Commercial Contracts for Non-Lawyers
- • Grasp the underlying rationale for commercial contracting
- • Understand the concept of liability and indemnity and what they mean to contracts
- • Become familiar with the other key aspects of contracts such as consequential loss; frustration of contract and termination
- • Be able to analyse approaches to deal with breach of contract
- • Become familiar with the concept of Force Majeure and understand its workings
- • Know the different methodologies involved within dispute resolution
Overview
Modern business is increasingly complex and so too are the challenges associated with commercial contracting. Quite often, individuals find themselves in a position where they are uncertain as to what the strange legalistic language is actually saying and what this then means from an interpretive perspective.
This course has been specifically designed with the ‘non-lawyer’ in mind. The aim is to provide a high level of ‘grounding’ and understanding not only of the component parts of contracts- but the interrelationship between them and how they can be understood and untlised. Knowledge of contractual provisions is a key advantage when engaged within commercial negotiations.
The delivery medium will be open discussion throughout and exercises designed to familiarize the delegates with key aspects of commercial law and its applicability to international contracts.
Course Content
Topic 1: The rationale for contracting
- Common and Civil Law systems – what’s the difference?
- Why contract?
- The ‘3 pillars’ to any commercial contract – liabilities; insurance and indemnities
- Establishing and understanding rights, duties and obligations of the parties
- Drafting and construction examined
- The 5 overarching risk strategies examined
Topic 2: Liability
- Joint liability
- Several liability
- Joint and several liability
- Proportionate liability
- Vicarious liability
Topic 3: Indemnity
- The concept of indemnity explained
- The difference between indemnities and guarantees
- The relationship between indemnity and liability
- Mutual hold harmless clauses and ‘knock for knock’ provisions
- Cross indemnities
- Indemnity and 3rdparties
- Indemnity and breach of contract
- Indemnity is specific circumstances
- The ‘Contra Proferentem Doctrine’
- Indemnity and choice of law
- Indemnity and negligence
Topic 4: Some other key aspects:
- Governing law
- Consequential loss
- Assignment and Novation
- Price Escalation
- Class exercise
- Intellectual property considerations/issues
- Time bars and prescriptive periods
- Extension of Time Clauses
- The issue of ‘Concurrent Delay’ in projects
- Termination and Frustration of contract
Topic 5: Dealing with contractual breach
- Minor breach
- Material breach
- The principle of Restitution
- Liquidated Damages provisions
- Contractual Repudiation
- Specific performance
- Injunctive relief
- Class exercise
Topic 6: Force Majeure
- The nature of FM
- No implied FM in English Law contracts
- Class exercise
- Notification and mitigation duties
- Limitations on FM provisions
- Common elements of a FM provision
- FM and sanctions
- The cost recovery mechanism post FM
Topic 7: Dispute Resolution
- The ladder of ADR
- The dispute resolution clause
- The ‘Doctrine of Seperability’
- Interim awards
- Challenging Arbitral awards
- The waiver of Sovereign Immunity
- ‘Forum shopping’explained
