Drafting Commercial Contracts 2025 - Virtual Conference

Introduction

Chaired by Keith Markham, this online conference with a panel of leading experts offers a comprehensive update as to the current hot topics in this fast-moving area.

Each session will provide a full opportunity for questions and answers.

Conference Agenda

This live and interactive 5-hour conference will cover the following:

10am - 11am: Exclusion & Limitation Clauses

Keith Markham, Solicitor (non-practising)

A regular source of dispute between contracting parties, these clauses should always be a priority when drafting a contract. This session summarises recent case law in this area. Topics will include:

• Application of limitation clauses to interest claims
• Exclusion of ‘anticipated profits’
• Meaning of ‘aggregate liability’
• Interpretation of the phrase ‘or otherwise arising’

Morning Break

11:10am - 12:10pm: Where Indemnities Go Wrong

Jimmy Desai, Consultant Solicitor, Keystone Law

This session focuses on where indemnities go wrong, including:

• Scenarios: understanding typical market practice regarding where and when indemnities should and should not be used
• A review of key case law to show where wording is defective and how to address these defects
• Contractual drafting: understanding where indemnities can be inadvertently limited or invalidated by defective contractual drafting
• Negotiating indemnities: practical tips and strategies for negotiating indemnities and avoiding typical mistakes

12:10pm - 1:10pm: Smart Contracts - A Drafting Guide

Lizzie Williams, Partner, Harbottle & Lewis LLP

This session will explore key considerations when drafting Smart Contracts, with a focus on the importance of governing law and jurisdiction clauses—how to approach them and why they matter.

Break for lunch

2:00 - 3:00pm: Boilerplate Clauses - Essential Drafting Update

Stuart Cakebread, Barrister, Founding Partner, Cerulean

This session will provide a practical overview of common boilerplate clauses found in commercial contracts.

Afternoon break

3:15 - 4:15pm: Force Majeure & Material Adverse Change

Keith Markham, Solicitor (non-practising)

Force majeure clauses are a feature of almost all commercial contracts and are often simply re-used without a great deal of thought, which can then lead to unintended consequences. Material adverse change clauses are less commonly used and there are considerable arguments about how to interpret them given that they have only been considered by the English courts on a few occasions. This session looks at the most important aspects of each issue and sets out a series of practical steps to take. Topics will include:

Force Majeure

• Defining force majeure events
• Causation
• Prevention and mitigation
• Notification and termination
• Relevant case law

Material Adverse Change

• Use of MAC clauses in a share purchase agreement
• Correct approach to construction
• Meaning of ‘material’
• Relevant case law

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.