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2025-09-26 14:00:00

2 Credits

Contract drafting essentials: avoiding ambiguity, interpreting key terms, and understanding enforceability limits to prevent costly disputes.

2025-09-26 14:00:00

Contract drafting essentials: avoiding ambiguity, interpreting key terms, and understanding enforceability limits to prevent costly disputes.

2025-09-26 14:00:00

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Course Overview

Drafting Contracts That Prevent Costly Disputes

Participants will learn essential drafting techniques to create clear, enforceable contracts while avoiding common errors that trigger litigation. These skills apply immediately to commercial agreements and risk allocation provisions.

Key topics that will be covered

What will you learn

Attorneys will learn essential contract drafting principles, from fundamental formation requirements to sophisticated boilerplate provisions, addressing clarity in writing and common word interpretation pitfalls.

What will you gain

Attorneys will gain practical knowledge of legal frameworks governing key contract provisions, drawing on extensive case law to avoid errors that trigger disputes.

Clear Drafting
Use active voice, proper punctuation, and avoid legalese to prevent court criticism.
Word Interpretation
Understand how courts interpret terms like shall, material, arising, and relating.
Risk Allocation
Draft indemnification, exculpation, and limitation of liability clauses within legal limits.
Choice of Law
Apply Restatement principles and understand when courts refuse enforcement for public policy.
Online Formation
Ensure valid contract adoption through click-to-agree mechanisms and proper notice requirements.
Forum Selection
Draft precise clauses specifying courts in versus courts of to ensure enforceability.

What will you learn

Attorneys will learn essential contract drafting principles, from fundamental formation requirements to sophisticated boilerplate provisions, addressing clarity in writing and common word interpretation pitfalls.

What will you gain

Attorneys will gain practical knowledge of legal frameworks governing key contract provisions, drawing on extensive case law to avoid errors that trigger disputes.

Agenda

Session 1

Fundamentals of Contract Law and Client Focus

Session 2

Negotiation Strategies and Effective Contract Formation

Session 3

Online Contract Formation and Digital Adoption Methods

Session 4

Key Contract Provisions and Drafting Best Practices

Break

Scheduled Break for Participants

Session 5

Legal Considerations and Interpreting Common Contract Terms

Session 6

Risk Management and Avoiding Common Drafting Errors

Session 7

Enforcing Contracts and Managing Amendments Effectively

clock 2:00 pm - 2:15 pm EST

Fundamentals of Contract Law and Client Focus

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

This session explores the multiple audiences for contracts—lawyers, clients, and judges—and emphasizes evaluating provisions against actual client needs. Participants will examine how courts enforce contracts between sophisticated parties while recognizing limits around public policy and unconscionability.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

clock 2:15 pm - 2:30 pm EST

Negotiation Strategies and Effective Contract Formation

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

Learn why courts criticize dense, jargon-filled drafting and the consequences of overreaching in contract provisions. This session covers how courts may strike broader portions of agreements when drafters push boundaries too far.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

clock 2:30 pm - 2:45 pm EST

Online Contract Formation and Digital Adoption Methods

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

Examine how contracts are validly formed online through click-to-agree mechanisms, scroll-wrap approaches, and continued use provisions. The session addresses the totality of circumstances test courts apply to determine whether parties adopted standard terms and conditions.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

clock 2:45 pm - 3:00 pm EST

Key Contract Provisions and Drafting Best Practices

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

This session covers essential drafting techniques including active voice, proper punctuation, visual formatting, and conspicuousness requirements. Participants will learn best practices for captions, definitions, conditions, tables, and avoiding ambiguity in contract language.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

clock 3:00 pm - 3:10 pm EST

Scheduled Break for Participants

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

A brief intermission allowing participants to refresh before continuing with the remaining program sessions. Use this time to review materials and prepare questions for upcoming topics.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

clock 3:10 pm - 3:30 pm EST

Legal Considerations and Interpreting Common Contract Terms

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

Explore how courts interpret critical contract words like ‘a,’ ‘shall,’ ‘material,’ ‘arising,’ and ‘relating to’ with potentially outcome-determinative effects. This session also addresses choice of law provisions, forum selection clauses, and their enforcement limitations.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

clock 3:30 pm - 3:50 pm EST

Risk Management and Avoiding Common Drafting Errors

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

Examine risk allocation provisions including indemnification, exculpation, and limitation of liability clauses, along with their enforceability limits. Learn about non-reliance provisions, integration clauses, modification requirements, and the consequences of overreaching in risk-shifting language.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

clock 3:50 pm - 4:10 pm EST

Enforcing Contracts and Managing Amendments Effectively

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

This session covers arbitration clauses, statute of limitations modifications, jury trial waivers, and attorney’s fees provisions across jurisdictions. Participants will also learn about force majeure clauses, notice requirements, counting rules, and proper incorporation by reference techniques.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

01 08
Prev
Next

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Edwin E. Smith is a Senior Consultant at Morgan, Lewis & Bockius LLP, based in the firm’s Boston and New York offices, where he concentrates his practice in commercial law, debt financing, structured financing, workouts, bankruptcies, and international transactions. Ed is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border, and his representations have included major bankruptcies such as Refco, Lehman, the City of Detroit, and PG&E. Chambers USA has noted he “probably knows as much about UCC as anybody in the country.”

