Legal Skills: Contract Law: Business Contract Law

Course Overview

Every contract holds risks and benefits. Are you equipped to recognise them? When a problem or dispute arises with a business arrangement, the solution is often found in the legal rules that govern commercial transactions. The words used in a contract, for example the word 'condition', can have important legal consequences. In negotiation you may agree unwittingly to contractual terms with hidden risks that could wipe out the anticipated profits. In an unguarded comment, you may vouch for what you do not intend or cannot deliver; or you may fail to recognise that one of the fundamental elements of a legal contract is missing.

Every contract holds risks, and hopefully benefits, for the parties. By careful risk analysis of a proposed agreement, you can expose potential legal or commercial pitfalls prior to contract.You can then seek to minimise your risks successfully by bargaining for the appropriate terms.

To avoid or minimise legal risks, or to gain the benefits of a transaction, executives responsible for negotiating or managing the contract must have a practical appreciation of contract law, what it requires and forbids. This course is designed to give business executives a thorough practical understanding of the rules that regulate the formation and enforcement of commercial contracts.

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