*Up-to-date 2024 Distinction level EXAM READY notes* for the Drafting module of the LPC at BPP University.
*Suitable for students studying the LPC or LLM at the University of Law, BPP & all other universities*
Contains a detailed overview of all 4 SGSs in the module, complete with likely ans...
When drafting the parties’ obligations
1. Who is to perform the obligation?
2. What is the obligation to be performed?
3. When is the obligation to be performed?
4. Where is the obligation to be performed?
5. To Whom is the obligation to be performed?
6. What if - What are the consequences of a failure to perform an obligation?
Payment
• How much is due? When is payment due?
• Will payment be made in instalments? How should payment be made?
• Is delivery/VAT included in purchase price?
Delivery
• When should delivery take place? Where should delivery take place?
• Is the delivery obligation triggered by a particular event?
• Who arranges delivery? Who pays for delivery?
Installation/repair
• What should be installed/repaired?
• Who pays for required work? Time frame?
• Does one party have to give “reasonable access” upon “reasonable notice”?
A. Lower or higher client’s obligations
• Absolute contractual obligations:
o where the outcome is not dependent on any 3rd party use shall/ must/ will: “The Buyer shall pay
for the Goods within 21 days of date of delivery/date of receipt of invoice”
• Lower standard where outcome is partly controlled by 3rd party:
o use ‘best endeavours’ means the party must take every step it reasonably can to fulfil the
contractual obligation. Less onerous than an absolute obligation and a party does not have to take a
step which would be “commercially ruinous”
o use ‘reasonable endeavours’ is less stringent than “best endeavours” standard. Where there are
many steps a party under a reasonable endeavours obligation could take to satisfy that obligation, it
would be sufficient to discharge the obligation if the party only took some and not all of those steps.
▪ e.g. The Seller will use reasonable endeavours to provide a copy of the Report to the
Purchaser on or before the Signing Date.
▪ E.g. X will supply the documents that Y reasonably believes to be of relevance
• If must do something to a certain standard then refer to an objective, external standard set out by law or by
a relevant trade association.
o AND could provide that one party has the right to make the determination that something has been
done to a good standard, perhaps with the proviso that the determination must be reasonable
Lower client’s obligations example
12 – REPAIR AND DECORATION
12.10 The Tenant shall replace any of the fixtures and fittings in the Premises during the term of this lease
which have become damaged beyond economic repair with new articles of a kind and quality identical to similar
to those being replaced.
12.13 The Tenant shall clean the windows and all other glass in the Premises at leaste once a day month.
12.16 The Tenant shall carry out all redecorating in a good and workmanlike way and with appropriate
materials of high good quality using such treatments as shall be required by the Landlord (acting reasonably) and
to the reasonable satisfaction of the Landlord.
B. Drafting clause examples
‘The Seller shall remove the fireplace in the [ ] room and shall make good any damage caused to the remainder
of the Property before completion.’
‘The Company may be dissolved if all its members agree. Any member proposing that the Company be dissolved
shall give written notice to all the other members.’
“The Buyer shall pay for the Goods within 21 days of date of delivery/date of receipt of invoice”
,3 Supplier’s Obligations
3.1 The Supplier shall supply and install into each flat located at the Property a kitchen in accordance with the
Specification.
3.2 The Supplier shall complete the installation of each kitchen at each flat in accordance with the Schedule of
Works.
Definitions
‘Property’ means the property known as “The Brewery” located at 17 Fern Drive, Coventry CV10 2SA.
‘Schedule of Works’ means the schedule of works specifying the completion date for the installation of a kitchen
pursuant to this Agreement as set out in Schedule 2.
‘Specification’ means the specification for each kitchen to be supplied and installed pursuant to this Agreement as
set out in Schedule 1
‘Supplier’ means Quality Kitchens Limited.
“6. Repayment
6.1 Repayment in instalments
6.1.1 The Borrower shall repay the Loan to the Lender in five equal instalments of £1,000,000 on each
anniversary of the date of this Agreement subject to clause 6.1.2 below.
6.1.2 The Borrower shall repay the first instalment of the Loan on the second anniversary of the date of this
Agreement and the final instalment on the Termination Date.
6.2 Voluntary prepayment
The Borrower may prepay the Loan at any time prior to the Maturity Date provided:
6.2.1 the amount of any prepayment is equal to or more than £50,000; and
6.2.2 the Borrower provides to the Lender written notice of intention to prepay the Loan pursuant to this
clause not less than 30 days prior to the date of such prepayment.
Definitions
‘Borrower’ means Turner Publishing Limited.
‘Lender’ means Northern Development Bank Plc.
‘Loan’ means a term loan facility in the principal amount of £5,000,000.
‘Maturity Date’ means [ ] 20[ ].
‘Termination Date’ means the Maturity Date or such earlier date the Agreement may be terminated pursuant to
clause [ ].”
