Lesson 9

Question 1

What are key phases in the contract drafting process?

Answer 1

1. Negotiation
2. Drafting
3. Revision
4. Finalization

Question 2

What are the benefits of using model contracts or clauses?

Answer 2

They reduce transaction costs, provide tested language, and can improve enforceability—but must be tailored to fit governing law and deal specifics.

Question 3

What are common sources for model contracts?

Answer 3

• ICC (iccwbo.org)
• FIDIC (for construction)
• ORGALIM
• LexisNexis, Kluwer, Thomson Reuters

Question 4

What are ‘cross-system contracts’?

Answer 4

Contracts written in a language different from the language of the governing legal system, e.g., English-language contract governed by German law.

Question 5

Why are cross-system contracts challenging?

Answer 5

Because legal terms carry system-specific meanings that may not translate directly; this can cause misinterpretation or unenforceability.

Question 6

How should legal terms in cross-system contracts be handled?

Answer 6

Use precise definitions, refer to original legal concepts (e.g., “Wegfall der Geschäftsgrundlage”), and avoid ambiguous translations.

Question 7

What is a common drafting style recommendation?

Answer 7

Use short, clear sentences, define rights and obligations precisely, and avoid vague terms like “without delay” or “as soon as possible.”

Question 8

What is the importance of specifying deadlines clearly in contracts?

Answer 8

Ambiguity in timing can lead to disputes. Define deadlines with reference points (e.g., “10 days after receipt of invoice”) and specify calendar rules.

Question 9

What is the function of a negotiation playbook or legal software tool?

Answer 9

They provide standardized negotiation strategies, clause libraries, and version control, improving consistency and reducing drafting errors.