SQE2 legal drafting example: amended clauses

This SQE2 legal drafting example takes two weak clauses from a supply agreement and amends them to match the client's instructions, with notes on each change. Read it with the SQE2 legal drafting skill page and test your drafting on a timed task.

The task

You act for Brightside Packaging Ltd, the supplier. The customer is Marlow Foods Ltd. You have a draft supply agreement. The client's instructions are: invoices payable within 30 days; interest at 8% a year above Bank of England base rate on late payments; the right to end the contract if the customer does not pay within 14 days of a written reminder; and a clear rule on when notices are treated as received. All names and terms are invented.

Drafting tasks test whether you can turn instructions into precise, workable words. The assessor checks that every instruction is covered, nothing is added that the client did not ask for, and the clauses cannot be read in two ways.

The draft clauses and the problems

Draft 7.1. "The Customer shall pay invoices within a reasonable time. The Supplier may charge interest on late payment at a fair rate."

Draft 12.1. "Either party may end this agreement if the other commits a serious breach and does not put it right quickly."

Problems: "reasonable time" and "quickly" give no date. "A fair rate" gives no number. "Serious breach" is undefined. The draft does not say how or when notice is given, and clause 12.1 allows both sides to terminate, while the client wants a right for non-payment.

The amended clauses with notes

7.1 The Customer shall pay each invoice within 30 days after the date of the invoice (the Due Date).

Note: a fixed period and a defined term. Use the defined term in 7.2 and 12.1 so the same words do the same job each time.

7.2 If the Customer fails to pay any sum by its Due Date, the Customer shall pay interest on that sum at 8% a year above the Bank of England base rate from time to time. Interest accrues daily from the Due Date until payment in full, whether before or after judgment.

Note: a figure from the instructions, a start and end date, and "before or after judgment" so interest does not stop at judgment. The Late Payment of Commercial Debts (Interest) Act 1998 gives statutory interest on late commercial debts unless the contract provides a substantial remedy. Setting the rate yourself is a choice that needs the client's instruction. Here the rate was given.

12.1 The Supplier may terminate this agreement with immediate effect by written notice to the Customer if the Customer fails to pay any sum within 14 days after receiving a written notice from the Supplier that the sum is overdue.

Note: the right belongs to the supplier only, as instructed. The 14 days run from receipt of the reminder, so notice rules must be clear. Do not add limits the client did not ask for, such as "undisputed sum". If you think one is wise, raise it in a covering note instead.

15.1 A notice under this agreement must be in writing and delivered by hand or sent by first class post to the address of the recipient stated in this agreement. A notice is treated as received: (a) if delivered by hand, at the time of delivery; and (b) if sent by first class post, at 9.00 am on the second Business Day after posting.

15.2 Business Day means a day other than a Saturday, Sunday or public holiday in England.

Note: notice clauses stop arguments about when the 14 days began. Define every capitalised term once.

What an assessor looks for

• Every instruction in the client's brief is covered.
• Language is precise, and each term is used consistently.
• Style fits the document: short numbered clauses, "shall" or "must" used consistently.
• Defined terms are defined, and only those needed.
• The clauses work together: the payment date, interest and termination connect.
• Law and ethics: the clause is enforceable, and you do not slip in terms that help your client but that they did not ask for or that mislead the other side.

Common mistakes

• Rewriting the whole agreement when asked to amend two clauses.
• Copying precedent wording that does not fit the instructions.
• Using "reasonable", "promptly" or "as soon as possible" where the client gave a number.
• Calling the same person "the Buyer", "the Customer" and "you".
• Forgetting a related clause that must change as a result, such as the notice clause.

Add a short covering note when the task allows, listing any point where the instructions were unclear and what you assumed.

Checklist

1. List the client's instructions as numbered points.
2. Tick each one against your clauses.
3. Check every defined term appears in the definitions.
4. Replace vague words with numbers or events.
5. Check cross-references.
6. Read the clause as the other side would, looking for a gap.

Questions

Related

• SQE2 legal drafting: how to draft a document that works
• SQE2 business law: what the tasks look like
• SQE2 legal writing example: a client email
• SQE2 ethics and professional conduct: how it is tested

Sources: SRA: The SQE2 assessment (presentation); Law Society: SQE1 and SQE2 assessments; Legislation.gov.uk: Late Payment of Commercial Debts (Interest) Act 1998. Checked 10 November 2026.