• On-Demand Video

Contract Drafting: How to Avoid Costly Mistakes

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On-Demand Video

---------- CLE 3 sub/1 eth PRICE Regular: $249.00
New Attorney: $125.00
Subscribers Pay: $0.00


Every day across the Commonwealth, lawyers are drafting contracts that won’t be enforced because they weren’t drafted correctly. The law of contracts is teeming with traps for the unwary, and common drafting mistakes expose your clients to untold, unnecessary risk. In this intense, jam-packed seminar, the authors of Corbin on Pennsylvania Contracts will guide you through a multitude of typical contract provisions and show you how to navigate around the drafting landmines. If you deal with contracts in your practice—whether a lot or a little—you do not want to miss this seminar.


Contractual Provisions Appearing in Non-Contractual Documents

  • The problem of drafting on-line contracts (browsewrap and clickwrap)
  • In-the-box contracts (the Samsung smartphone cases)

Preliminary Agreements

  • Letters of intent, memoranda of understanding, etc.

Pitfalls in Drafting Common Contractual Provisions

-Recitals and Effective Date Provisions

-Time for Performance


  • Drafting express warranties
  • Drafting disclaimers of implied warranties
  • Drafting warranties that extend to future performance and delay the running of the statute of limitations

-Merger Clauses

  • The dreaded parol evidence rule
    • Integration: partial or complete
    • Merger clauses turn even partially integrated into completely integrated contracts
  • Drafting merger clauses (using the language recognized by the courts)
  • Drafting completely integrated agreements without relying on merger clauses
  • Drafting merger clauses to disclaim “invisible” terms—trade usage and course of dealing.
  • The limitations of even well-drafted merger clauses (e.g., fraud)

-No-Oral Modification Clauses and Anti-Waiver Clauses

-Limitations of Liability Provisions

  • Drafting exclusions of consequential damages
    • The fundamentals: the line between “direct” and “consequential” damages is hazy
    • “Lost profits” are not always consequential damages
    • Exclusion of consequential damages does not necessarily exclude tort damages
    • The presumption of cumulative remedies and how to draft around it
    • If a remedy fails of its essential purpose, it might eliminate the exclusion of consequential damages: drafting around it
    • Exclusion of consequential damages is sometimes not permitted if the remedy would not make the aggrieved party whole

-Indemnity Provisions

-Force Majeure Provisions

  • The default protections without a force majeure clause
    • Impossibility, impracticability, and frustration of purpose
      • How these default protections can be lost by improper drafting
  • Drafting force majeure clauses


  • The problem in knowing whether a “material breach” occurred
    • Drafting to avoid the uncertainty as to what is a “material breach”

-Choice of law

  • If scope is too narrow, may not include extra-contractual claims
  • Opting out of The United Nations Convention on Contracts for the International Sale of Goods

-Choice of forum and arbitration

-The battle of the forms

Recorded live in April 2019.

Practice Areas


Jon G. Hogue Esq. Murray Hogue & Lannis
Timothy Murray Esq. Murray Hogue & Lannis
Faculty may vary by location.
PBI reserves the right to substitute speakers at all programs.
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