The Art of Drafting the Commercial Contract

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Overcome error and oversight when drafting and reviewing commercial contracts

The agreement must do more than just document the rights and obligations of the parties. It must embody the considerations that induced the purchaser to purchase and the seller to sell the property or the assets that are the subject of the agreement.

Barry D. Lipson

Broad language thats open to interpretation - for example, sole discretion - is a common error in drafting commercial contracts. That infamous phrase carries an unfavourable history in common law decisions, and is entirely avoidable with guidance from The Art of Drafting the Commercial Contract. The precise wording you should be using to limit or expand the scope of a provision is among the many practical topics discussed in this new work by experienced practitioner and negotiator Barry D. Lipson. Draft clearer documents in less time Whether youre drafting a corporate, real estate or other commercial contract, youll begin with time-saving precedents. Each aspect of the provisions is accompanied by expert analysis and commentary, along with ways to customize the clauses for your own purposes, and advice on overcoming common errors. With The Art of Drafting the Commercial Contract as your reference, you can draft clearer documents in less time, and spare your clients a potential dispute, if not the loss of the entire transaction.

No one cares about the Notice provision until one Party faxes an indemnity claim at 8:00 p.m. on the Friday of a long weekend to someone at the other Party who left at noon that day for two weeks vacation.

Barry D. Lipson

Table of Contents

Part 1 Basic Commentary

General Drafting Considerations

Control the Drafting

Be Precise

The Agreements Skeleton


Principles of Clear Writing

Omission and Error Recognition

Drafting and Good Faith

Avoiding an Ambiguous Provision

The Structure and Content of a Contract

Contracting Parties

Definitions and Schedules

Purchase Price

Representations and Warranties



Survival/Indemnity Provisions

Drafting Protective Provisions

In Anticipation of the Purchasers Willful Default

The Unlevel Playing Field

The Use of the Words Sole Discretion

A Purchasers Fraudulent Representation

The Liability of the Purchaser, as Trustee

Part II Pre-Contractural Agreements

Letters of Intent

On Drafting Letters of Intent

Specimen Letters of Intent

Other Pre-Contractural Agreements

Part III Corporate Share and Asset Acquisitions

On Drafting Share and Asset Acquisition Agreements

Corporate Share Acquisitions

Corporate Asset Acquisitions

Related Agreements

Part IV Real Estate Acquisitions

Property Acquisition

On Drafting Property Acquisition Agreements

Property Acquisition Agreements (long/short forms)

Land Acquisition

On Drafting Land Acquisition Agreements

Land Acquisition Agreements


Practice Area:
Corporate & business organization


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