Individual Viewer

Every Contract is a Litigation Waiting to Happen

Length: 1 hour 51 minutes

Market standard clauses that appear in many business contracts (e.g. choice of law clauses, integration clauses, fee-shifting clauses) often do not work as intended when tested in the court room.  This seminar identifies which clauses are subject to repeat litigation, and makes practical drafting suggestions that will reduce the risk of contract disputes. This program will help you draft commercial contracts to: minimize the risk of fraud claims; allocate the risk of vague or ambiguous clauses; clarify the scope of indemnifications; better protect confidential information; avoid waivers of contract rights; better specify what damages can and cannot be recovered; refine the circumstances in which performance is excused; and improve upon dispute clauses.

Program Chair: Vincent R. Martorana, Reed Smith LLP


6:00 – 6:10 p.m. Introduction: The Goals of a Contract
Vincent R. Martorana

6:10 – 6:30 p.m. Some Contract-Interpretation Principles

6:30- 7:00 p.m. Common Sources of Contract Language Disputes

7:00 - 7:10 p.m. Break

7:10 - 7:20 p.m. Practical Concerns

7:20 – 7:30 p.m. Telling the Judge What to Do: Interpretive Boilerplate

7:30 – 7:45 p.m. Examples

7:45 – 8:00 p.m. Concluding Tips/ Question & Answer Session

CLE credit: New York: 2.0 skills; New Jersey: 2.2 general MCLE; California and Pennsylvania: 1.5 General MCLE


Original Recording Date: 6/8/2015

Produced By:

New York City Bar Association

Course Materials

  • Every Contract is a New Litigation Waiting to Happen
  • Affirmation of Self-Study