You must have studied contract law in law school. What did they teach you?
The Indian Contract Act 1872? Associated statutory laws and case law related to principles of contract?
Under the Indian Contract Act, you must have learned about the general principles of a contract, its enforceability in a court of law and the ingredients of an enforceable contract – offer, acceptance, consideration, capacity and legality.
Under the Indian Partnership Act and the Limited Liability Partnership Act, you learned about the general principles of partnership and the creation of rights and liability thereof.
So you studied these acts and hundreds of case laws related to them and you have a very good understanding of the principles of contract and partnership.
Now tell me, your client, a large construction company which undertakes international projects in collaboration with government agencies and peers, has agreed to enter into a contract with the Government of India for the construction of a 100-km expressway.
Your client wants you to draft a work agreement contract involving the government with a clause-by-clause explanation of:
- Consideration or obligations of parties
- Terms of contract
- Termination conditions of the agreement
- Duties of each party
- Operation and maintenance period and condition of the expressway
- Representations and warranties
- Indemnification in process of work
- Method(s) of payment
- Dispute resolution authorities in case of conflict
- Jurisdiction involving enforcement
- Confidentiality
- Breach and consequences
- Force majeure
Can you draft this work agreement contract for your client? Will you be able to correctly explain clause-by-clause terms and conditions of the contract? Do you know the basic ingredients of such a contract? Based on your understanding of the principles of contract, will you be able to draft the contract for your client?
You know the answer!
This is just one example. Hundreds of different commercial contracts are needed in the industry, and lawyers are called upon to draft them. I have listed some examples below.
Are you ready for it?
If not, wouldn’t it be awesome if you could draft all the contracts mentioned below? What kind of career opportunities can open up if you can learn to draft such high-value commercial contracts?
Skills for every sector
Apart from generic contracts which may follow a common template, every industry requires certain specific kinds of contracts. Let’s look at some of them:
Corporate/commercial or general corporate
- Confidentiality and non-disclosure agreements
- Memorandums of understanding
- Letters of intent
- Term sheets
- Exclusivity agreements
- Commission agreements
- Services agreements
- Employment agreements
- Manufacturing agreements
- Supplier/ vendor agreements
- Marketing and distribution agreements
M&A, Investments and Private Equity
- Co-Founders agreements
- Partnership and Limited Liability Partnership agreements
- Articles of association of a company
- Business transfer agreements
- Share purchase/sale agreements
- Business /Asset sale agreements
- Joint venture agreements
- Shareholders agreements
- Share subscription agreements
- Trust deeds
Banking & Finance
- Loan agreements (single bank, syndicate loan agreements, in home currency and in foreign currency, e.g. dollars)
- Various mortgage deeds
- Deeds of hypothecation
- Pledge agreement for movables and shares
- Guarantees
- Non-disposal undertakings and comfort letters
- Inter-corporate loan agreement
- Security trustee agreements
- Settlement agreements
Technology
- Software development agreements
- Master service agreement and statements of work, change orders
- Service level agreements
- Web development agreements
- Integration agreements
- End-user licence agreements
- Subscription services agreements
- Terms of service
- Privacy policy
- Domain name assignment agreements
- Policies: Cancellation, returns and refund, cookies, etc.
Intellectual Property
- IP & content licence agreements
- Technology transfer agreements
- Franchising agreements
- Inventions agreements
- IP assignment agreements
- Work-made-for-hire agreements
- Book publishing agreements
- Music licence agreements
- Video game development and licence agreements
There’s a reason I have gone into such detail. I want you to think. Can you draft the types of agreements mentioned above? Is there any law school that would teach you how?
These businesses involve transactions worth crores of rupees and need detailed provisions, terms and conditions. A single mistake can cost your client a fortune.
How a single clause can change the game
The 2019-20 Reliance Future Retail deal showed us the value of the ROFR (right of first refusal) clause. Amazon had an ROFR clause, meaning they would have the right to make a similar offer as Reliance, for investing into or acquiring Future Retail, but Future Retail did not follow this provision and entered into a deal with Reliance.
Amazon took Future Retail to arbitration in Singapore, and the arbitral tribunal upheld the contract and stalled the deal.
Future Retail challenged this before Indian courts, which rejected the challenge and upheld the ROFR provision in the shareholders’ agreement again. Amazon now demanded USD 40 million to drop the ROFR clause.
Thus, not only did that single clause cost Future Retail a lot of money, but landed the deal in a complex legal battle in which the Supreme Court of India, Delhi High Court, National Company Law Tribunal, National Company Law Appellate Tribunal, Competition Commission of India and Singapore International Arbitration Centre all became involved.
In April 2022, Reliance announced it was abandoning its acquisition plans. Once India’s second-largest retailer with more than 1,500 stores, Future Retail and its group companies are now facing lenders seeking to recover dues of almost INR 29,000 crore under the Insolvency and Bankruptcy Code.
Therefore, to draft a contract, one not only needs a good understanding of contract law but also excellent drafting skills in order to avoid any discrepancies. Because every single clause carries equal value for your client.
Theory vs practice
Law school teaches you the theoretical part of contracts, and laws and precedents governing contracts. Rarely does a college provide contract drafting experience. Even drafting classes in colleges, if they at all exist, are especially concerned with pleadings and conveyance.
As business sentiments grow and markets are formalised, industries are placing heavy emphasis on the legal and compliance aspects of business. Consequently, we will see a sharp spike in the formation of contracts and agreements in the coming years.
Drafting skills are the bread and butter of a legal professional in the initial stages. If you don’t have the practical skills to draft a contract, can you imagine what amazing opportunities you will miss out on?
The practical side is what we will focus on when you join our FREE, LIVE, online bootcamp on ‘International opportunities in contract drafting’ from May 6-8, 7.00-10.00 pm IST daily.
As you will note, our scope is not limited to just India. We will teach you exciting and practice-based skills and tips that you can use for success at home and abroad.
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