Individual Viewer

Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider

Length: 2 hours 43 minutes

This course is designed to convey fundamental—but often unconsidered—principles to assist both newly admitted and seasoned attorneys with drafting, analyzing, and interpreting contracts. Unlike many other contract-drafting courses, this course focuses on the manner in which concepts are expressed in a contract, rather than the substance of any provision or contract in particular. Topics include: the importance of language in contracts; categories of contract language (including language of performance, obligations, discretionary language, representations, acknowledgments, and language of policy); the distinction between “shall,” “will,” and “must”; conditional language; language of exception and subordination; the concept of “deemed”; references to time; ambiguities associated with “and” and “or”; and legal archaisms. In accordance with the CLE Board’s revised Regulations and Guidelines, if you attended this program in the past you may not be permitted to apply the CLE credit for this program to fulfill your current CLE requirements.

Program Instructor: Vincent R. Martorana, Reed Smith LLP

CLE credit: New York: 3.0 skills; New Jersey: 3.3 general; California & Pennsylvania: 2.5 general


9:00–9:20 Introduction & Contract-Drafting Philosophy

9:20-10:20 Basic Contract-Drafting Concepts
• Preamble and Recitals
• Body
• Definitions
• Language of Performance
• Obligations
• Discretionary Language
• Representations and Warranties
• Acknowledgments
• Language of Policy

10:20-10:30 Break

10:30-10:40 Quick Recap of Basic Concepts

10:40-11:25 More-Nuanced Contract-Drafting Concepts

• Conditional Language
• Language of Exception & Subordination
• The Concept of “Deemed”
• References to Time
• Ambiguities Associated with “And” & “Or”

11:25-11:35 Signature Pages

11:35-11:45 Legal Archaisms

11:45-11:50 Course Recap

11:50-12:00 Question/Answer Session

Original Recording Date: 2/12/2015

Produced By:

New York City Bar Association

Course Materials

  • Fundamental Concepts in Drafting Contracts
  • Affirmation of Self-Study