“15. Termination
15.1 The Company is entitled to terminate this Agreement immediately on giving written notice to the
Contractor if:
(a) the Contractor is in material breach of this Agreement;
(b) a liquidator, administrator or administrative receiver is appointed in respect of the Contractor; or
(c) any of the representations made in clause [ ] proves to have been incorrect or misleading as at the date
of this Agreement.
15.2 Any notice given under clause 15.1 must be delivered to the Contractor at [address], or by facsimile to
[fax number] or by email to [email address] or to such other address, facsimile number or email address as the
Contractor may notify to the Company from time to time.”
4. Delivery
The Supplier shall deliver the Products as specified in the Order Form to the Buyer at such address specified in
the Order Form within 21 days of receipt by the Supplier of an Order Form
3. Duration
3.1 This Agreement shall commence on the date of this Agreement and shall continue for a period of three years.
3.2 Notwithstanding clause 3.1 the Buyer may by giving not less than one month’s notice to the Supplier prior to
the expiry of the initial term of this Agreement extend the term of this Agreement for a further three years.
6.Price and Payment
6.1 Subject to clause 6.2 below, the Buyer shall pay the Price for the Products within 28 days following the date of
delivery in accordance with clause 4 above.
6.2 The Supplier shall issue to the Buyer an invoice in respect of the Products delivered pursuant to clause 4
above within 14 days following the date of delivery.
6.3 The Buyer shall pay the Price for the Products delivered pursuant to clause 4 by telegraphic transfer to the
Supplier’s Bank Account.
, 4. Sponsorship Fees
4.1 The Sponsor shall pay to the Agent on behalf of James Nicholson Sponsorship Fees of £32,000 in each twelve
month period of this Agreement.
4.2 The Sponsor shall pay the Sponsorship Fees in advance in equal quarterly instalments of £8,000.
4.3 The Sponsor shall pay the first instalment on the Commencement Date and shall pay all subsequent
instalments quarterly thereafter (each a ‘Payment Date’), provided that the Agent has sent an invoice to the
Sponsor at least 20 Business Days before the relevant Payment Date.
4.4 The Sponsor further agrees to pay the following sums to the Agent on behalf of James Nicholson if James
Nicholson achieves the placings set out below in any Golfing Event on the European Tour:
4.4.1 1st to 5th place inclusive – 10% of Actual Gross Winnings; and
4.4.2 6th to 10th place inclusive – 5% of Actual Gross Winnings.
4.5 In addition to the payments in clause 4.4, the Sponsor further agrees to pay the sum of £25,000 to the Agent on
behalf of James Nicholson for each victory achieved by James Nicholson in any Major American Tournament.
4.6 The Agent shall provide invoices for any sums payable under clause 4.4 and 4.5 to the Sponsor on behalf of
James Nicholson on the last Business Day of each month during the period of this Agreement. The Sponsor shall
pay all invoiced sums within 20 Business Days of the date of the invoice.
Any sensible use of sub-clauses e.g. 4.1, 4.2 etc.
Completion shall take place (i.e. active voice) on the Completion Date (i.e. “when” and correct use of a defined
term) at the offices of the Buyer (i.e. “where” and correct use of a defined term) at [suggested time] (i.e. adding
value by making sensible suggestion- no right answer).
[At Completion] the Seller shall (i.e. “who” performs obligation and for correct use of defined term) deliver a
stock transfer form (i.e. correct name of document) to the Buyer (“to whom and correct use of defined term) in
respect of the Target Shares (i.e. in respect of “what” and correct use of a defined term).
At Completion the Buyer shall (i.e. “who”- obligation of the buyer and correct use of defined terms) pay the
Purchase Price (“what” and correct use of defined term) in accordance with (i.e. cross reference another clause to
avoid repetition) Clause 3.
The Company [ie active voice and use of defined term] shall fit out [ie clear statement of obligation] the
Concession [use of defined term] in accordance with designs provided by the Licensee [use of defined term].
The Company shall complete such fitting out [ie clear statement obligation on Company] not later than/on or
before 1 August 2021.
The Licensee shall pay [ie obligation of Licensee] the reasonable [ie reflecting client instructions] costs of such fit-
out [ie clear statement of what the Licensee is to pay] to the Company within one month [ie correct statement of
time period] of receipt of the Company’s invoice [ie when time period starts to run]
Definitions Examples
‘Seller’ means XXX
‘Buyer’ means XXX
‘Supplier’ means XXX
‘Borrower’ means XXX
‘Lender’ means XX
‘Services’ means the Delivery and installation of XXX
‘Delivery’ means the Seller delivering the XXX to the Buyer’s nominated warehouse, at the seller’s expense, by
XXX
‘Products’ means consignments of recyclable paper cups manufactured by the Supplier in accordance with the
Specification
‘Order Form’
‘Price’
‘Specification’
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