Legal Skills: Contract Law: Business Contract Law

Scheduled Dates (sort by: location | date)

Audience

• Contract managers/officers
• Commercial managers/officers
• Sales and marketing managers
• Managing directors/financial directors
• Project managers/engineers/buyers
• Business development managers

Skills Gained

• You will gain a much tighter grasp of the principles and practice of contract law
• You will be much better placed to negotiate from strength
• You will lessen your chances of falling into damaging contractual traps and pitfalls considerably
• You will be taking a major step towards securing the profitability of each contract you negotiate

Course Outline

Preparing for commercial negotiations

• Interpersonal skills
• Defining negotiating objectives
• Identifying issues
• Setting margins

Inviting tenders and making offers

• Wording of invitation
• Specification of work or deliverables
• Ownership of products, designs or results
• Adjudication of tenders

Making a contract

• Legal requirements for an enforceable agreement
• Agreements 'subject to contract'
• Letters of comfort or intent
• Form of contract
• Authority and signatures
• Registration of certain contracts

Performance of contract

• Acceptance of work or deliverables
• Payment
• Delays, force majeure and frustration
• Strict terms

Non-performance and breach of contract

• Significance of conditions and warranties
• Assessment of compensatory damages
• Penalties and liquidated damages
• When and where to sue, including arbitration and judicial enforcement

Defences to alleged breach of contract

• Justification
• Non-adherence to specification
• Misrepresentation
• Economic duress
• Mistake

Avoidance or limitation of risks

• Common law on disclaimers
• Statutory control of unfair disclaimers in supply contracts and services contracts

Liability in tort

• Liability for negligent statements
• Negligent designs and technology
• Disclaimers against negligence
• Strict liability for defective products

Impact of European Union law on contracts and contracting

• Competition law
• Free movement of goods
• Public procurement law

Analysis of typical supply terms including:

• Whose terms apply?
• Payment
• Delivery
• Exclusion clauses
• Retention of title

Analysis of typical manufacturing licence including:

• What is intellectual property?
• EU Block exemption for technology transfer
• Technology transfer agreements
• Royalty terms
• Infringement claims

Analysis of typical marketing agreement including:

• Agency or distributorship?
• Exclusive or non-exclusive?
• EU Block exemption on vertical agreements
• Commercial Agents Regulations 1993

Legal Skills: Contract Law: Business Contract Law / LE-CLB