Drafting Flashcards
If a clause in an agreement purports to give a third party rights, how can one modify an exclusion of Contracts (Rights of third parties) Act, clause?
e. g if clause 10
10. 1 Subject to the provision of clause 10.2, for the purpose of the Contracts (Rights of Third Parties) Act 1999, this Agreement does not and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.
10.2 The Company shall have the right to enforce the terms of Clause 8 expressed to be for its benefit as if it were a party to this Agreement.
What are the rules regarding assignment?
At common law, benefit of the contract can be assigned bu the burden cannot (need deed of novation to assign burden).
What should one use instead of under £100?
under and excluding £100.
What should you use instead of by Thursday?
on or before Thursday.
What does Clause A is notwithstanding any other provision mean?
Clause A overrides all other provisions.
What does Clause A is ‘without prejudice’ to Clause B mean?
Nothing in Clause A impairs the effectiveness of clause B.
Individual deed execution clause?
Signed as a deed by Alex Smith in the presence of witness
Signature of witness and address and occupation.
Signature of individual.
Execution clause on behalf of UK company (Agreement under Hand)
Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF COMPANY]
…………………………. [SIGNATURE OF DIRECTOR]
Director
Two ways a deed can be executed by a UK company?
Two directors ‘acting by’
Director in the presence of witness.
Simple contract on behalf of foreign company?
Signed by DIRECTOR for and on behalf of COMPANY
……………. Authorised signatory.
Execution clause of Power of Attorney (deed)
Signed as a deed by [NAME OF ATTORNEY] as duly authorised attorney for [NAME OF DONOR COMPANY] under a power of attorney dated [DATE] in the presence of [NAME OF WITNESS]
…………………………. [SIGNATURE OF WITNESS]
[ADDRESS AND OCCUPATION OF WITNESS]
………………………….
[SIGNATURE OF ATTORNEY]
Attorney for [NAME OF DONOR COMPANY]
Force Majeure?
Suspends or terminates contractual obligations if an event outside parties’ control occurs which prevents performance of parties’ contractual obligations.
Severance?
Ensures that if any clause is declared illegal, unenforceable or invalid, it can be severed at court’s discretion while allowing remaining contract to remain valid.
Warranty?
Binding statement of fact made by one party to the other.
Indemnity?
Contractual obligation (one party agrees to keep the other protected from a specific loss).
