Practical Law New Zealand resources for those new to commercial law

Practical Law ANZ Toolkit w-031-3803 (Approx. 16 pages)

Practical Law New Zealand resources for those new to commercial law

by Practical Law New Zealand

Practical Law New Zealand resources for those new to commercial law

The Practical Law New Zealand Resource Centre provides up-to-date and practical guidance on commercial and contract law and practice. Commercial law spans all industry sectors, making us an essential service for all transactional lawyers.

Our team of legal specialists create and maintain our resources. Our resources are supplemented with materials written by commercial law experts at leading firms, which are kept up to date by our team.

This toolkit is intended to provide lawyers who are new to commercial law practice with guidance on our key content, and how to get the most out of our service. We provide tips on how to use our resources most effectively, and how to navigate the Practical Law website, including links to user guides and training support.

To give you a comprehensive introduction to commercial law, we also link out to relevant resources within Practical Law New Zealand's commercial content.

For additional guidance relating to practising in-house, see our In-house topic.

What to expect as a commercial lawyer

A commercial lawyer advises on the day-to-day business of their clients, meaning that you will be expected to tackle a wide range of work. For example, from one week to the next, you may be asked to draft agreements for the manufacture of goods or the provision of services to another business, to review advertising copy or draft terms and conditions for your client's website.

No matter what areas of commercial law your firm specialises in, or the industry sector in which your organisation is based, you will be expected to have a good understanding of the fundamental principles of contract law. Also, it is almost certain that you will work on agreements for the sale and supply of goods and services, confidentiality agreements and preliminary agreements such as term sheets, and to advise on the specialist legal issues peculiar to various industry sectors. Generally, it will be important to understand the client's business as well as the different areas of technical law. Ultimately, you can expect to get involved in some or all of the following:

Drafting agreements and terms and conditions; advising on existing contractual relationships; terminating, varying or novating agreements; and advising on the consequences of these.
Advising on rules and regulations for doing business in various sectors. You may cover many different industries, from oil and gas production to consumer products.
Identifying and understanding other relevant areas of law, such as competition law, intellectual property rights and tax law.
Advising on contract law. Clients, and colleagues from other departments, may ask for your assistance on questions of contract law, even where the underlying agreement or industry is not your area of expertise (such as an employment agreement or the financial services industry). For information on other specialised topics covered by Practical Law New Zealand, see Other Practical Law content of interest to commercial lawyers.
Providing support to corporate teams doing due diligence. You may be required to review commercial agreements and report on issues to the buyer, such as potential liability risks, assignment rights and obligations to pay compensation to the other party on termination.

Tips on how to use our content

Here are some suggestions on the various ways that you can use our resources:

If you are asked to attend negotiations on an agreement, take a look at the version of the relevant standard document that we drafted from the other party's perspective. For example, if you are advising the customer on a payment mechanism for a commercial supply agreement, take a look at our supplier-friendly standard document and its integrated drafting notes (see Standard clause, Payment mechanism: milestone and delay payments (supplier friendly)). This will give you an insight into the type of clauses the other party is likely to seek to include and their motivation for doing so. Anticipating what the other party is likely to ask for will help you prepare yourself and your client for the negotiations.
If you are reviewing another party's draft agreement, take a look at the version of the relevant standard document that we drafted from your party's perspective (for example, see Standard clause, Payment mechanism: milestone and delay payments (customer friendly)). This will give you an insight into whether the other side has omitted clauses that are favourable to your client and should be included in the draft agreement.
Before using one of our standard documents, reading through the whole standard document and its integrated drafting notes will allow you to understand the intention of each clause and will help you to better amend it.

Materials

Resource types

Practical Law New Zealand provides access to a bank of practical guidance that is constantly updated to reflect the latest changes in law and practice, allowing commercial lawyers to remain fully across developments and the practical implications of the changes, without deluging them with information about irrelevant cases.

Our materials include the following types of resources:

