Contract Interpretation & Drafting Standard Commercial Clauses

by Prof Catherine Tay


Have you ever wondered what a particular contract clause or term actually means? Why are certain clauses so commonly found in some commercial or business contracts? Being unsure on the meaning and interpretation of a contractual term or provision is too risky for your business and work. Poorly drafted contracts do not provide protection and may lead to contractual disputes and litigation, arbitration or mediation later on. Learn the structure of modern commercial contracts from recitals to commercial provisions and boilerplates (standard protective clauses).

This 2-day course provides participants with a practical guide on the meaning and purpose as well as interpretation of contractual terms and clauses and their possible variations. Participants will be taken through clause by clause found in a commercial contract including employment contracts and tenancy agreements.

This course will not only highlight the pitfalls, but participants will also be given an analysis of sample agreements to address the common issues arising in commercial contracts together with standard form precedents and the interpretation of contract clauses. At the end of the course, you will understand the meaning of each clause found in a commercial contract. You do not need to have prior legal knowledge to attend this course.

** Prior to attending this course, participants should preferably have completed:

** Upon completion of this course, participants may progress to attend:

This course is useful to various personnel in a company – sales managers, contract managers, project managers, engineers, human resource, finance personnel and anyone who deals with agreements and manages a contract. Suggested model contracts will be examined to enhance learning. You do not need to have prior legal knowledge to attend this course.

  • Know the meaning of words used in contract terms
  • How to read a contract with ease
  • Interpreting a given set of contract terms
  • Which terms comprise the contract
    – the terms set out in the contract document
    – amendments to standard form agreements
    – post-execution amendments
    – the parol evidence rule, collateral contracts
    – ordinary, dictionary meaning of words
    – the legal terms and lawyers’ jargon
    – technical terms
    – special meanings “in the industry” or given by the parties
    – interpreting express contract terms
  • intention of parties + relevance of past court decisions + industry custom
    – special conditions override standard conditions
    – the ejusdem generis rule (of the same kind ) rule
    – unclear contract wording construed against grantor
    – implied terms
    – special rules for exemption clauses – Unfair Contract Terms Act
  • Clauses / terms for most commercial contracts – boilerplate provisions
  • Structure of business agreements
  • Definitions and interpretation
  • Commencement and termination
  • Confidentiality and disclosures
  • Force majeure clause – doctrine of frustration
  • Assignments
  • Third party rights – Contracts (Right of Third Party ) Act and doctrine of privity of contracts
  • Intellectual property rights – patents, trademarks and copyrights
  • Warranties, liabilities, indemnities and guarantees
  • Condition precedent and condition subsequent
  • Exclusions of liability
  • Service of notices
  • Entire or whole agreement
  • Variation clauses
  • Waiver clause
  • Time of the essence
  • Dispute and conflict of laws
  • Law and jurisdiction clauses
  • Duration and termination
  • Mediation and arbitration
  • Cumulative remedies and damages
  • Consequential damages
  • Golden rules for drafting and interpreting commercial contracts
  • How to tailor a standard form agreement or precedents
  • Pre-contractual documents
    – memorandum of understanding
    – letter of intent
    – comfort letter
    – letter of agreement
  • Checklist of matters which makes the contract terms unenforceable
    – anti-competitive terms (Competition Act)
    – penalty clauses and liquidated damages
    – frustration
    – mistake
    – insolvency, bankruptcy and winding up
    – breach of conditions and essential terms
    – misrepresentations
    – expiry of limitation period

Prof Catherine Tay Swee Kian has more than 35 years of experience lecturing law as Associate Professor at the National University of Singapore (NUS) Business School, Department of Strategy & Business Policy.  She is a Barrister-at-law from Lincoln’s Inn, United Kingdom.  Prof Tay is also an Advocate & Solicitor of the Supreme Court of Singapore and an author of several books including her best seller books on Contract Law and Director Duties & Corporate Governance.

Prof Tay studied law at Queen Mary College, University of London and graduated with an honours degree in Bachelor of Laws and a degree in Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance laws.  She was called to the English Bar by Lincoln’s Inn in 1978.  She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson. 

Prof Tay won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore. She was called to the Singapore Bar in 1980. 

Prof Tay is currently a member of the National Healthcare Group Institutional Review Board (IRB) of Domain Specific Review Board tasked to review the scientific and ethical aspects of research protocols since 2002.  She received her 15 Long Service Award from NHG IRB in 2018.  She is also currently a member of the Centralised Institutional Review Board (IRB), Singapore Health Services Pte Ltd tasked to review clinical protocols for human subject experimentation.  A/Prof Tay was a member of SingHealth Polyclinics IRB since 2003.  She received her 10 years Long Service Award from Singhealth Centralised Institutional Review Board in October 2019. 

Prof Tay was also a member of the Research & Ethics Committee of Alexandra Hospital. She was also the medical-legal adviser of the Institute of Mental Health / Woodbridge Hospital. She was a member of the panel for lay persons for the National Transplant Ethics Committee, Ministry of Health in 2009-2011.

Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime.  She has presented numerous papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore.  She is an examiner on law subjects for a number of professional bodies in Singapore and overseas.

Prof Tay conducts in-house customised corporate programmes and seminars / workshops for commercial firms, banks, hotels, hospitals, statutory boards and companies, clubs and associations on topics such as contract management; corporate governance in both public and private sectors including public-private partnership contracts; tender bids bidding in procurement contracts; service level agreements and tenancy agreements. For over 7 years annually, she was the Programme Director, for a Singapore-Commonwealth Third Country Training Programme, Singapore-Commonwealth Advance Seminar for Chief Executives 28 May – 7 June 2008, jointly sponsored by Ministry of Foreign Affairs and the Commonwealth Fund for Technical Co-operation Commonwealth Secretariat London, United Kingdom at Training Institution – National University of Singapore Business School.

Prof Tay has supervised medical students in electives on Medical ethics & medico-legal subjects at the NUS Yong Loo Lin School of Medicine, and also for University of Manchester at Singapore Polytechnic. She also lectured nursing students in nursing law and ethics at the NUS Alice School of Nursing as well as in Nanyang Polytechnic. She has lectured medical law and biomedical ethics in the NUS Faculty of Dentistry for more than 15 years. She has lectured in executive training courses at the NUS Extension in professional and business management law courses for over 34 years.  A/Prof Tay was the external examiner on medical law ethics at the Hong Kong University, Law Faculty (2007-2008).

Prof Tay was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She gave lectures in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 12 years on labour laws in industrial relations. She was also the local teaching affiliate lecturing business law for Adelaide University, Australia.  A/Prof Tay is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.

Prof Tay lectures on “The Legislature, Policy Formulation & Implementation for Good Governance” to Ministers from Nigeria, Kaduna State Legislators” on 16-18 April 2018 at Singapore 2018 Capacity Building Retreat at Singapore Institute of Management (SIM) Professional Development. She also lectures on “Leadership & Governance” to Legislators from Kenya, 21-22 May 2018 at SIM Professional Development. She also lectures Public-Private Partnerships (PPP contracts) and joint ventures to global audience. She gave lectures several times on Corporate Governance to bankers from Uzbekistan.


15 – 16 Sep 2021
08 – 09 Nov 2021

Course Fee


The class offers in-class or virtual learning
  • Time: 9am – 5pm
  • SDF Available (Non-WSQ) Code: CRS-N-0028874
  • SkillsFuture Credit eligible
  • MIS Member enjoy 10% Discount
  • Register for 8 or more participants to enjoy 10% Group Discount