CPD Hours Level
Conference expert panelInformation 6 UpdateInformation
SRA Competency B


The strategic and technical aspects of drafting and negotiating commercial agreements are essential skills that need continual updating and enhancing.

This conference offers a unique opportunity to keep up to date with current developments in the law and practice from looking at recent case law on implied terms and the circumstances in which a court would enforce an express duty of good faith, through to an examination of specific terms such as those relating to assignment, transfer and third party rights.

Conference Agenda

This conference will cover the following:

9.30am - 10.15am: Opening Address: Implied Terms - An Update

Keith Markham

It is a well-established rule at common law that there are circumstances when a court will be prepared to imply an additional term into a contract. Since Marks and Spencer v Parabis in 2015, there have been a series of interesting cases.

This session will set out a summary of these recent developments and will include:

  • Limits on application
  • The relevant tests to be applied
  • Interpretation and application of the 'business efficacy' test
  • Interpretation and application of the 'officious bystander' test
  • The 'no contradiction' rule

10.15am - 11.00am: Boilerplate and Standard Clauses - Part 1

Mark Weston, Hill Dickinson

Boilerplate clauses get a bad press. Some people skim them - if they even go that far; most never read them at all. But boilerplate clauses can fundamentally change the contract and how it is interpreted and the balance of rights in a contract.

This session will cover:

  • The development of a general methodology to approach boilerplate clauses
  • The application of that methodology to third party rights clauses
  • Drafting issues and traps inherent in dealing with third party rights

11.15am - 12.00pm: Boilerplate and Standard Clauses - Part 2

Mark Weston, Hill Dickinson

Even when someone uses a systematic methodology of approach to boilerplate and standard clauses, they can still fall down on applying it properly.

This session will cover:

  • The application of that methodology to assignment clauses
  • The application of the methodology to the real world - using assignment and novation as an example
  • An introduction to interpretation clause

12.00pm - 12.45pm: Dealing with Intellectual Property Rights

Jane Lambert, 4-5 Gray's Inn Square

Every business, even the simplest, has some sort of intellectual assets if only its goodwill or technical or business secrets. For many businesses intellectual assets can be their most valuable assets. Those assets can be assigned, licensed and mortgaged.

This session will include:

  • Assignments and licences
  • Formalities of assignment
  • Exclusive, sole and non-exclusive licences
  • Collaboration with third parties
  • Confidentiality agreements
  • Joint venture agreements
  • Competition concerns

12.45pm - 1.00pm: Questions on Morning Session

2.00pm - 2.50pm: The Duty of Good Faith

Keith Markham

For a number of years there has been considerable debate in the courts about the desirability of implying a general duty of good faith into all contracts.

This session will examine the key decisions and arguments to date on this topic and will also review existing case law on the enforceability of express duties of good faith. It will include:

  • What does 'good faith' actually mean?
  • In what circumstances will a court enforce an express duty of good faith and what approach will it take to interpreting the scope of such a duty?
  • When will a court imply a duty of good faith?
  • What is meant by a 'relational contract'?
  • How is this area of the law likely to develop in the future?

2.50pm - 3.40pm: Negotiating for Commercial Lawyers - Tips and Traps

Peta Dollar

A commercial lawyer's job involves constant negotiations - negotiating your fee with your client, negotiating the deal and the documents with the other side. But there are many practical negotiating techniques that you can use to come out on top - or that others may seek to use against you.

This session will cover:

  • Seeing the wood for the trees - and getting what you (and your client) really want
  • Assessing which points are deal breakers, which are important and which are less important for your client
  • Common negotiating techniques
  • Choosing the negotiating technique that is best for you
  • Tips and traps when negotiating on price

3.55pm - 4.45pm: Face to Face Negotiation

Peta Dollar

Whilst many negotiations occur by e-mail or over the telephone, face to face negotiations can often require certain 'techniques'.

This session will cover:

  • Negotiation techniques applicable mainly to meetings
  • Using silence in meetings
  • Should there be an agenda for the meeting?
  • Should your client attend the meeting?
  • The advantages - and disadvantages - of meeting in your own office

4.45pm - Close: Questions & Answers

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Conference | 05.12.2018

London | 9:30am - 5:15pm

Drafting & Negotiating Commercial Agreements - 2018 Conference

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9:30am - 5:15pm
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