Toolkits. Toolkits provide information in a single source about all our relevant materials and different types of resources relating to one particular area of law or practice. For a full list of Practical Law New Zealand toolkits, see New Zealand Resource Centre Toolkits.
Practice notes. Our practice notes provide clear and up-to-date explanations of law and practice. We consult primary sources, practitioners and leading texts, distilling the principles so you can advise with confidence. These are likely to be your best starting point when looking at a particular aspect of law for the first time. For a full list of Practical Law New Zealand practice notes, see New Zealand Resource Centre Practice notes.
Standard documents. Standard documents are template documents that include agreements, letters and forms. Created by our team of experts to assist you when drafting, our standard documents include embedded drafting notes which provide guidance on issues to consider. They can be downloaded in Word for easy editing. For a full list of Practical Law New Zealand standard documents, see New Zealand Resource Centre Standard documents and drafting notes.
Standard clauses. Our standard clauses are provided for use in common commercial agreements. As with our standard documents, our standard clauses include drafting notes to guide users through issues to consider. They can be downloaded in Word for easy editing. For a full list of Practical Law New Zealand standard clauses, see New Zealand Resource Centre standard clauses and drafting notes.
Checklists and flowcharts. Our checklists provide a quick point of reference on the law as it applies in practice, which can be used to ensure that you have all the relevant bases covered. Our flowcharts give you a clear overview on a specific topic and ensure that you do not miss any key points. For a full list of Practical Law New Zealand checklists, see New Zealand Resource Centre Checklists.
Glossary. The glossary provides definitions on key commercial and contract terms. For access to our full list of glossary terms, see New Zealand glossary.
Audio and video content. A compilation of short videos featuring training and thought leadership for lawyers on various areas of practice, such as contracts, in-house and IT and outsourcing, are available on-demand. For access to our library of audio and video resources organised by topic, see Audio and video content.
Global guides. Global guides provide Q&A overviews of law and regulation in more than 100 countries, with in-depth coverage available for more than 20 key jurisdictions. The Q&As span more than 60 unique Country Q&A sets, are written by leading lawyers, and can be viewed individually or through a Country Q&A comparison tool which allows users to compare answers to key legal questions across various jurisdictions. For a full list of global guides across various areas of law, see Global guides.

Navigating the Practical Law New Zealand Resource Centre website

Content on the Practical Law New Zealand Resource Centre website can be reached in several ways, including:

Using the search facility in the toolbar at the top of each page. To get the most out of the search function, see the Practical Law User Guide: Searching for New Zealand resources.
Browsing the relevant topic on the "Topics" tab on the Practical Law New Zealand Resource Centre homepage.
Via the "Resources" tab on the Practical Law New Zealand Resource Centre homepage, if you know the type of content you want (for example, if you know that you are looking for a practice note).
Via the "Related content" links to related topics and resources, which are displayed at the end of each resource.

User guides

For a general guide on how to use the Practical Law website:

See the Practical Law User Guide.
Visit the Practical Law training & support customer portal at Practical Law Australia (incl. NZ Resource Centre) Support.
Contact our Customer Help Desk on 0800 10 60 25.

Training on using Practical Law

Learn how to use Practical Law more effectively and get the most out of your subscription by accessing our free training and webinar sessions. Interactive online training sessions are designed to provide an overview on the features and functionality of Practical Law. For a comprehensive schedule of available training sessions, see Practical Law Webinars.

For self-paced learning, including user guides, videos and tips, see the Practical Law Training and Support page.

Additionally, you can request training from a member of our team to be conducted in your office, over the phone or online to increase your confidence in using Practical Law. To request a personal training session, see Request Training.

General contract law and boilerplate

A commercial lawyer must have a firm understanding of the fundamental principles of contract law. Practical Law New Zealand offers a series of practice notes covering these principles, together with practical guidance on drafting contracts.

Key contract principles

The Toolkit, Contract management and administration provides links to Practical Law New Zealand's core contract law practice notes, which explain the key principles governing a New Zealand law contract from formation through to termination. Areas covered include:

Contract formation.
Variation of contracts.
Assignment, novation and subcontracting.
Terminating a contract.
Remedies for breach of contract.

For a full list of all our contracts practice notes, see the Contract law topic index.

Drafting contracts: guidance

Most contracts follow a similar skeleton structure. We provide practice notes to guide you through the function of each part of the contract. We also have notes highlighting issues associated with particular types of clauses. All these resources are listed in the Toolkit, Contract management and administration and the Contract law topic homepage. Key introductory resources include the following Practice notes:

In addition, detailed drafting notes are integrated into each Practical Law New Zealand standard document and clause, which provide contextual guidance on the clauses and what they are intended to achieve. They also cover how the clause can be adapted to fit particular situations, and the legal and negotiating issues of each clause from the point of view of each of the parties.

For a full list of Practical Law New Zealand's standard documents and clauses, see New Zealand Resource Centre Standard documents and drafting notes and New Zealand Resource Centre Standard clauses and drafting notes.

Execution formalities

The formalities required for execution will vary depending on the type of contract being signed and the identities of the parties signing. For a guide to Practical Law New Zealand's resources relating to the valid execution of deeds, agreements and other documents, including links to the relevant resources, see Toolkit, Execution of deeds, agreements and documents.

Clause banks

Boilerplate clauses

Practical Law New Zealand's generic boilerplate clauses generally deal with the operation of the contract itself (and not necessarily with the specific transaction between the commercial parties). They can be found in all types of contracts.

Common boilerplate clauses include:

Additionally, the Standard document, Boilerplate agreement sets out these clauses and includes detailed drafting notes for each clause, explaining its purpose, and the associated legal and negotiating issues from each party's perspective.

