Title: How to compose a well-written contract: A course for beginners with tests

Abstract:

This course offers guidelines on how to construct agreements (contracts) in the correct manner. Apart from a concise presentation of the nature of a civil contract, including the species and modes in which it can be concluded, the course also covers how to name the parties, how to choose contract title and how to sign and initial the contractual text. It also elucidates how to specify the main obligations and rights of the parties and compose the further part of the content of the contract, together with the proper language and terminology that should be used.

The following typical instruments that are usually employed in securing the execution of a contract are also presented: a) contractual fines, b) higher interests for delay than statutory ones, c) advance (down) payment and deposit, d) termination of and withdrawal from an agreement when it is unduly executed or ceased to be executed, e) a blank bill of exchange, f) retention of the ownership of goods delivered to the other party until this party pays the full price, g) an acceptance protocol.

Moreover, also discussed are numerous clauses which are customarily placed at the end of the contract text which allow: a) choice of the law of a given state that is to govern the contract, b) an indication as to which law (legal provisions) should be applied to issues that are not regulated in the terms of contract, c) rescue of the contract when one or more of its provisions are void (not binding) in light of law, d) giving the potential disputes concerning the meaning of contract and its (non-)execution under the jurisdiction of a private (arbitration) court, e) directing the potential disputes regarding the meaning of contract and its (non-)execution to mediation before judicial proceeding may be instigated, f) accepting the jurisdiction of foreign courts at the expense of the jurisdiction of national courts, g) determination of which parallel court(s) is (are) entitled to handle the disputes over the meaning of the contract and its (non-)execution, h) specifying the form in which amendments and supplements to the contract can be made, i) enumerating the number of hard copies of the contract.

Allowances have also been made for ascertaining the optimal length of the contract, together with adducing concrete solutions which help make the contract text shorter, the principal rules of interpretation of the contractual provisions and matters that are important while one is taking advantage of ready templates of a given sort of contract (the kinds of problems that may arise when one wants to make use of such templates in practice). Also mentioned are the specific manipulations that may be employed in reality in order to make the content of contract more favorable for one of its parties, in combination with highlighting the risks that such manipulations entail.

The overall accompanying aim has been to highlight the mistakes that are commonly made during the composing of contracts and which – to a lesser or greater extent – may turn out to be “pernicious” for their parts. Checking progress and the internalization of knowledge which has been incrementally acquired is enhanced by means of numerous tests, the answers to which are given at the end of the course.

Słowa kluczowe: umowa, opracowywanie, przygotowywanie, pisanie, tworzenie, technika, prawo, cywilne, prywatne, klauzula, postanowienie, prawniczy, odpowiedzialność, kontrakt, dyrektywy, wskazówki, reguły

Key words: agreement, construction, composing, writing, creating, technique, law, civil, private, clause, provision, legal, responsibility, contract, directives, guidelines, rules