What is a Contract Drafting Course?
A Contract Drafting Course teaches its students how to draft contracts effectively. These courses are usually targeted at Lawyers and cover topics such as understanding Contract Law, drafting contract clauses, and negotiating contracts. Rare courses, such as those run by Blaze Professional Learning, teach Contracts Professionals with no Law Degree how to work with contracts, complete precedents, instruct their Lawyers, and prepare contracts for signing. The best Contract Drafting Courses allow their students to apply what they learn through practical exercises.
Introduction
Contracts Professionals know how important it is to have well-drafted contracts. Strong contracts can make a business deal, improve the relationship with your counterparty and bring about a successful project. A poorly-written contract, or one containing mistakes and inconsistencies, can cost your organisation time, money, reputation and loss of opportunity.
Most Contracts Professionals work with contracts daily, carrying out all tasks except the specific legal drafting. Some of their organisations don’t have Legal Divisions, and those Contracts Professionals make use of precedents that they have worked out how to use on their own. Most of them do not have a Law Degree nor any opportunity to learn what they are doing except through on-the-job training and (if they are lucky) mentoring.
That’s why it’s so important for Contracts Professionals to attend drafting contracts courses to upskill themselves and learn new techniques in writing contracts they may not otherwise be taught.
The role of Contracts Professionals in an Organisation
Non-Legal Contracts Professionals play a crucial role in the Contract Drafting process.
They may play different roles depending on the organisation’s culture, how its Divisions are set up (eg Procurement, Commercial and Contract Management Divisions), and the involvement of its Legal Division (if one exists).
Commonly, Contracts Professionals may be responsible for the following parts of the Contracting process:
planning the project and commercial/operational requirements for the project;
providing instructions to their Lawyers (if Lawyers are available) on the needs of the particular project;
with advice from their Lawyers (if available), selecting the appropriate form of contract to use for the project, and deciding whether a precedent or a purpose-drafted contract will be used;
drafting the Tender Documents;
drafting certain parts of the contract (particularly the Contract Particulars and the Statement of Requirements);
working with their Lawyer to confirm that parts (or the whole) of the draft contract are suitable for the project and its commercial objectives;
approving certain contract terms, particularly from a Commercial perspective;
answering Tender Clarifications;
evaluating Tender Responses (or guiding the Evaluation Committee to evaluate Tender Responses);
selecting the Preferred Tenderer (or co-ordinating the Evaluation Committee’s selection of the Preferred Tenderer);
working with the Lawyer (if available) to review, consider and negotiate Contract Departures submitted by the Preferred Tenderer;
amending the contract (or approving amendments to the contract made by their Lawyer) after negotiating Contract Departures. (Note – it is always recommended to have a Contracts Lawyer make these amendments);
incorporating relevant Tender Documents and Tender Response Documents into the contract after the successful Tenderer is selected and any contract negotiations have been completed;
ensuring that the final version of the contract accurately reflects the agreed-upon terms;
ensuring that all Contract Documents (ie the different parts of the contract) are organised and formatted and that all relevant stakeholders and the Delegate have signed off on the final document;
having the contract executed by both parties (and ensuring each party was able to sign it properly and the agreement is a valid contract);
managing changes or revisions to the contract; and
managing variations, non-performances and disputes.
If their organisation does not have internal Lawyers (ie a Legal Division), it is possible that the Contracts Professional will be responsible for all of the above steps, even though they don’t have a Law Degree.
Which topics do Contracts Professionals need to know?
In order to carry out their roles, and regardless of which steps they intend to carry out in the Contract Planning and Contract Drafting processes, Contracts Professionals need to have a good understanding of:
how to work with contracts (including techniques and best practices);
the terms and language used in contracts;
how contracts fit together (and how Contract Documents should be compiled);
different legal and commercial requirements about drafting contracts to ensure they reflect the Preferred Tenderer’s Departures and any instructions from within the organisation (eg relating to risk allocation);
the specific needs and requirements of the project, the organisation and their industry (and how to make sure these are reflected in the contract).
Are there Contract Drafting Courses that apply to Non-Lawyers?
Despite the importance of Contract Drafting in the work of Contracts Professionals and the large number of Non-Lawyers who work with contracts, few courses on Contract Drafting are available that cater to their needs.
Most Contract Drafting Courses are still only offered to Lawyers, ignoring the fact that Contracts Professionals are also heavily involved in the Contract Drafting process.
The lack of courses tailored to Contracts Professionals without a Law Degree has to change, and this is part of our mission at Blaze Professional Learning. We have designed a majority of our courses so that they apply specifically to Non-Lawyers.
Why Contract Drafting Courses should be available to Non-Lawyers
I recently spent several weeks coaching a delightful Contracts Professional in Procurement. She was responsible for undertaking all of the procurements for her organisation, including preparing tender documents, finalising precedent contracts, assessing tenders, negotiating with tenderers, preparing the final contract documents (based on Tender Responses and commercial negotiations), and getting the agreement signed.
She had no access to a Lawyer and nobody to teach her what to do. So she was muddling along, getting more and more stressed about her role and performance.
