Introduction to Contract Drafting
This course is part of a program and cannot be purchased individually.
Skills you'll learn
The course will include the following agreements:
- Contract Drafting Essentials
- Partnership Agreements
- LLP Agreements
- Shareholders' Agreements
The classes will have a DIY approach and provide hands-on training. The course is unique as it will include an understanding of fundamental doctrines, the bare law and case law and its effect upon the actual drafting.
The course is assignment heavy, and those translate into live sessions. One is expected to draft, review the agreement, suggested the required changes and learn how to work on track/redline mode in MS Word.
This course is part of a program and cannot be purchased individually.
- 📕 Module VII: Introduction to Contract Drafting
- 📋 Unit I: Essentials of Contract Drafting
- 📕 Drafting agreements: The prelude
- ▸ Welcome
- ▸ Purposes of contract law
- ▸ Why draft agreements?
- ▸ Default and mandatory rules
- ▸ Incomplete contracts
- ▸ Vagueness and ambiguity
- ▸ Transaction costs
- ✒ Exercises
- 📕 Language and style in contract drafting
- ▸ Using correct language
- ▸ Using punctuation
- ▸ Keeping in mind grammar and style
- ▸ Using active voice
- ✒ Exercises
- 📕 Introductory parts of an agreement
- ▸ What are the introductory parts of an agreement?
- ▸ Title of the agreement
- ▸ Date of the agreement
- ▸ Place of execution
- ▸ Recitals
- ✒ Exercises
- 📕 Definitions, interpretation and other clauses
- ▸ Introducing the definition clause
- ▸ Interpretation clause
- ▸ Conflicts provision
- ▸ Entire agreement clause
- ▸ Severability clause
- ▸ No oral modification clause
- ▸ No waiver clause
- ✒ Exercises
- 📕 Performance
- ▸ Performance related clauses
- ▸ Performance of obligations in sale deeds and agreements for services
- ▸ Technical standards and specifications
- ✒ Exercises
- 📕 Other clauses
- ▸ Representations and warranties
- ▸ Time as essence
- 📚 Compulsory reading
- ▸ Force majeure clause
- ▸ Intellectual property rights clause
- ▸ Assignment clause
- ✒ Exercises
- 📕 Remedies for contractual breaches
- ▸ Contractual breach
- ▸ Suspension clause
- ▸ Termination clause
- ✒ Exercises
- 📕 Specific performance and other remedies
- 📚 Compulsory readings
- 📕 Other remedies: ▸ Substituted performance (Risk and cost contracting)
- ▸ Contractual set-off
- ✒ Exercises
- 📕 Price, payment, taxes and duties
- ▸ Price clause
- ▸ Time of payment, payment milestones and mode of payment
- ▸ Escrow arrangement
- ▸ Currency clause
- ▸ Taxes and duties clause
- ✒ Exercises
- 📕 Confidentiality agreements and clauses
- ▸ Contents and parties to a confidentiality clause
- ✒ Exercises
- 📕 Dispute resolution clauses
- ▸ Importance of dispute resolution clause
- ▸ Dispute resolution by arbitration and expert determination
- ▸ Pathological arbitration clauses
- ▸ Means of avoiding pathological arbitration clauses
- ▸ Expert determination or valuation
- ✒ Exercises
- 📕 International agreements
- ▸ Challenges faced in international agreements
- ▸ Choice of law clause
- ▸ Notice clause
- ▸ Language clause
- ▸ Conclusion
- ✒ Exercises
- ☆ Feedback
- 📋 Unit II: Drafting a Partnership Deed
- 📕 Necessity of a partnership agreement
- ▸ What is the necessity of drafting a partnership deed?
- ▸ What is the relationship between the Partnership Act and partnership deed?
- ▸ Introduction to drafting the clauses of partnership deed
- ▸ Drafting clauses related to name, business, capital contribution of partners and profit and loss
- ▸ Drafting clauses related to management rights of the partners and restraint of trade
- ▸ Drafting clauses related to accounts and duration of the partnership firm
- ▸ Drafting clauses related to admission of new partners and exit of partners
- ▸ Drafting clauses related to consequences of death, resignation, and cessation of a partner
- ▸ Drafting clauses related to transfer restrictions
- ▸ Registration and stamp duty on a partnership deed
- ▸ Conclusion
- 📋 Unit III: Drafting an LLP Agreement
- 📕 ▸ What is an LLP agreement?
