Drafting Contracts: Advanced Principles

Drafting Contracts: Advanced Principles by Ajar Rab comes after the huge success of the Basic Principles book. Advanced Principles is a comprehensive guide that navigates through the intricacies of contract law covering both theoretical and practical aspects of the subject matter. With the aim to minimise risk and ambiguity, the book revisits fundamental concepts of the law which arises throughout the lifecycle of a commercial contract from "letters of intent" to "term sheets" and their enforceable aspects. The author has referred to the UNIDROIT and CISG in this book to demonstrate the different approaches that one can take to each clause and how different laws may deal with the same issue.

The book guides the reader through the anatomy of a contract from interpretation clauses to definition qualifiers, trumping provisions, term clauses, accounting terms, representations, warranties, and the closing clause. The author has interspersed the book with practical examples and ample illustrations to reduce discretion and variability in contractual interpretation by adjudicating authorities.

Boilerplate clauses, which are often overlooked, have been dealt with by the author with strategic advice on the usual "choice of law clause", "choice of forum clause", and "exclusive jurisdiction clause". The author has also discussed the "force majeure" clause, particularly its application in the context of the COVID-19 Pandemic which provides an insightful reading on the manner of inserting such clauses with notice periods, identifying trigger events etc.

The author has used clear language and practical examples throughout the book. Its practical approach, combined with its coverage of basic and advanced principles of contract law makes it an indispensable resource for both beginners as well as seasoned professionals. Must have for in house counsel and transactional lawyers!

Extract from the Foreword

The present work fills a critical gap for young counsel navigating the art of contract drafting. Dr Rab's practical approach, informed by real-world experience, equips them to not only draft clear and enforceable contracts but also to anticipate potential challenges and outline effective dispute resolution mechanisms.

- Justice Surya Kant
Judge, Supreme Court of India

I must commend Dr Rab for his exceptional effort in illuminating a niche area of practice. This book stands out as a comprehensive guide, skillfully navigating the practical intricacies of contract law with clarity that both seasoned professionals and novices will find invaluable.

- Justice S. Sunil Dutt Yadav
Judge, High Court of Karnataka

A source of knowledge and practical wisdom, this book is guaranteed to help the reader navigate the complexities of legal drafting with clarity and precision. I congratulate Ajar for having written this wonderfully useful book which will be a valuable addition to any lawyer's library.

- Amit Anand Tiwari
Senior Advocate, Supreme Court of India Additional Advocate General, State of Tamil Nadu

Table of Cases
Introduction

Part I - MEETING OF THE MINDS
Memorandum of Understanding or Letter of Intent
Term Sheet
Recitals
Interpretation Clause

Part II - DRAFTING TO ALLOCATE RISK
Qualifiers
Trumping Provisions
Accounting Terms
Representations
Warranties
Time of the Essence

Part III - GETTING READY FOR BUSINESS
Definitions
Term Clause
Condition Precedent
Closing

Part IV - PERFORMANCE
Condition Subsequent
Consideration and Payments
Positive Covenants
Exit Clauses

Part V - RESTRICTIVE COVENANTS
Non-Compete Clauses
Confidentiality Clauses
Other Restrictive Covenants

Part VI - EXEMPTION CLAUSES
Force Majeure and Hardship

Part VII - REMEDIES
Indemnity Clauses
Cure
Self-Help Remedies
Liquidated Damages
Termination

Part VIII - DISPUTE MANAGEMENT AND RESOLUTION
Dispute Management
Choice of Law
Choice of Forum
Exclusive Jurisdiction Clauses
Arbitration Clauses

Part IX - BOILERPLATES
Boilerplates
Assignment Clauses
Sub-contracting
Modification or Amendment Clause
Entire Agreement Clauses
Limitation of Liability
Survival Clauses
Waiver or Acquiescence Clause
Severability or Savings Clause
Notices Clause
Relationship of the Parties
Counterparts
Miscellaneous Clauses

Conclusion
Subject Index