Download Contract Drafting - Law of Contract - Lecture Slides and more Slides Contract Law in PDF only on Docsity! BLA CLE Contract Drafting Workshop “Clarity not confusion” Docsity.com 2 Exercise 1 Linda Robinson is buying a new car and needs money by October 10. She owns 1000 shares of a company named Zoom Industries, and has agreed to sell her shares to Nike Pillay for R200 each. Linda does not like lawyers, and is confident that she can draft a contract for this simple transaction herself. Critique her draft. Docsity.com 5 Neither party hereto shall have any obligation whatsoever hereunder or otherwise • Do the parties have any other agreements – do they intend to cancel them Docsity.com 6 to the other unless and until each party shall have fully and timely executed a copy of this agreement and delivered same to the other party • This is unnecessary – it just says that if the agreement is not executed and delivered, it is not an agreement – that’s the law isn’t it? • If what they were trying to say was that this is a non-binding letter of intent, just say so Docsity.com 7 and time shall be of the essence. • Do they mean to refer to the time to execute the document or the time to perform the agreement? • In any event, no time for performance is stated Docsity.com 10 Seller owns the Shares. • Does this refer to legal title (nominee)? Beneficial title? • Is this supposed to be a warranty? As written, it could just be a statement of fact with which both parties agree. • Will the seller still own the shares at closing? • Are there any encumbrances or other third party rights affecting the Shares? Docsity.com 11 The price of the Shares is ZAR200. • Is this the contract price? As written, it could just be a statement of the current price, for example on the Stock Exchange, if this is a listed company • Is this the price per share, or the aggregate contract price? Docsity.com 12 Exercise 2 Re-write the contractual provision in Exercise 1 Docsity.com 15 1. SALE AND PURCHASE 1.1 Seller sells to Buyer, who buys from Seller, with effect on and from the Closing Date, 1000 Ordinary Shares (“the Shares”) of Zoom Industries (Pty) Ltd., a South African company, Reg. No. Z5367 (“the Company”). Docsity.com 16 2. PURCHASE PRICE 2.1 The Purchase Price payable by the Buyer to the Seller in respect of the Shares is Two Hundred Thousand South African Rand ZAR200,000 (“the Purchase Price”). Docsity.com 17 3. CONDITIONS PRECEDENT 3.1 This Agreement is subject to the fulfillment of the following condition by no later than 9 October 2007: 3.1.1 The delivery by the Seller to the Buyer of a resolution of the Company’s directors authorising the sale of the Shares in accordance with the terms of this Agreement Docsity.com 20 5. WARRANTIES 5.1 The Seller gives to the Buyer the following warranties (collectively “the Warranties”), that: 5.1.1 the Seller is and on the Closing Date will be the sole owner of the Shares; and 5.1.2 the Seller is and on the Closing Date will be able to give free and unencumbered title to the Shares to the Buyer. Docsity.com 21 6. BOILERPLATE (examples) • Breach • Domicilium • Confidentiality • Costs • Severability • General (see next slide) Docsity.com 22 6. BOILERPLATE (examples) • Breach • Domicilium (notices) • Confidentiality • Costs • Severability • General • Sole record • Indulgences not a waiver • Additions, variations and cancellations • Undertaking to take additional steps • No right to cede or delegate (assign) Docsity.com