From my own experience, thousands, if not hundreds of thousands of Contracts Professionals are in a similar situation.
And hearing about her struggles reinforces why Contract Drafting Courses must apply to Non-Lawyers as well as Lawyers.
Contracts Professionals must learn and practice hundreds of skills and techniques so they can carry out their roles effectively. However, most of these skills are not being taught to them, all because of the fiction that “only Lawyers draft contracts.”
These days that is not the case!
Why should you take a Contract Drafting Course?
Here are 10 reasons why Non-Legal Professionals who work with agreements should take a Contract Drafting Course:
1. Gain an understanding of contract language and terminology
Contracts are full of legal jargon that can be confusing to Non-Lawyers. A Contract Drafting Course can help you understand the language, meaning and terminology used in contracts.
2. Understand contractual obligations
A Contract Drafting Course can help you understand the legal obligations that arise from contracts (and each clause within a contract). This understanding can help you navigate contract negotiations and manage contractual relationships and help ensure that all parties meet their obligations.
3. Avoid common mistakes
Even minor errors in a contract can have significant consequences. A Contract Drafting Course can teach you how to avoid common mistakes that can lead to costly litigation.
4. Ensure compliance with legal requirements in your jurisdiction
Contracts must comply with various legal requirements, such as the Statute of Frauds and specific laws in your jurisdiction. A Contract Drafting Course can teach you how to ensure your contracts comply with these requirements.
5. Protect your organisation’s interests
Contracts are a critical tool for protecting your organisation’s interests. A Contract Drafting Course can teach you how to work with contracts in a way that protects your organisation, complies with its policies and procedures, minimises risk and lowers the chances of breach of agreements.
6. Reduce stress
By knowing what you need to do in order to plan and draft a contract, you can reduce your stress and cut down on your worries that you are doing things incorrectly and that you might “stuff things up.”
7. Learn how to negotiate contracts
Negotiating contracts is essential to many business transactions. A Contract Drafting Course can get you started on learning how to negotiate contracts effectively and protect your organisation’s interests.
Dedicated Contract Negotiation Courses can then be taken to expand your learning further.
8. Enhance your professional skills
Knowing how to draft contracts is valuable for many Non-Legal Professionals. Taking a Contract Drafting Course can help you enhance your professional skills and improve your career prospects.
9. Increase your confidence
Understanding Contract Drafting can be intimidating, but taking a course can help you feel more confident in your abilities. This confidence can help you negotiate better deals and make more informed business decisions.
Contract Drafting Courses are a fantastic way to put aside your Imposter Syndrome – something we’ve found is particularly common in professions where you are forced to teach yourself skills rather than learning through more formal means.
10. Stay ahead of the competition
Contract Drafting is vital in many industries. By taking a Contract Drafting Course, you can stay ahead of the competition and position yourself for success in your career. You can also give your own organisation a big boost in terms of the commercial success it is able to achieve over its own competition.
What should a Contract Drafting Course for Non-Lawyers Cover?
A Contract Drafting Course for Non-Legal Contracts Professionals should cover all of the parts of the Contract process that we mentioned above.
Contract Drafting Courses should also cover:
1. Contract Law basics
Contracts Professionals need to know the basic principles of Contract Law, such as offer, acceptance, consideration, and capacity. Students should learn how to identify the essential elements of a contract and apply them in a business context. The particular focus should be on determining whether a contract has been validly formed.
A good Contract Drafting Course will go beyond theory and will explain how you can apply these basic principles of Contract Law in your work. It will also help you understand why you should even care about Contract Law, by showing how it crosses over particular practical aspects of your role. Rather than just learning “what is offer and acceptance for an agreement”, the best Contract Drafting Courses for Contracts Professionals will include scenarios and specific examples to give context to these legal principles and highlight why lack of offer and acceptance (for example) can impact on each Contracts Professional’s role.
2. Contract Structure
Students need to learn how to structure a contract effectively, including how to change Tender Documents into Contract Documents. Students will also need to learn how to complete the different Contract Documents and how to amend the contract itself, so those documents properly become a part of the agreement (whether by reference or inserted within the contract itself).
3. Filling out the contract
Contracts Professionals also need to learn how to fill out the Contract Particulars or other Schedules to ensure the contract is comprehensive and contains all of the provisions for the negotiated outcomes from any Tender process.
4. Working with precedents
A different skill-set is required to work with a set of organisational precedents versus drafting contracts from scratch. Contracts Professionals need to understand how to change a precedent into a Contract Document and how to determine that the precedent is the correct document to be used.
Contracts Professionals should also be taught how to identify changes that need to be made to a precedent, and which changes they can do themselves versus the changes for which they should seek legal advice.
5. How specific contract clauses operate
It is important that Contracts Professionals understand how certain types of contract clauses operate, such as warranties, indemnities, and termination clauses.
By understanding how these clauses operate, they are better placed to protect their organisation’s interests, avoid future disputes and keep their organisation out of court.
Separately, courses for Contracts Professionals should also cover the Contract Review process and teach those Professionals how to review agreements without having a Law Degree.
