Understanding Contract Interpretation & Drafting Standard Commercial Clauses

Marketing Institute of Singapore (MIS)

Course introduction

Have you ever wondered what a particular contract clause or term actually means? Why are certain clauses so commonly found in some commercial or business contracts? Being unsure on the meaning and interpretation of a contractual term or provision is too risky for your business and work. Poorly drafted contracts do not provide protection and may lead to contractual disputes and litigation, arbitration or mediation later on. This 2-day course provides participants with a practical guide on the meaning and purpose as well as interpretation of contractual terms and clauses and their possible variations. Participants will be taken through clause by clause found in a commercial contract including employment contracts and tenancy agreements. This course will not only highlight the pitfalls, but participants will also be given an analysis of sample agreements to address the common issues arising in commercial contracts together with standard form precedents and the interpretation of contract clauses. At the end of the course, you will understand the meaning of each clause found in a commercial contract. You do not need to have prior legal knowledge to attend this course. Participants should preferably have completed "Contract Law - Understanding the Concepts of a Contract" (2-day) Upon completion, participants may progress to attend "Contract Administration & Management" (2-day)

Target Audience

This course is useful to various personnel in a company – sales managers, contract managers, project managers, engineers, human resource, finance personnel and anyone who deals with agreements and manages a contract. Suggested model contracts will be examined to enhance learning. You do not need to have prior legal knowledge to attend this course.

Course Outline

  • Know the meaning of words used in contract terms
  • How to read a contract with ease
  • Interpreting a given set of contract terms
  • Which terms comprise the contract
- the terms set out in the contract document
- amendments to standard form agreements
- post-execution amendments
- the parol evidence rule, collateral contracts
- ordinary, dictionary meaning of words
- the legal terms and lawyers' jargon
- technical terms
- special meanings "in the industry" or given by the parties
- interpreting express contract terms
  • intention of parties + relevance of past court decisions + industry custom
- special conditions override standard conditions
- the ejusdem generis rule (of the same kind ) rule
- unclear contract wording construed against grantor
- implied terms
- special rules for exemption clauses – Unfair Contract Terms Act
  • Clauses / terms for most commercial contracts – boilerplate provisions
  • Structure of business agreements
  • Definitions and interpretation
  • Commencement and termination
  • Confidentiality and disclosures
  • Force majeure clause – doctrine of frustration
  • Assignments
  • Third party rights – Contracts (Right of Third Party ) Act and doctrine of privity of contracts
  • Intellectual property rights – patents, trademarks and copyrights
  • Warranties, liabilities, indemnities and guarantees
  • Condition precedent
  • Exclusions of liability
  • Service of notices
  • Entire or whole agreement
  • Variation clauses
  • Waiver clause
  • Time of the essence
  • Dispute and conflict of laws
  • Law and jurisdiction clauses
  • Duration and termination
  • Mediation and arbitration
  • Cumulative remedies and damages
  • Consequential damages
  • Golden rules for drafting and interpreting commercial contracts
  • How to tailor a standard form agreement or precedents
  • Pre-contractual documents
- memorandum of understanding
- letter of intent
- comfort letter
- letter of agreement
  • Checklist of matters which makes the contract terms unenforceable
- anti-competitive terms (Competition Act)
- penalty clauses and liquidated damages
- frustration
- mistake
- insolvency, bankruptcy and winding up
- breach of conditions and essential terms
- misrepresentations
- expiry of limitation period

Available Course Sessions

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Trainer Profile

Prof Catherine Tay Swee Kian

Prof Catherine Tay Swee Kian is an Associate Professorial Fellow lecturing law at the National University of Singapore, Department of Strategy and Policy (NUS Business School). She is also an Advocate and Solicitor of the Supreme Court of Singapore and an author of several law books. She is Associate Director of Bernard & Rada Law Corp.

Prof Tay studied law at Queen Mary College, University of London and graduated with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson.

Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore. Prof Tay is an examiner on law subjects for a number of professional bodies in Singapore and overseas. She conducts in-house seminars for hospitals, banks, statutory boards, hotels, commercial firms and companies, clubs and associations.