Announcing a landmark work

Commercial Contract Clauses: Principles and Interpretation is the first systematic analysis of the process of construing and interpreting commercial contracts on a clause by clause basis. This major new Australian work distinguishes itself from general works of contractual scholarship in squarely addressing problems arising in the daily tasks of preparing, advising on, and disputing written agreements. An updated subscription publication, it focuses closely on specific and practical legal issues.

AuthorS

Joshua Thomson LLB (Hons), BCL (Oxon) is a practising Barrister at the Western Australian Bar (Francis Burt Chambers), who practises extensively in commercial and construction litigation.

Leigh Warnick BA, LLB (Hons), LLM (Melb) is a commercial solicitor of over 30 years' experience. He is a partner in Blake Dawson, and leader of the firm's Perth practice team. He is also an experienced public company director.

Ken Martin B Juris (Hons) LLB (Hons) LLM (London) is a practising Barrister at the Western Australian Bar (Francis Burt Chambers). He has practised in civil and commercial litigation since his admission to legal practice in 1978, as a partner of a major commercial law firm, as a member of the West Australian independent bar since 1992 and as Queen’s Counsel since 1997. He is a former President of both the Law Society of WA (2001) and the West Australian Bar Association (2005-2007) and currently a member of the Executive of the Law Council of Australia.

Organised for practice

Coverage alone makes Commercial Contract Clauses an essential work for all commercial practitioners. Addressing the challenge of filling a gap in Australian law, the work’s structure and organisation also align with legal practice.

The work opens with topics where knowledge is often wrongly assumed – how to go about the process of construing a contract, and issues regarding the operation of deeds. The authors then move to areas of difficulty for lawyers, looking at

• Clauses creating particular types of obligation, for example money obligations.
• Clauses that may cause problems, yet are commonly included, as with express good faith clauses.
• Clauses governing or limiting remedies which contracting parties may claim, such as consequential loss clauses.

Of the profession,
for the profession

Drafting commercial agreements requires the ability to appreciate the legal rules and to apply them to specific fact situations, providing for risks not yet foreseen. In this challenge, lawyers will benefit from the experience of the authors of Commercial Contract Clauses and will be better placed in drafting appropriate clauses. Those engaged in disputes as to meaning in fact will similarly benefit from the authors’ detailed and thorough analysis of the law.

This new work will be welcomed by all Australian lawyers drafting, reviewing, revising or advising on written agreements.

Contents

Part 1: General Principles

• The Process of Construing Contracts
• Deeds

Part 2: Specific Obligations

• Money Clauses
• Take or Pay Clauses
• Third party benefit clauses
• Indemnity Clauses
• Consent Clauses
• Option and Pre-emption Clauses
• Further Agreement or Subject to Contract Clauses
• Conditional Contracts

Part 3: Standard Clauses

• Good Faith and Reasonableness
• Essential and Non-essential Time Stipulations
• Force Majeure Clauses
• ADR and Expert Clauses
• Choice of Law and Forum Clauses

Part 4: Remedy Clauses

• Termination Clauses
• Penalty and Forfeiture Clauses
• Exclusion of Liability and Exclusive Remedy Clauses
• Consequential Loss Clauses
• Severance and Severance Clauses

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