Additional clause guidance

In addition, we provide detailed guidance on some of the more difficult contract clauses. See, for example, Practice notes:

For a full list of common contract templates including agreements, deeds and notices, and generic boilerplate clauses, see the General contracts and boilerplate topic index.

Commercial law content

Apart from general contract law, Practical Law New Zealand provides guidance on a range of other areas of law relevant to commercial practice.

As governments and regulators attempt to keep pace with issues that arise as society becomes ever more digital, areas such as privacy are also increasingly relevant to commercial practice.

Other key areas of the law such as IT and outsourcing and pre-transaction agreements and confidentiality are also highly relevant to many forms of commercial transactions.

Privacy

For an introduction to privacy law, see Practice note, New Zealand privacy laws which has links to further materials relating to privacy, including a standard document with integrated drafting notes and checklists.

IT and outsourcing

For an introduction to IT and outsourcing arrangements, see:

These resources link to a range of materials relating to IT and outsourcing, including standard documents and clauses with integrated drafting notes, checklists and practice notes.

For a full list of our IT and outsourcing materials, see our IT and outsourcing topic index.

Pre-transaction agreements and confidentiality

For an introduction to pre-transaction agreements and confidentiality, see Practice notes:

These resources link to a range of materials relating to pre-transaction agreements and confidentiality, including standard documents and clauses with integrated drafting notes and checklists.

For a full list of our pre-transaction agreements and confidentiality, see our Pre-transaction agreements and confidentiality topic index.

Additional tools and resources

In-house resources

Our In-house topic provides a wide range of resources for in-house lawyers and lawyers transitioning to an in-house role.

Our in-house resources include the following practice notes:

For a full list of in-house materials, see our In-house topic index.

COVID-19 resources

Practical Law New Zealand has produced a number of resources on the 2019 novel coronavirus disease (COVID-19) to help practitioners as they navigate the legal, practical and business risks arising from the pandemic. The full list of resources produced by Practical Law New Zealand and Australia in response to COVID-19 can be found at the COVID-19 (Coronavirus) Resources page. Some highlights include:

Additional cross-jurisdictional guidance on COVID-19 can be found in the:

Commercial Global Coronavirus Toolkit, which provides materials relating specifically to commercial and business interruptions.
COVID-19: Pandemic Response global content page, which provides materials related to various areas of law across the Practical Law platform.

Linking to Westlaw NZ

Practical Law New Zealand's maintained resources come with complimentary one-click links to cases on Westlaw NZ, allowing you to examine the law for yourself. If you wish to dig deeper and access the extensive legislation, case and commentary resources on Westlaw, you will need to have relevant Westlaw subscriptions.

FirmStyle

FirmStyle is a feature of Practical Law New Zealand that automatically converts Practical Law's standard documents and standard clauses into your house style, at a fraction of the time and cost of doing it yourself.

For further information, see Help and information note, Practical Law FirmStyle.

Feedback

We strongly value any input that users may have on how to improve both the content and user experience of the Practical Law platform. As such, we welcome any feedback relating to topics you'd like to see covered on Practical Law New Zealand or ways to make the service more user-friendly. You can provide feedback in two ways:

Via the "Feedback" link found at the top and bottom of the Practical Law website.
Via the "Provide Feedback" button found at the bottom of the toolbar on the righthand-side of all Practical Law resources. This option allows you to provide feedback relating to the content in the specific resource in which the feedback button was used.

Automated documents

A selection of our most popular standard documents is available as Practical Law Automated Documents, powered by Contract Express. Users have the option to automate the completion of these documents using a user-friendly questionnaire, allowing you to produce a first-draft document in less time, based on expertly drafted and fully maintained Practical Law New Zealand precedents. This will ensure quality and consistency so you can delegate drafting with confidence.

For guidance on the functionality of Contract Express, see Automated documents user guide.

Keeping track of developments

Customer portal

Thomson Reuters' Customer Portal offers a range of training and content awareness services as part of your subscription to Practical Law. You can sign-up to email notifications, newsletters and alerts relating to platform updates, migration activity, feature spotlights, tips on utilising the platform, planned maintenance and other critical information impacting all users through the below subscriptions:

Monthly newsletter. To receive information on content updates, best practice tips for utilising Practical Law and more, sign up here.
Daily product alerts. To receive product updates on each of Thomson Reuters' knowledge solutions via email or RSS feed, click on the links below:
- all Categories (Email) (RSS);
- Westlaw NZ (Email) (RSS);
- new Westlaw (NZ) (Email) (RSS); and
- Practical Law Australia (including the New Zealand Resource Centre) (Email) (RSS).

Guidance on how to further personalise your Practical Law experience can be found in the Practical Law User Guide.

Practical Law New Zealand resources for those new to commercial law | Practical Law