Language of Contracts
Course Objectives
This course covers contract drafting, contract terminology, and common law contract concepts.
- What's the difference between a "warranty" and a "representation"? A "promise" and a "condition"?
- Why do contract clauses often use the triplet: "indemnify, defend and hold harmless"?
- How do you best make a liquidated damages clause enforceable?
- To what extent is "good faith" and element of English or American contract law?
These are just some of the issued covered.
The course concentrates mainly on the drafting but assumes no prior knowledge of Anglo-American contract law and focuses on techniques that will help intermediate to advanced-level English speakers master the challenges of drafting or reviewing contracts in English.
You will learn some English and American contract law and the associated terms and concepts. The course will teach you the language used and the legal nuances that impact the drafting of agreements. You will also learn drafting best practices to ensure that, even if you have not previously taken contract drafting courses or don't have extensive drafting experience, you can can take on this challenge in your legal practice.
Language of Contracts is aimed at practicing professionals who need a deeper knowledge of Anglo-American contract law and some practical experience dealing with contract terminology and drafting, without the heavy homework demands and complex doctrinal studies involved in law school academics. Most, but not all, assignments will be done in class or on the class learning management system (Moodle).
Tentative Schedule of Classes
Actual class content may be adjusted as the course goes on
The law of Contract Formation: offer and acceptance, mirror image & counter-offer, terminating an offer. The 3 types of contract formation. Finding contract terminology and clauses.
More on formation: mirror image and the law of battle of the forms continued, MOUs and letters of intent. Starting indefiniteness & ambiguity problems. Introducing the framework of a contract.
The concept of consideration in Anglo-American contract law. More on the parts of a contract and a discussion of common contract clauses.
More on indefiniteness & ambiguity problems. The psychological impact of drafting style. Rules of contract interpretation.
Drafting contract definitions and formulae. More advanced issues in semantic ambiguity. Policing the Bargain: issues of misunderstanding and mistake.
Policing the Bargain: issues of illegality and unfair practices. More on writing effective formulae and drafting definitions. Penalty clauses, in terrorem clauses, exculpation and exclusion clauses.
Policing the Bargain: fraudulent misrepresentation, duress and undue influence, capacity and corporate capacity. Beginning parsing language. Review of the course to date.
Finish up Policing the Bargain. Begin Terms: warranties, representations, promises and conditions. Tabulation exercises.
More on Terms: implied and express terms and warranties, implied duty of good faith and fair dealing in American versus English law and in international law. Computer assisted drafting.
Finish Terms: More on promises and conditions. Begin discussing contract default and dispute resolution: arbitration clauses. Exercises on ambiguities, negation of modals in contract language.
Default and Dispute Resolution Continued: impossibility, impracticability and force majeure, drafting complex indemnity provisions, making provisions that survive termination.
Damages: liquidated damages clauses, anticipatory repudiation and adequate assurances. Third party rights in contracts. Review and wrap up.
Requirements for a Certificate
This course is 36 clock hours over 12 weeks, with one meeting per week. To earn a certificate for this course, you should attend 3/4 of the class hours and complete at least 3/4 of the class assignments. Students can miss up to three out of the twelve classes and still get a certificate. Students missing a 4th class may still get a certificate if they complete all the class assignments.
On-line exercises are expected to take one to two hours per week. While many assignments will be graded and corrected for the student's own knowledge, there are no grades awarded in this course. Everyone who fulfills the requirements will get a certificate.
Those who don't fulfill the course attendance requirements may request a letter evidencing the approximate number of class hours they attended.
Students who attend all classes and complete all assignments well will get an honors certificate.
Confused about the differences between Legal English and Language of Contracts?
Language of Contracts is a perfect course for those of our students who have already taken Legal English or are generally familiar with English language legal terminology, but who are not enrolled in Pericles LL.M. and do not have the time or language fluency to study in Pericles' more intensive, LL.M. level, course series of Contract Law followed by Contract Drafting. It will involve written assignments and homework, but these will be much less intense than those required in the LL.M. level courses.