How to choose a Contract Drafting Course?
Contract drafting courses can vary in length, format, and level of difficulty. Some courses may be offered online, while others may be in-person.
Some things to consider in deciding which Contract Drafting Course is best for you are:
Is this course specifically intended for Non-Lawyers? If you attend a course for Lawyers, you may learn some useful theory, but a large part of what you learn will likely not be useful to your daily work requirements.
Is my Instructor experienced in the roles that a Contracts Professional must play? If not, how are they supposed to teach me how to better perform my work?
How much time do I have available?
Do I want a course within work hours (generally if your organisation is paying for the course) or outside work hours (generally if you are paying for the course yourself)?
Do I prefer in-person or online courses?
What is my budget? If you calculate how many hours the course is, and divide the total course fee by the number of hours, you will get an hourly rate that will allow you to compare courses. Keep in mind, however, that not all courses are the same, and it may be better for you to take a course with a higher hourly rate in order to get better practical training).
Do you prefer your course to be carried out in a block (eg 2 days) or spread over several weeks (eg 10-week course, 1 hour per week)?
Are there any prerequisites?
Some Contract Drafting Courses have prerequisites where the student needs to have first studied basic Contract Law principles (such as consideration, offer and acceptance). Our Fundamentals Courses at Blaze Professional Learning do not require any prior learning or study. They are intended to teach Contracts Professionals all they need to know about working with contracts, even from their first day on the job.
Where to find Contract Drafting Courses?
There are several ways to find Contract Drafting Courses. Some law schools and universities offer Contract Drafting Courses as part of their curriculum (although most are tailored for Lawyers).
Additionally, many continuing legal education providers offer Contract Drafting Courses for Lawyers and Paralegals. Online learning platforms like Udemy, Coursera, and LinkedIn Learning may also provide a variety of Contract Drafting Courses, however these also seem to mostly cater for Lawyers and Legal Professionals.
Unfortunately, most Contract Drafting Courses are tailored for Lawyers rather than for Contracts Professionals.
We also offer courses on Contract Drafting here at Blaze Professional Learning. Our particular focus is on teaching Contracts Professionals how to work better with contracts and how to act as the Instructing Officer for their Lawyers. We cover each of the 17 points we mentioned above, and we ensure that you learn knowledge that is useful and can be applied practically in your day-to-day role.
Here are some Contract Drafting Courses in Australia (and online) that are tailored for Non-Lawyers:
1. Contract Drafting Course: Fundamentals (Blaze Professional Learning)
2. Contract Law for Non-Lawyers
3. Commercial Contracts for Non-Lawyers
4. Contract Law Fundamentals for Non-Lawyers
How long does it take to complete a Contract Drafting Course?
The length of a contract drafting course can vary depending on the course’s format and level of difficulty.
Common Contract Drafting Course lengths include:
Consecutive courses
one hour;
half a day (eg four or six hours);
a full day (eg eight hours);
two or three days;
Extended courses
4 weeks (1 hour lessons);
6 weeks (1 hour lessons);
10 weeks (1 hour lessons); and
3 months (1 hour lessons).
Some courses may require more time commitment than others, with assignments and projects to be completed outside of class time. Some – such as negotiation courses – may be more practical and less theoretical.
Tips for Succeeding in a Contract Drafting Course
To succeed in a Contract Drafting Course, you should keep these tips in mind:
be prepared to dedicate time and effort to your study. Contract Drafting can be challenging, and it requires practice to master. It is important to make sure you understand the concepts being taught to you before the course is completed;
actively participate in course discussions and exercises. This will help you apply what you’ve learned and get feedback from your instructor and peers;
seek feedback on your work from your instructor and peers. This will help you identify areas where you need to improve and refine your skills.
To make the most of a contract drafting course, be sure to participate in class discussions and exercises actively. Take advantage of opportunities to practice drafting contracts and seek feedback on your work. Additionally, feel free to ask questions and seek clarification from your instructor or peers on any parts of the agreement you don’t understand. Remember, the goal of the course is to improve your skills, so make the most of the resources available to you.
Conclusion
Contract Drafting, and knowing how to work with contracts, are essential skills for both Lawyers and Contracts Professionals.
You may need help with how to work with contracts. You may want to upskill yourself or learn more advanced ways of Contracting.
As a Contracts Professional, taking a Contract Drafting Course is an intelligent investment. It can provide you with the skills and knowledge you need to work with contracts. And it can help you protect your organisation’s interests whenever it seeks to enter into an agreement.
It’s essential to find the Contract Drafting Course that is right for you. In particular, look for a course that is run by people who understand the critical role Contracts Professionals play in their organisation.
Look for instructors, such as myself, who understand that your role is just as important as the role of the Lawyers within your organisation.
By asking your organisation to upskill you or by taking steps to upskill yourself, you can save stress, work more efficiently and effectively around agreements, enhance your career opportunities, and save time and money for your company.
And you can gain the satisfaction that you’ve developed a challenging skill that has – in the past – been solely reserved for Lawyers.
