Advanced Contract Law

This course reviews specific issues that typically arise when you negotiate or enforce a commercial contract. We look at representations and warranties, indemnities, clauses to limit liability, clauses to manage delay or default in performance, and clauses needed in international agreements. This is a highly interactive training course and involves in depth analysis of key clauses, drafting and enforcement. You are welcome to submit your own contracts for our workshops although full materials will be provided. Who should attend Chief executive officers Managing directors In-house counsel Legal advisors and consultants Business development managers Project financiers Finance directors and financial controllers Marketing and sales directors and managers Trade and export finance managers Contract managers
Day 1 Terms you need in international agreements We look at common questions and pitfalls in clauses commonly found in international agreements, including: – Governing law – Jurisdiction – International arbitration Refresher on warranties and representations We review clauses focusing on this area and look at remedies for misrepresentation and breach of warranty. Each team is given a set of facts, including “mere puffs”, statements of fact and future statements. Each team, after indepth discussion of what the warranties should be, drafts suitable warranties and delivers them to the other team. Each team then gives constructive criticism on the other team’s draft warranties. Implied terms and Entire Agreement clauses We review the scope for excluding unwanted representations, warranties and implied terms. Limiting liability Again the delegates’ knowledge will be refreshed on the law. We review the latest law dealing with standard contracts and unfair contract terms. We review clauses including: – Limitation of liability – Exclusion clauses – “Indirect and consequential loss” Each delegate will be given a limitation of liability clause and asked to review it. We will then discuss as a group the issues in relation to the clause including liability in tort, reasonable caps and rights of third parties. Day 2 Delay & Force Majeure This section reviews methods used by suppliers and customers to manage problems arising from delay,including: – Delay clauses – Liquidated damages – Service credits and service level agreements – Making time of the essence – Force Majeure Termination We review the options for a party faced with delay or default in performance, including rights arising under a termination clause, and apply them in a case study. Indemnities These clauses are complex, varied and often poorly drafted. We review the law and the correct drafting to ensure that the indemnity has the required legal effect. We practice rafting and negotiating indemnities common to international transactions. Group drafting exercise We split into groups and review a contract using the information learnt during the course to highlight and redraft certain clauses. Feedback and Close