Education & Credentials

Ed earned his J.D. from Harvard Law School and his B.A. from Yale University. He is admitted to the Massachusetts and New York Bars, the Massachusetts Supreme Judicial Court, and the U.S. District Court for the District of Massachusetts.

Recognition & Leadership

Ed has been recognized as a Senior Statesperson in Banking & Finance by Chambers Global (2024) and Chambers USA (2021–2025), and as a Senior Statesperson in Bankruptcy/Restructuring, Massachusetts, by Chambers USA (2021–2025). He has been listed in The Best Lawyers in America across Banking and Finance Law, Bankruptcy and Creditor Debtor Rights, Corporate Law, and Equipment Finance Law (multiple years), with multiple Lawyer of the Year honors. He has also been recognized among Lawdragon's 500 Leading Global Bankruptcy and Restructuring Lawyers (2020, 2024, 2025) and received the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012).

Professional Involvement

Ed is a Life Member and Uniform Law Commissioner for the Commonwealth of Massachusetts and a member of the Permanent Editorial Board for the Uniform Commercial Code. He chaired the Drafting Committee for the 2022 UCC Amendments addressing emerging technologies and the Drafting Committee to Amend the Uniform Fraudulent Transfer Act, and is Past Chair of the UCC Committee of the ABA Business Law Section, a Life Member of the American Law Institute, and a U.S. Delegate to UNCITRAL working groups on international receivables financing and secured transactions. He serves as Faculty Lecturer in Secured Transactions at Harvard Law School, Northeastern University Law School, Suffolk Law School, and the Morin Center for Banking Law Studies at Boston University Law School.

Experience

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, derivatives, and repo-style transactions. His representations have included counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric Company, UBS AG in the Chapter 9 bankruptcy of the City of Detroit, various creditors of Lehman Brothers Holdings Inc., and Chapter 11 plan administrators for Refco Inc., among many others.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Edwin E. Smith is a Senior Consultant at Morgan, Lewis & Bockius LLP, based in the firm’s Boston and New York offices, where he concentrates his practice in commercial law, debt financing, structured financing, workouts, bankruptcies, and international transactions. Ed is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border, and his representations have included major bankruptcies such as Refco, Lehman, the City of Detroit, and PG&E. Chambers USA has noted he “probably knows as much about UCC as anybody in the country.”

Education & Credentials

Ed earned his J.D. from Harvard Law School and his B.A. from Yale University. He is admitted to the Massachusetts and New York Bars, the Massachusetts Supreme Judicial Court, and the U.S. District Court for the District of Massachusetts.

Recognition & Leadership

Ed has been recognized as a Senior Statesperson in Banking & Finance by Chambers Global (2024) and Chambers USA (2021–2025), and as a Senior Statesperson in Bankruptcy/Restructuring, Massachusetts, by Chambers USA (2021–2025). He has been listed in The Best Lawyers in America across Banking and Finance Law, Bankruptcy and Creditor Debtor Rights, Corporate Law, and Equipment Finance Law (multiple years), with multiple Lawyer of the Year honors. He has also been recognized among Lawdragon's 500 Leading Global Bankruptcy and Restructuring Lawyers (2020, 2024, 2025) and received the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012).

Professional Involvement

Ed is a Life Member and Uniform Law Commissioner for the Commonwealth of Massachusetts and a member of the Permanent Editorial Board for the Uniform Commercial Code. He chaired the Drafting Committee for the 2022 UCC Amendments addressing emerging technologies and the Drafting Committee to Amend the Uniform Fraudulent Transfer Act, and is Past Chair of the UCC Committee of the ABA Business Law Section, a Life Member of the American Law Institute, and a U.S. Delegate to UNCITRAL working groups on international receivables financing and secured transactions. He serves as Faculty Lecturer in Secured Transactions at Harvard Law School, Northeastern University Law School, Suffolk Law School, and the Morin Center for Banking Law Studies at Boston University Law School.

Experience

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, derivatives, and repo-style transactions. His representations have included counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric Company, UBS AG in the Chapter 9 bankruptcy of the City of Detroit, various creditors of Lehman Brothers Holdings Inc., and Chapter 11 plan administrators for Refco Inc., among many others.

Steven O. Weise.

Proskauer Rose LLP

Steve Weise is a partner practicing a wide range of commercial law, with particular focus on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions. He is a nationally recognized expert in these matters and is also authoritative on third-party opinion letters, contract law, online contracting, plain English drafting, and boilerplate.

Education & Credentials

Lecturer in Law at UCLA Law School, where he taught Uniform Commercial Code – Secured Transactions.

Recognition & Leadership

Nationally recognized expert in Uniform Commercial Code matters, especially Article 9 – Secured Transactions.

Professional Involvement

Member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. Former chair of the American Bar Association's Section of Business Law and its Legal Opinions Committee. Reporter for many TriBar Opinions Committee reports on opinions under the UCC. Long-time member of the board of the Working Group on Legal Opinions. Active in many other Restatement projects.

Experience

For thirty years, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the preparation of the American Law Institute Restatement of the Law, Consumer Contracts.

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