Notes created using BPP materials for the purpose of assisting existing BPP LPC students in BPP LPC exams only. They are intended to
be used as a supplemental tool to aid revision in conjunction with BPP materials, not as a replacement for them.
STYLE AND LANGUAGE
First step Identify the purpose of the document
Be clear as to what the client wants to achieve
Identify the provisions the document should include
Make sure all details are contained in the contract
If asked ‘what is missing’ consider if it includes the following:
• Who is to perform the obligation?
• What is the obligation to be performed?
• When is the obligation to be performed?
• Where is the obligation to be performed?
• To whom is the obligation to be performed?
• What if – what are the consequences of a failure to perform an obligation? Eg if breach
4. Delivery (sensible clause no. and heading)
The Supplier (who) shall (active voice) deliver the Products as specified in an Order Form
(what) to the Buyer (to whom) at such address specified in the Order Form (where) within
21 days of receipt by the Supplier of an Order Form (when).
Definitions List of definitions should be alphabetised
If you suggest a new definition actually define the word – draft a definition too
Imagine putting the definition in the sentence and see if it makes sense
Eg no need to say ‘the Commencement Date of this Agreement’ if the definition of
Commencement Date = date of this Agreement’ otherwise ‘this Agreement’ would be in the
sentence twice.
Agreement = capitalised throughout
Conflicting State which takes precedence
clauses • Subject to = A is subject to B → B overrides A
• Notwithstanding = Clause A: notwithstanding B → A overrides B
• Without prejudice = A is without prejudice to B → nothing I A impairs B’s effectiveness
Standard Best endeavours = must take very step it reasonably can
Reasonable endeavours = taking some and not all steps is sufficient
Tense Shall = obligations
May = options
Use active voice – the ‘doer’ comes before the verb (action)
Eg ‘Buyer shall pay by…’, not ‘Goods shall be paid for by the Buyer’
, Dates/times Make it clear whether dates/times are inclusive
eg on or before, after/from and excluding, to and including, between, within
Middle Make it clear what the middle is
eg less than £5m – is £5m bob on okay? Make it clear - £5m or under
Language Avoid using redundant pairs eg alter or change
Condition = Term that goes to the heart of the contract
Breach → terminate contract and claim damages
Warranty = Creates obligations but is less important
Breach → claim damages only
Rules of construction
Ejusdem generis – of the same kind
General words following specific words are treated as limited in meaning to the class in the words
Noscitur a sociis – it is known from its associates
The interpretation of words is governed by the context in which they appear
Expressio unius exclusion alterius – the express mention of 1 thing implies the exclusion of another
Contra proferentem- against the one putting it forward
Ambiguous words will be construed against the interest of the party attempting to rely on the clause
CLAUSES
Common clauses
→ example clauses to look out for
Obligations Split obligations up into a and b etc to make it clearer
= SHALL Don’t have more than one obligation in a sentence.
Buyer’s obligations
To buy the products
To place orders as required under the agreement (ie use specified order form as
per instructions)
To pay the price as set out in the agreement (ie according to price list to be
incorporated into agreement)
be used as a supplemental tool to aid revision in conjunction with BPP materials, not as a replacement for them.
STYLE AND LANGUAGE
First step Identify the purpose of the document
Be clear as to what the client wants to achieve
Identify the provisions the document should include
Make sure all details are contained in the contract
If asked ‘what is missing’ consider if it includes the following:
• Who is to perform the obligation?
• What is the obligation to be performed?
• When is the obligation to be performed?
• Where is the obligation to be performed?
• To whom is the obligation to be performed?
• What if – what are the consequences of a failure to perform an obligation? Eg if breach
4. Delivery (sensible clause no. and heading)
The Supplier (who) shall (active voice) deliver the Products as specified in an Order Form
(what) to the Buyer (to whom) at such address specified in the Order Form (where) within
21 days of receipt by the Supplier of an Order Form (when).
Definitions List of definitions should be alphabetised
If you suggest a new definition actually define the word – draft a definition too
Imagine putting the definition in the sentence and see if it makes sense
Eg no need to say ‘the Commencement Date of this Agreement’ if the definition of
Commencement Date = date of this Agreement’ otherwise ‘this Agreement’ would be in the
sentence twice.
Agreement = capitalised throughout
Conflicting State which takes precedence
clauses • Subject to = A is subject to B → B overrides A
• Notwithstanding = Clause A: notwithstanding B → A overrides B
• Without prejudice = A is without prejudice to B → nothing I A impairs B’s effectiveness
Standard Best endeavours = must take very step it reasonably can
Reasonable endeavours = taking some and not all steps is sufficient
Tense Shall = obligations
May = options
Use active voice – the ‘doer’ comes before the verb (action)
Eg ‘Buyer shall pay by…’, not ‘Goods shall be paid for by the Buyer’
, Dates/times Make it clear whether dates/times are inclusive
eg on or before, after/from and excluding, to and including, between, within
Middle Make it clear what the middle is
eg less than £5m – is £5m bob on okay? Make it clear - £5m or under
Language Avoid using redundant pairs eg alter or change
Condition = Term that goes to the heart of the contract
Breach → terminate contract and claim damages
Warranty = Creates obligations but is less important
Breach → claim damages only
Rules of construction
Ejusdem generis – of the same kind
General words following specific words are treated as limited in meaning to the class in the words
Noscitur a sociis – it is known from its associates
The interpretation of words is governed by the context in which they appear
Expressio unius exclusion alterius – the express mention of 1 thing implies the exclusion of another
Contra proferentem- against the one putting it forward
Ambiguous words will be construed against the interest of the party attempting to rely on the clause
CLAUSES
Common clauses
→ example clauses to look out for
Obligations Split obligations up into a and b etc to make it clearer
= SHALL Don’t have more than one obligation in a sentence.
Buyer’s obligations
To buy the products
To place orders as required under the agreement (ie use specified order form as
per instructions)
To pay the price as set out in the agreement (ie according to price list to be
incorporated into agreement)
