OSGOODE PROFESSIONAL DEVELOPMENT

DRAFTING CLEARER
CONTRACTS
A COMPREHENSIVE AND DISCIPLINED
APPROACH TO DRAFTING AGREEMENTS
This practical one-day course will cover:
The benefits of clear drafting
Efficient and less efficient contract usages
Categories of contract language and how to use them
Mastering how to lay out the body of the contract
Using defined terms
Different kinds of ambiguity and how to avoid them
Problematic words and phrases and what to use instead

NEW! An optional second day intensive program

offered exclusively through OsgoodePD, Advanced
Drafting Clearer Contracts: An Intensive Program
in the Categories of Contract Language with Ken Adams.
Participate in learn-by-doing exercises to test and enhance
your drafting skills.

REGISTER NOW AT
WWW.OSGOODEPD.CA

Get full annual professionalism hours.

See reverse for details.

KEN IS AN ENGAGING
AND SPIRITED LECTURER
WHO MADE A FULL DAY
OF DRAFTING BOTH
ENTERTAINING AND
USEFUL. THIS IS LIKELY
ONE OF THE BEST CLES
I HAVE EVER ATTENDED.
M. McGugan
City of Mississauga, Legal Services

THIS IS THE FIRST CLE

EVENT WHERE I HUNG
ON EVERY WORD OF
THE SPEAKER.
C. Serianni
Gilead Sciences Canada Inc.

Course Leader

Location

Kenneth A. Adams
Author, A Manual of Style
for Contract Drafting

Osgoode Professional Development

1 Dundas St. W., 26th Floor
Toronto, ON

Date and Time

Optional Advanced Program

December 3, 2014
9:00 a.m. - 4:00 p.m.

December 4, 2014
9:00 a.m. - 3:30 p.m.

Interactive in-person program

A WORLD LEADER IN LAW SCHOOL LIFELONG LEARNING

DRAFTING CLEARER CONTRACTS

A COMPREHENSIVE AND DISCIPLINED APPROACH TO DRAFTING AGREEMENTS

Too often, the reliance on contract precedents allows contract drafters to turn
out legal agreements without really understanding the possible shortcomings.
And when theyre called upon to be creative maybe even draft something from
scratch many drafters are ill-equipped to come up with something that works.
This intensive OsgoodePD course was designed to provide
lawyers, contract managers and contract drafters, with a
comprehensive and disciplined approach to contract drafting.
Ken Adams has developed a thoughtful and rigorous
curriculum that will benefit all, whether junior or more
experienced. The focus is not on what to include in
a contract, but how to express it clearly and effectively.
Materials for the course will include a copy of Ken Adams
book, A Manual of Style for Contract Drafting (2013,
3rd edition), one of the American Bar Associations
best-sellers. Its the only book of its kind, and has
become a valued resource to the legal profession.
Here is what one practitioner has said about Kens book:
A Manual of Style for Contract Drafting is filled
with practical advice. It certainly fills a need
the vast majority of agreements out there violate
the principles Ken Adams states so clearly. Every
lawyer who drafts or interprets contracts should
have a copy of this book within reach.
Michael A. Woronoff, Partner, Proskauer Rose LLP
In this course, Ken Adams will build on the content of his
book to provide a comprehensive and practical foundation
for contract drafting.
This may be the most valuable day of instruction
a drafter will ever have.

REGISTER NOW BY VISITING WWW.OSGOODEPD.CA,

CALLING 416.597.9724 OR 1.888.923.3394,
EMAILING OSGOODEPD@OSGOODE.YORKU.CA
OR FAXING 416.597.9736

OSGOODE PROFESSIONAL DEVELOPMENT

Course Leader

Kenneth A. Adams is the leading

authority on contract language.
His book, A Manual of Style for
Contract Drafting is one of the
ABAs best-selling titles and has
become an essential resource for
contract drafters. He gives public
and in-house seminars in the U.S.,
Canada and internationally, acts as
a consultant and expert witness.
From 2006 to 2012, Ken was a
lecturer in law at the University
of Pennsylvania Law School, where he taught the schools
first course on contract drafting. After graduating from
the University of Pennsylvania Law School, Ken practiced
corporate law at major law firms in the U.S. and Europe.
His website and blog are www.adamsdrafting.com.

AGENDA - WEDNESDAY, DECEMBER 3, 2014

8:30-9:00

11:35-12:00

Registration and Continental Breakfast

Using Defined Terms

9:00-9:20

Introduction
The state of contract drafting
The costs and causes of deficient drafting
The goals for the program

The two kinds of definitions

The role of the definition section
Using an index of defined terms

12:00-1:00

Luncheon

9:20-10:10

1:00-1:30

The Front and Back of the Contract

Ambiguity and Vagueness

The title and introductory clause

The function and layout of recitals
The traditional recital of consideration
The concluding clause
The role of exhibits and schedules

Different kinds of ambiguities

How to avoid them

10:10-10:30

Categories of Contract Language

The different categories of contract language and
their function
How to distinguish between the categories
Why does it matter?

10:30-10:45

Refreshment Break
10:45-11:20

Categories of Contract Language, contd

11:20-11:35

Layout
How to present sections, subsections, and enumerated clauses
Using Adams enumeration scheme
Issues of typography

1:30-2:15

Select Usages
Problematic words and phrases
Clearer alternatives

2:15-2:30

Drafting as Writing
Some general principles of good writing that apply to
contract drafting.

