5 things you need to know about Definitions & Interpretations clause of a contract

definitions clause in a contract

After a hiatus, I am back with an article on contract drafting, this time on the topic of the definitions and interpretations clause. Definitions are a ubiquitous part of a contract. Sometimes they appear right at the beginning of the contract just after the introductory clauses. Sometimes they are spread across the contract. If you are a law student and have done internships at corporate law firms, you might have received a thick contract and asked to review it for consistency and cross referencing. One of your jobs would have been to see that all the definitions are capitalized and […]

5 things on the introductory clauses of a contract

introductory clauses of a contract

Many times, we do not focus as much on the introductory clauses of a contract as we should. We think nothing major can happen in these introductory clauses. I am talking of the clauses that precede the core contract terms ie. till the recital. This makes up what is called the “Front of the Contract”. You might say, why, they are only the title, date, place and parties. Surely, one doesn’t goof up here. While reviewing contracts, I have found many errors, some of them grave, in the few introductory clauses that are present in a contract. Some mistakes, as […]

5 things about Term Sheet, Memorandum of Understanding & Letter of Intent

term sheet MOU Letter of Intent

In this article, let’s understand the concepts of three types of pre-contractual instruments – Term Sheet, Memorandum of Understanding and Letter of Intent and learn how to draft them. Pre-contractual instruments are as vital as the main contracts because they herald the beginning of a long and fruitful business association. Imagine you are meeting up a person to do business, discuss the key terms and then want to record them so that you are clear about the mutual understanding and can prepare the main contract basis the same. But the document that is drawn up is vague, unclear and totally […]

5 things to consider while drafting a Force Majeure clause

force majeure clause

Before I delved right into the how’s of the many clauses of a contract, I thought of starting with the one which is on everybody’s mind these days – Force Majeure. Force Majeure, which is usually a boilerplate clause inserted without much thought as to its language and import, has emerged as the pivot on which all the contracts are standing today during the unprecedented outbreak of Covid-19. The havoc it has wreaked through a medley of death, lock down and curfew has put tremendous pressure on performance of contracts worldwide. From the looks of it, we are at the precipice […]

5 components of a Contract Style Guide

contract style guide

In our earlier articles, we have seen 5 points to note before drafting a contract and 5 signs of a well-drafted contract, Continuing therefrom, in today’s article I discuss components of a contract style guide. If you have worked in a law firm, you would have noticed how all documents that are generated there, follow a certain look and feel. The typeface and point size is standard – usually Calibri 11 or Times New Roman 12. So are line spacing, clause arrangement, margin and para justification. Even the language follows a certain flow and structure. This is called a style […]

5 points to note before drafting a contract

draft a contract

Whenever you are given a task to draft a contract, ditch the standard templates available the first time. Create one yourself and compare it with the available template to see how you fared. Yes, it’s extra work, but if you don’t do this exercise right at the beginning, chances are that you never will. Once you work on a standard template, you will be predisposed towards that language. You will end up using the same flowery and long sentences full of legal jargon, without ever thinking the ‘why’ behind it. You will always believe that this is how a contract […]

5 signs of a well-drafted contract

well drafted contract

Let us spend some time deciphering what makes a contract well-drafted so that you know which skills to learn, unlearn and relearn. Many articles have been written on what makes a contract well-drafted, eg. here and here (the first point in the second article goes sorely against what The Five Things Checklist stands for, but there you go – contrary views), but I did not come across a comprehensive discussion on this topic. You may know one or more or may be all of the pointers given here. If so, I would love it if you attempt the exercise given […]

5 reasons to learn how to draft a contract

learn draft contract

Learning how to draft a contract is a most essential skill that a lawyer should have in his briefcase. Whether you are an in-house counsel or an associate in a law firm, chances are that contracts form a major part of your work profile. In some of the work profiles, all you will end up doing is drafting, vetting, negotiating and executing contracts day in and day out. ‘Contract Specialist’ is a real job title in many in-house departments. They are the super experts of contracts for their companies and they manage the entire contract lifecycle for their companies. Do […]