Contract Drafting

Professional drafting and execution of civil law contracts: Russian Civil Code requirements and practice.

Block 1. Introduction

1. Relevance of the topic.
2. General issues:
   • key terminology;
   • sources of contract law;
   • the principle of freedom of contract and its exceptions;
   • requirements for the form of a contract.

Block 2. Main part: working with the contract

1. Group discussion: contract practice at participants' companies, including problems, what to watch for and typical breaches.
2. Practical session: independently drafting or reviewing a civil law contract.
3. Review of draft contracts prepared by participants in light of legislation and case law:
   • preamble: what to include and what to watch for;
   • subject matter: complete and unambiguous wording;
   • payment terms: price, currency, deadlines and settlement procedure;
   • performance of obligations: time and place of performance, general requirements for the performing party;
   • contract deadlines: the significance and types of time periods, contract term and its extension;
   • amending and terminating a contract: grounds, procedure and what to consider;
   • liability for breach of contract: conditions, grounds for release, force majeure and creditor's fault, liability measures, penalties and damages;
   • sharing experience: what other terms are useful to include in a contract;
   • final provisions of the contract.
4. Group debate: what to provide for in a contract to avoid problems at the drafting stage.
5. Grounds for contract invalidity: defects of form, content, parties and the will of the parties.

Block 3. Workshop

1. Participants independently prepare a summary on how to organize effective contract work, review contracts and avoid typical mistakes.
2. Discussion of practical issues, sharing experience, consultations with the instructor.

Duration: 12 academic hours.