Mastering the Art of Contract Drafting: Lessons from Legal Practice

Megan Woodward Daily | ArentFox Schiff LLP

Megan’s practice concentrates on mergers and acquisitions, private equity financings, joint ventures, securitization entity formation and structuring, commercial contract drafting for national and international transactions, and general corporate law.

Prior to joining ArentFox Schiff, Megan was a commercial transactions and entities associate at a Delaware-based law firm. There, among other things, she drafted a negotiated UCC perfection and entity opinions, finance statements, security instruments, and formation documents for Fortune 500 companies and other US and foreign clients in transactions including: international legacy airline financings; refinancings of two international restaurant franchises and an international entertainment conglomerate; a hedge fund acquisition of a national retail chain; private equity firm acquisitions in multi-lev financings of 900+ property portfolios; and multi-iteration REIT financings.

I. The Foundations of Effective Contract Drafting | 1:00pm – 1:30pm

• Why Contracts Should Be in Writing / Statute of Frauds
• Types of Contracts

II. Building Blocks of a Contract | 1:30pm – 2:00pm

• Parties’ Obligations and Responsibilities
• Payment Terms
• Term and Termination
• Representations and Warranties
• Breach and Remedies
• Contract Modification

Break | 2:00pm – 2:10pm

III. Additional Provisions of a Contract | 2:10pm – 2:40pm

• Indemnification
• Limitation of Liability
• Insurance
• Force Majeure
• Independent Contractor Issues
• Intellectual Property Rights
• Confidentiality, Non-Solicitation, and Non-Competition
• Severability
• Dispute Resolution (Litigation, Arbitration, and Mediation)
• Governing Law / Venue
• Entire Agreement

IV. Pitfalls in Contract Drafting and How to Avoid Them | 2:40pm – 3:10pm

• Silence or Ambiguity Leading to Misinterpretation
• Inadequate Dispute Resolution Provisions
• Overly Favorable Terms for One Party