- ▸ Relation between the LLP Act and the LLP agreement
- ▸ Contents of an LLP agreement
- 📕 Introduction to the basic elements of an agreement
- ▸ Title and name of the parties
- ▸ Recitals
- ▸ Definitions
- ▸ Interpretation clause
- 📕 Understanding the clauses — Scope, organisational matters, and purpose of an LLP
- ▸ Scope and purpose of the agreement
- 📕 Partners and designated partners clause
- ▸ Introduction to the clause
- ▸ Drafting the designated partner clause
- ▸ Drafting the clause—Admission of a new partner
- ▸ Drafting the clause—Rights and obligations of the partners
- ▸ Drafting the clause—Duties of the partners
- 📕 Meetings
- ▸ Drafting the clause—Meetings
- ▸ Drafting clause on the conduct of meeting
- ▸ Drafting clause on notice and agenda to call a meeting
- ▸ Drafting the clause on quorum and reserve matters
- ▸ Drafting the clause on deadlock
- 📕 Capital contribution, remuneration, profit sharing and transfer of interest
- ▸ Drafting the clause—Capital contribution and profit share
- ▸ Transfer of interest
- ▸ Drafting the clause—Right of first offer
- ▸ Drafting the clause—Right of first refusal
- ▸ Drafting the clause—Tag-along & drag-along rights
- 📕 Cessation of existing partners, default and winding up
- ▸ Drafting the clause—Cessation of existing partners
- ▸ Drafting the clause—An event of default
- ▸ Drafting the clause—Winding up
- 📕 Accounts, title to property and borrowing powers
- ▸ Drafting the accounts clause
- ▸ Drafting the clause—Title to property
- ▸ Drafting the clause on borrowing powers
- 📕 Liability of the LLP, indemnity, representation and dispute resolution
- ▸ Drafting the clause on liability of the LLP and the partners
- ▸ Understanding what is an indemnity, representation and warranty
- ▸ Drafting the clause on indemnity
- ▸ Drafting the clause on representation and warranty
- ▸ Drafting the clause on dispute resolution mechanism
- ▸ Conclusion
- 📚 Readings
- 📚 Compulsory readings
- 📚 Extra readings
- ✍️ Assignment
- ✍️ Assignment
- ☆ Feedback
Instructors
Badrinath Srinivasan
Senior Manager (Legal), Directorate General of Hydrocarbons under MoPNG
Badrinath Srinivasan, LL.M., FIII, MCIArb, works at the Directorate General of Hydrocarbons (DGH), Ministry of Petroleum on Natural Gas, Government of India as Senior Manager (Legal). He advises DGH on contract related issues and handles high stakes international arbitrations and litigations in the petroleum exploration and production sector. He writes in various forums on contract law, drafting and dispute resolution. His research papers have been published in major research journals such as Economic and Political Weekly, Supreme Court Cases, Indian Journal of Arbitration Law, etc. His works have been cited in several reputed national and international publications and by the Hon’ble Madras High Court. Badrinath is a member of the Chartered Institute of Arbitrators and the Association of International Petroleum Negotiators and is a fellow of the Insurance Institute of India. He writes extensively in the Practical Academic Blog (www.praticalacademic.blogspot.in).
Abhinandan Malik
Editor Publications & Director, EBC Learning
Abhinandan Malik is Editor (Publications) & Director at EBC, India's top law publisher. He is a graduate of NALSAR University of Law with an LLM from the University of Toronto. He is skilled in E-Learning, Legal Assistance, Legal Research, and Legal Writing. He has 10+ years of editorial experience, conceptualising, guiding and editing publications at EBC. He is fond of guiding students, especially in the area of legal writing—an area in which he also offers courses. At NALSAR, he was the founder and editor of an inter-law school magazine and law review called The Edict. It comprised students from the top national law schools across India as editors. At the University of Toronto, he specialised in private law. His thesis was on the Horizontal Application of Fundamental Rights. He was also invited to be part of the Academic Council for the Refresher Program in Law titled “Evolutions in Legal Pedagogy” offered by NALSAR University, under the Ministry of Human Resource Development.
Juhi Roy
Instructor, EBC Learning
Juhi Roy is a graduate of ILS Law College, Pune. She has previously worked as a Senior Associate in the General Corporate team of Argus Partners, Kolkata. She has also worked with Cyril Amarchand Mangaldas, Mumbai; Network 18 Media and Investments Limited, Mumbai; Wadia Ghandy & Co., Mumbai; and SA Partners, Mumbai. Her primary expertise is in corporate transactional and corporate advisory work and has an extensive experience in leading teams conducting legal due diligence exercises for M&A transactions and negotiating and drafting transactional documents.
Tishampati Sen
AOR, Supreme Court
Tishampati Sen did his LL.B. from NLU Jodhpur, then was awarded a Graduate Faculty Scholarship from NUS (Singapore) - wherein he pursued his LL.M. from NUS. He is skilled in Document Drafting, Drafting Agreements, Civil, Corporate - Commercial Litigation, Arbitration, International Arbitration, Company law and Consumer Law. He started his career by working in J Sagar Associates and was one of the few lawyers there to practise in both transactional and litigation side of law. He then joined Mr. Gopal Subramanium’s chamber and thereafter set up his own practice. He is now an Advocate on Record of the Supreme Court, and has been involved in a number of key matters. He has successfully argued one of the primary and prominent class action matters involving data privacy, wherein he was representing the whistleblower in one of the first of its kind whistleblower suits in India. He was also a part of the special team formed under the aegis of the Hon’ble Supreme Court of India, to investigate and report on the management of affairs at the Lord Jagannatha Temple in Puri, Odisha.
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