Business and Contract Law

Course overview

Guiding you through the legal complexities of commercial contracts to manage your legal risk

The law and regulations governing business and contract law are increasingly complex and now affect all industries and every type of commercial agreement; from entering into a contract, to validity of purchase conditions. If you are involved in commercial contracting or dealing with external parties at any level, you need to grasp the practical legal implications of these relationships to ensure you do not expose your organisation to unnecessary risk. Additionally you need to protect your company from litigation and anticipate legal pitfalls.

This programme combines up-to-date commercial law with practical methods of translating this law into documentation. It identifies and analyses the different types of contract and how the various statutes affect them, ensuring that you fully grasp the impact of current legislation and case law. By the end of the course you will be able to recognise and deal confidently with the risks and benefits of commercial contracts.

Why you should attend?

By attending this seminar, you will:

• Gain practical experience of effective contract negotiation
• Grasp the main issues impacting the early phase of offer and acceptance
• Learn how to create a formal contract
• Understand the legal background to common contract terms
• Identify and understand the role of payment and performance obligations
• Discover how to limit risk and identify the areas of potential claims
• Examine ways to skilfully avoid disputes
• Determine how to deal with and make defences to breach of contract
• Get-to-grips with EU competition law and its impact on business contracts
• Study some typical business agreements

Who should attend?

• Contract and commercial managers and engineers
• Sales and marketing managers
• Project and procurement managers

And all those involved in the negotiation, drafting and management of commercial business contracts

PRACTICAL DRAFTING WORKSHOPS

Throughout the programme there will be practical sessions using sample clauses providing the
opportunity to gain practical experience under the guidance of the expert presenters.

Programme - Day 1

Effective contract negotiation

• Preparing for negotiation
• Developing winning strategies
• Understanding the rules negotiation and culture
• Improving your communication skills
• Mapping routes to agreement

Offer and acceptance

• Defining the number of offers that can be on the table at any time
• Understanding what is a counter offer
• Examining what constitutes acceptance

Tools, techniques and terminology when creating a formal contract

• Informal contracts
• Standard terms
• Letters of intent
• Memorandum of Understanding
• Enforceable contracts

Getting to grips with how the law changes what you thought you had agreed to

• What are implied terms and where do you use them
• Working within government restrictions
• What is good faith and making it benefit your organisation
• Misrepresentation
• International convention

Understanding and effective drafting payment obligations

• Advance/stage payments
• Retention monies
• The role of bonds
• Credit insurance
• Letters of credit

Including constructive performance obligations

• Specific performance
• Condition precedents
• Delivery
• Force majeure
• The Doctrine of Frustration

Implications of law and regulations for international agreements

• Incoterms
• Personnel
• Price and payment terms
• Disputes
• Exporting

When things go wrong – 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

PRACTICAL DRAFTING EXERCISE
In this session participants will draft contract terms based on the skills and knowledge developed during the day under the guidance of experts

Programme - Day 2

Making defences to breach of contract

• Misrepresentation
• Duress
• Mistake
• Negligent misstatement

Termination – Understanding how and when contracts end

• Duration
• Liquidation
• Change of control

Successfully resolving contractual disputes

• Drafting key provisions to minimise the risk of disputes
• ADR clauses
• Arbitration – institutional or ad hoc

The impact of EU competition law

• Overview of key provisions
• Horizontal and vertical agreements
• Role of the block exemption regulations
• Areas to watch: pricing, market sharing, joint sales and purchasing, information sharing
• Consequences of infringement
• Compliance

PRACTICAL DRAFTING EXERCISE
In this session participants will practice drafting contract terms and practical receive advise and guidance of how they can develop in this area.

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

• General provisions
• Confidentiality
• Costs
• Assignment
• Notices
• Law of the contract