Table of contents

Drafting contracts

(a) The contract title

Each contract should be given a contract title. If the contract has a cover page, it is placed there prominently. Further, the contract title should be at the top of the first page (either as the lead-in to the parties or, if there is no cover page, as a true title) and probably also in the footer of each page. On the cover and first page it is often printed in bold and capitalised (even though it is not referring to a definition as capitalised terms otherwise do). The word agreement in the title is more common than the term contract. There is no difference in meaning.

Choosing a contract title

The title of a contract should simply reflect the nature or central purpose of the agreement, indicating whether it is a licence, confidentiality agreement or other contract. The title should be concise: rather than Agreement for the Development, Implementation and Maintenance of Software use Master Software Services Agreement. However, the chosen title should not be meaningless, such as Agreement (without anything else).

Do not give overly specific titles: a title should enable future users of a contract management system to identify the correct contract (from amongst various contracts as part of one transaction) or retrieve it in the search for a useful precedent for another transaction of a similar nature or purpose. The title should not describe the transaction from both perspectives, as in Agreement of Sale and Purchase.

To avoid the other party is being alarmed (or the in-house counsel of the party being alerted) by a title that suggests the contract is one-sided (i.e. presumably, a Sales Agreement is seller-friendly); use a more neutral alternative (e.g. Supply Agreement).

Do not include the party names in the title. However, mentioning parties may be preferable in cases with two joint venture partners or in an agreement governing the parties’ position vis-à-vis a named party: Sony Ericsson Shareholders Agreement. Avoid the use of abbreviations (jargon); rather than referring to SW, refer to software.

Contract title and subtitle

If so desired, you can add a subtitle to the cover page (e.g. Share Purchase Agreement – related to the sale of Johnson Distribution Services). The subtitle should not however be repeated on the first contract page or in the footers. Financial agreements, such as major term loans or facility agreements, often mention the principal amount as a subtitle (the LMA model agreements recommend that the loan amount is used adjectivally and placed immediately above the contract title).

Title of amendments, supplements and addenda

Amendments, supplements and addenda should be entitled AmendmentSupplement or Addendum, respectively, possibly extended by its chronological amendment number and if desired also by the word agreement (e.g. Amendment Agreement IV). A subtitle could be added to identify the amended agreement.

‘Restated’ agreements

Sometimes, a contract does not anymore reflect the way the parties work together or is amended so often that the complete picture is scattered over various amendments or addenda. Also, long-term agreements, such as successful joint ventures, sometimes provide for a renegotiation after an initial term. In such circumstances, it may well be desirable both to redraft the entire agreement and to emphasise that the existing commercial relationship is continued without inconsistencies or interruptions. To emphasise consistency with past practice, the new agreements would get a suffix Restated in their title (e.g. Restated Joint Venture Agreement).

For example, a restatement of a joint venture arrangement would emphasise that the parties are bound by a high level of good faith, rooted in a historically grown exceptional level of mutual trust. Similarly, a restatement may support discussions with a third person that a post-divestment contractual arrangement is in fact a continuation of previously not-documented intra-company transactions.

Contract title in letter agreements

A letter agreement amending or renewing an existing agreement should not refer to the agreement in the subject line since the amended or extended agreement would be identified in the first sentence.

Share on twitter
Share on linkedin
Share on reddit
Share on email

Terms of Use

I hereby accept (or reconfirm my acceptance of) Weagree’ Terms of use, in which:

Terms of Use

I hereby accept (or reconfirm my acceptance of) Weagree’ Terms of use, in which: