Legal Skills: Contract Law: Contract and Sales Law

Course Overview

There is no commerce without contracts. Any sale of goods or services involves a contract. Some sales are so straightforward that you don't have to worry unduly about the legal aspects. Most business transactions, however, are more complicated than that and many legal pitfalls await the unwary. You may think you have made a legally binding agreement with someone but, unless the law backs you up, it may not be enforceable at all. Equally, an unguarded word - or a moment's carelessness - can expose you to legal liabilities you may not have anticipated. Small faults can cause very large losses. This programme has therefore been designed to help you deal with customers or suppliers to avoid exposing your company to unintended legal risks.

This seminar will explain, simply and clearly, in plain English, the fundamentals of contract law.The rules are illustrated by reference to many decided cases and to a wide range of standard sales and purchase forms. This is a very practical programme which will help ensure that you are better equipped in the future to reach clear agreement with customers or suppliers and thereby avoid potential legal problems. It will also minimise the risk of you unintentionally committing your organisation to unforeseen liabilities, improve your performance in your current role and enhance your career prospects.

Audience

• Newly-appointed contracts and commercial executives/managers
• Business development managers
• Sales, purchasing and marketing managers
• Project managers and engineers

Skills Gained

• Learn the basic principles of contract law - using plain English, translating the legal jargon into terms of everyday business life
• Discover the most common terms to be found in commercial contracts - highlighting their practical implications
• Avoid potential pitfalls - ensuring that you will always know whether you have a contract or not and that you never expose yourself unintentionally to legal liabilities
• Analyse some of the problems in performance which may affect your rights or responsibilities under the contract - with particular reference to breach of contract and the remedies available to you

Course Outline

Introduction

• Sources of law
• Common law
• Statute law
• The courts

Achieving an enforceable agreement

• The four essential ingredients:

i) Intention to create a legally binding agreement

ii) Certainty

iii) Offer and acceptance

iv) Valuable consideration

• Intention to be bound
• Do we have a contract?
• Social and domestic agreements
• Collective agreements
• Advertisements, sales literature and price lists
• Certainty of terms
• The effects of 'estimates','quotations','reasonable price','subject to contract','agreement in principle', 'heads of agreement','letter of comfort','letter of intent' and other typical contract usages
• Offer and acceptance
• Or only an invitation to treat?
• Forms of acceptance
• The effects of contradictory sales and purchase forms
• Valuable consideration
• The fundamental requirement
• 'Buying' a promise
• Manufacturers' guarantees
• Rights of third parties
• Denying promises given without consideration
• Reliance and estoppel
• Writing
• Desirable, or essential?

The terms of the contract

• Express and implied terms
• A basic 'good faith' obligation?
• Conditions and warranties
• Specific terms
• Use of standard forms
• Entire agreement clauses
• Quality, fitness, and statutory terms on product liability
• Acceptance clauses
• Time clauses
• Risk and retention of title terms
• Payment; letters of credit
• Exclusion clauses
• Other oppressive terms
• Termination clauses
• Arbitration and alternative dispute resolution
• Choice of law clauses

Case studies

• Conditions and warranties
• 'The battle of the forms'
• 'Letters of intent'

Avoiding the contract

• Mistake
• When and how a mistake affects a contract
• Misrepresentation
• Innocent, negligent or fraudulent
• Duress
• Hard bargaining or illegal pressure?
• Frustration
• Force majeure and hardship clauses

Breach of contract

• Strict liability
• The basic rule
• The remedies
• Specific performance
• Damages
• Problems of assessment
• Mitigation
• Liquidated damages and penalty clauses
• Time limit

Legal Skills: Contract Law: Contract and Sales Law / LE-CL-CS