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Comprehensive Guide to Contract Interpretation and Drafting by Jack Friery

This guide by Jack Friery covers essential principles of contract interpretation and drafting. Drawing from the witty dialogues of Groucho and Chico Marx, it emphasizes the importance of understanding contracts as a whole, clarifying ambiguous terms, and applying common sense. Key drafting topics include defining parties, effective dates, indemnity, dispute resolution, and clauses like force majeure and termination. Whether for legal professionals or anyone involved in contracts, this resource is a vital tool for creating sound agreements.

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Comprehensive Guide to Contract Interpretation and Drafting by Jack Friery

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  1. Contract Interpretation & Drafting Jack Friery UCSD Extension Jack Friery

  2. Interpreting the Contract Groucho: "That's in every contract, that's what you call a sanity clause." Chico: "You can't a fool-a me. There ain't no sanity clause” --Groucho and Chico Marx in A Night at the Opera(Movie) Jack Friery

  3. Contract Definitions • "The party of the first part..." is hereinafter called: "the party of the first part..." and "The party of the second part..." is hereinafter called: "the party of the second part... --Groucho and Chico Marx in A Night at the Opera Jack Friery

  4. Contract Interpretation • Read and interpret the contract as a whole • Don’t throw anything out • Give ambiguous terms their reasonable and effective meaning • Ordinary terms—ordinary meaning • Technical terms—technical meaning • Trade practice & prior dealings may interpret • Common sense is part of the contract Jack Friery

  5. Interpretation (con’t) • Order of preference if necessary: • Negotiated terms over standardized terms • Specific terms over general terms • Written over typewritten terms • Typewritten over pre-printed terms • Contra proferentem if all else fails: • Interpret against the drafter Jack Friery

  6. Contract Drafting—Hot Topics • Description of the parties • “Whereas” clauses • Defined terms & definitions • Capitalize defined terms • Be consistent with terms • Effective date Jack Friery

  7. Drafting (con’t) • Anti-assignment • Indemnity • Covered events (Negligence? Intentional acts?) • Proportion • Cap on liability • Severability clause Jack Friery

  8. Drafting (con’t) • Choice of law • Disputes process • Preliminary negotiation? Establish time limit. • Mediation? • Arbitration? • Where? • Process? • Binding or non-binding Jack Friery

  9. Drafting (con’t) • Warranty • Duration, notice, warranted events, remedies • Only modify in writing • Publicity & disclosure • Breach & remedies • Consequential damages? Jack Friery

  10. Drafting (con’t) • Termination & duration • Force majeure • Survival provision (proprietary data, disputes) • Integration clause Jack Friery

  11. Questions? Jack Friery

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