2:30-2:45

Refreshment Break
2:45-3:45

Bringing It All Together

Redrafting some sample provisions.

3:45-4:00

Effecting Change
The individual
The organization

4:00

Course Concludes

What recent participants from the

May 2014 session said:

THE BEST POSSIBLE PRESENTER

FOR THIS TOPIC.
Barry Mandelker,
Counsel, Department of Justice, Canada

EXCELLENT SESSION,
WOULD RECOMMEND IT!
Hannah Schell
Head of Concrete Section
Ministry of Transportation, Ontario

WHO SHOULD ATTEND

In-house Counsel
Business Lawyers
Corporate Solicitors
Government Counsel
Senior Executives and Managers
Contract Managers and Administrators
Law Clerks
Paralegals

OSGOODE PROFESSIONAL DEVELOPMENT, 2014

NEW! Optional Advanced Program

REGISTRATION

Please complete all

registrant information.

Drafting Clearer Contracts

Advanced Drafting Clearer Contracts:

An Intensive Program in the Categories of
Contract Language
December 4, 2014, 9:00 a.m. - 3:30 p.m.
Explore in-depth what is generally regarded as the
foundation of Kens approach to contract drafting the
categories of contract language. In this intensive program
you will refine your ability to recognize the different
kinds of meaning conveyed in contracts and how to use
verb structures to convey them clearly, concisely, and
consistently. Learn-by-doing training will include handson exercises and analysis of representative commercial
contracts.
Attendees should either have attended Kens Drafting
Clearer Contracts course or be familiar with the analysis
of categories of contract language contained in Kens
groundbreaking book, A Manual of Style for Contract
Drafting.
Note: Participants will be asked to bring with them to this
course (1) a device with an internet connection or a phone
with enabled text messaging and (2) a copy of Kens book
A Manual of Style for Contract Drafting. Additional copies
of the third edition of the book will be available for
purchase on-site.
Please visit www.osgoodepd.ca for more information.

Osgoode Professional Development has been approved as an

Accredited Provider of Professionalism Content by The Law
Society of Upper Canada.

CPD Credits LSUC (ON) CPD: 6.0 CPD Hours (2.5 Substantive, 3.5 Professionalism);
Quebec/BC/Manitoba/New Brunswick/NWT/Nunavut/PEI/Yukon
and Saskatchewan: eligible for 5.5 CPD/MCLE credit hours towards
professional development requirements; NSBS CPD: eligible for 6.0
credit hours; NY CLE Board (on-site participants only): eligible for
6.5 credit hours in the Area of Professional Practice for transitional
and non-transitional lawyers. Also eligible for CLE/Insurance Premium
Credits Program offered by the Law Society of PEI and for Alberta
CPD credit with the Law Society of Alberta. Questions? E-mail: cpd@
osgoode.yorku.ca or refer to the program website.

4
Convenient
Ways
to Register

1. MAIL your registration form to:

Osgoode Professional Development
Downtown Toronto Conference Centre
1 Dundas St. W., 26th Floor
Toronto, ON M5G 1Z3
2. ONLINE at
www.osgoodepd.ca
3. FAX your registration
to 416.597.9736
4. CALL US at 416.597.9724
or 1.888.923.3394

Unable to attend? Please contact us to order the Materials/Program Archive.

Name:
Title:
Firm/Company:
Practice Area:
Address:
City:

Prov:

Telephone:

Fax:

Postal Code:

Email:
Add me to your mailing list
Delete me from your mailing list
I do not wish to be contacted by e-mail

Priority Service Code

(from mailing label below)

3 9 O L

Payment Options
Cheque enclosed (payable to York University HST# R119306736)
Bill my credit card: VISA Mastercard

Card#

Expiry:

Signature:

Payment amount: $

Fee Per Delegate

Course: $895 plus 13% HST for a total of $1011.35.
Advanced Program: $895 plus 13% HST for a total of $1011.35.
Register for both the Course and the Advanced Program and take advantage
of 10% off your registration fee.
Fees include attendance, program materials, continental breakfast, lunch and break
refreshments. Group discounts are available. Visit www.osgoodepd.ca for details.
Please inquire about financial assistance.

Dates & Times

Location

December 3, 2014
9:00 a.m. - 4:00 p.m.

Osgoode Professional Development

Downtown Toronto Conference Centre
1 Dundas St. W., 26th Floor
Toronto, ON M5G 1Z3

Optional Advanced Program

December 4, 2014: 9:00 a.m. - 3:30 p.m.
Please arrive a half hour early for
sign-in and material pick-up.
Dress is business casual.

Program Changes

Cancellations and Substitutions

We will make every effort to present

the program as advertised, but it may
be necessary to change the date,
location, speakers or content with little
or no notice. In the event of program
cancellation, York Universitys and
Osgoode Hall Law Schools liability is
limited to reimbursement of paid fees.

Substitution of registrants is permitted

at any time. If you are unable to find
a substitute, a full refund (less $75
administration fee) is available if a
cancellation request is received in
writing 5 days prior to the program
date. No other refund is available.