The Commercial Contracts School offers a wide-ranging and detailed understanding of contract law, drafting techniques, negotiation tactics and the law of damages under common law with comparisons to Civil Law jurisdictions.
Presented by an international specialist in the field, the week shall enable participants to effectively draft and negotiate contracts with knowledge and confidence.
Key Topics Covered:
Day 1
Module One: Business and Contract Law for International Commercial Contracts
Formation of a business contract
What is a contract?
Different legal systems to know about
Common and civil law
Contract, tort and equity
Making a binding and enforceable contract
Six components
Offer
Acceptance
Deeds
Pre-contract documents - sample agreement and checklist
Informal contracts
Standard terms
Letter of intent
Memorandum of understanding
Heads of agreement
Binding or non-binding and enforceability
Meaning and effect of using 'subject to contract' and 'without prejudice'
Duty of good faith
Confidentiality and NDA agreements - sample document and checklist
Current practice
What is 'confidential information'?
Recent cases
Quantifying loss
Checklist for protection
Practical drafting workshop: Pre-contract documents and enforceability
Getting to grips with how the law changes and what you thought you had agreed to
What are implied terms and where do you use them?
Working within government restrictions
Misrepresentation
International convention
Practical workshop: understanding and effecting drafting payment obligations
In this session, participants will practise drafting contract terms and receive practical advice and guidance on how they can develop in this area.
Day 2
Key clauses and how they are interpreted in different countries
Best efforts and reasonable endeavours
Confidentiality clauses
Penalty clauses
Assignment clauses
Termination
Post-contractual obligations
Making defences to breach of contract
Misrepresentation
Duress
Mistake
Negligent misstatement
Termination and variation - understanding how and when contracts end
Duration
Remedying defaults
Events
Liquidation
Change of control
Post-termination
Variation of contracts
Limit contractual risk for your organisation
Identifying the areas of potential claims
Examining claims in contract
Examining claims in tort
What are the claims under other headings?
Insurance
Successfully resolving contractual disputes and exit
Drafting key provisions to minimise the risk of disputes
ADR clauses
Arbitration - institutional or ad hoc
Practical drafting exercise: standard contract terms
In this session participants will draft standard contract terms based on the skills and knowledge developed during the day under the guidance of the expert trainer.
Some typical agreements
This session will review the terms and conditions of some typical agreements to illustrate how to avoid the legal pitfalls and challenges faced.
Service
Supply
Manufacture
Licensing
Practical workshop: drafting and understanding boilerplate clauses with sample clauses and pointers
General provisions
Confidentiality
Costs
Assignment
Entire agreement
Notices
Law of the contract
Jurisdiction
Day 3
Module Two: International Contract Negotiation
Essentials of negotiations
Effective negotiators
Negotiation models
Objectives
Strategies
Frameworks
Perceptions
Preparing for negotiations - setting objectives and selecting strategy
Preparation questions
BATNA/ZOPA/target
Power, interests and positions
Selecting a strategy
Creating value
Preparation in a hurry
Negotiating across national and organisational cultures
Mapping national cultures
Reconciling differences
High and low context
Types of collaborations
Trust
Negotiating styles
Recognising your style
Learn how to adapt your style for greater success
Identifying styles
Adapting styles
Practising different negotiating styles
Practical workshop: negotiation of legal and commercial clauses
Communication skills
Effective listening
Effective telling
Body language
Silence
Telephone and Internet
Situation tactics or ploys and counterploys
Creating the right atmosphere
Seating
Threats/insults
Interruptions
Emotional appeals
Making and reinforcing a final offer
Encouraging closure
Negotiation clinic: discuss recent challenges you have faced
Get your queries answered on recent challenges you have faced in negotiations and learn how to overcome them. Personal action plans
Day 4
Module Three: Liabilities and Damages in International Commercial Agreements
Identifying the areas of risk
The areas of potential claims
Claims in contract
Claims in tort
Claims under other headings
Warranties, representations, guarantees, and indemnities
Differences
Which to use and when
Remedies for breach
Relationship with entire agreement
Indemnities - examples
The court approach and contra proferentem
Types of guarantees - performance and on demand
Exclusions and limitations of liabilities
Liability for personal injury or death
Liability for late delivery and/or performance
Maximum aggregate damages
Fundamental breach
Different country examples
Liquidated damages and penalties defined - comparative analysis
Recoverability of liquidated damages and penalties
Rules of interpretation and evidence requirement
Types of contract to which the rules do or do not apply
Types of clause to which the rules do or do not apply
Templates with comparative clauses
New Supreme Court rule on liquidated and ascertained damages and penalties - Cavendish vs Makdessi
Workshop: Exclusion and liquidated and ascertained damages clauses
Force majeure, frustration and economic hardship
The concept of force majeure
Changing circumstances and unforeseen events
Hardship clauses
Defining the events
Typical claims
The termination period
Re-execution/renegotiation
The doctrine of frustration
Workshop session: drafting exercises
During this session, delegates will be given drafting exercises to put what they have learnt into practice.
Day 5
Direct, indirect and consequential damages
Types of damages
Damages for breach of contract
Back-to-back contracts
Physical damages
Costs and expenses
Waste
Loss of profit
Consequential losses and expenses
Loss of opportunity, expectation and amenity
Examples of clauses from common and civil law
Choice of law governing the contract
Legal basis
Applicable law in the absence of choice
Limits of choice of law
Natural place of jurisdiction
Choice of forum clauses
Limits of choice of forum clauses
Litigation, arbitration and alternative dispute resolution
About ResearchAndMarkets.com ResearchAndMarkets.com is the world's leading source for international market research reports and market data. We provide you with the latest data on international and regional markets, key industries, the top companies, new products and the latest trends.
CONTACT: CONTACT: ResearchAndMarkets.com Laura Wood,Senior Press Manager press@researchandmarkets.com For E.S.T Office Hours Call 1-917-300-0470 For U.S./ CAN Toll Free Call 1-800-526-8630 For GMT Office Hours Call +353-1-416-8900
