English Law. A two day course for Non-UK Lawyers. This course is presented in London on: October 2018, 1-2 April 2019, 7-8 November 2019

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1 English Law A two day course for Non-UK Lawyers This course is presented in London on: October 2018, 1-2 April 2019, 7-8 November 2019 This course can also be presented in-house for your company or via live on-line webinar The Banking and Corporate Finance Training Specialist

2 Course Objectives Participants will: Be introduced to the common law, including the nature and methodology Get an overview of the formation of contract including creating a binding and enforceable agreement, pre-contractual documents and undertakings and letters of intent/commitment/heads of agreement Gain an understanding Course Overview of tort and tort of negligence Have explained to them the terms of the contract Learn about the warranties, (Mis) representation, guarantees and indemnitees Be taught about the liquidated damages, penalties differences between common and civil law, and delay Be appraised of interpreting a contract under English law Master the limitation and exclusion of damages Have an overview of transfer of contractual rights and obligations Get to grips with termination, force majeure, frustration and economic hardship of contract Course Content Introduction Common Law: nature and methodology What is the common law? The role of judge-made law The authority of case-law Consensual and non-consensual liabilities Formation of contract (1) Creating a binding and enforceable agreement Offer Acceptance Consideration Formation of Contract (2) Intention to create legal relations Certainty Capacity Formalities Deeds Workshop - Analysing a common law judgment Formation of contract (3) Pre Contract Documents Pre-contractual documents and undertakings Letters of intent/commitment/heads of agreement Agreements to agree Lock-out agreements Letters of comfort Corporate guarantee

3 Workshop; Consider different forms of pre contract documents and their impact and their role. Tort Nature of tortious liability Types of tort Negligence Specific duty situations Nuisance Strict liability Trespass to land Torts concerning goods Trespass to the person Tort affecting reputation Employment related torts Tort of Negligence Duty of care Breach of the duty of care Causation Remedies Damages Equity and trusts The equitable jurisdiction Trusts: their use and structure Legal and beneficial interests Intention to create a trust Identifying trust property Duties of trustees The terms of the contract Express Terms Oral Statements Written Terms Parol Evidence Rule Implied Terms Unfair Contract Terms Warranties, (Mis)representation, Guarantees and Indemnites Warranty Representation Misrepresentation Types and remedies Guarantees Indemnities Workshop Participants will divide into groups and clarify the distinctions between these contractual remedies and their differing legal effect.

4 Liquidated Damages, Penalties Differences Between Common and Civil Law, and Delay Delay clauses Liquidated damages Service credits and service level agreements Time of the essence Limitation and Exclusion of Damages Direct Indirect Consequential English law approach to exclusion clauses the rules Judicial control of exclusion of damages Statutory control of exclusion clauses Interpreting a Contract under English Law Construction of contractual terms Rules of interpretation Common terms and phrases Special and technical meanings Courts canons of construction Courts looking beyond the contract Implied terms Legislative limitations on standard terms Transfer of contractual rights and obligations Assignment At law In equity Statutory assignments Novation transferring the benefits and burdens Termination, Force Majeure, Frustration and Economic Hardship of contract Termination by agreement Termination by frustration Termination upon breach Force Majeure Economic Hardship Workshop: Force Majeure real case study Drafting exercise Split into groups and draft clauses based on a mini case study. Clinic Close

5 Background of the trainer The trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent Masons). He has been listed in the independent Chambers Global: The World s Leading Lawyers as an expert in investment law and regulations, where he is described by peers and clients as a strong commercial thinker. He concentrates on UK and international investment, M&A, private equity, energy, corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of international organisations. In addition to being a corporate educator he sits as a non-executive director in the private and public sector. Course Overview This course is especially designed for non UK lawyers who are advising on international commercial agreements which are governed by English law as many international transactions are subject to English law. It covers legal concepts that will be unfamiliar to assist civil law lawyers become more international and enable them to advise on a wider range of transactions. Or indeed ask more informed questions of their English law advisers. The course sets out the key elements of English law particularly in relation to English contract law. The approach is interactive - it will involve mini case studies, drafting workshops and a clinic for participants to raise questions about transactions they are involved in. Participants will learn differences between common and civil law systems, analyse an English law judgment, what makes a binding contract under English law, and cover Tort (Delict) under English law. In addition it will introduce the law of equity and trust particularly in relation to remedies, look at how damages are awarded under English law, a comparison of Penalties and Liquidated Damages. The different approach to Force Majeure, interpretation of contracts, the transfer of contractual rights, including novation, consideration and the particular place of Deeds in English law. Who should attend? In-house legal counsel Private practice lawyers Contract managers Legal advisors and consultants Commercial Directors Legal support Finance directors and financial controllers Managing directors Business development managers Project financiers

6 What Redcliffe s clients are saying about the course: A dynamic and interactive course keeping the people awake! --Lawyer, ABN Amro Really good overview matched my high expectations! Felt like a private lesson with with just enough participants and was very interactive. --Senior Legal Counsel, Volvo Cars Trainer was adaptable to the needs of the audience. Concrete examples, high level information and summaries at every break. --Senior Legal Counsel, BNP Paribas The material was delivered in a clear and concise manner. --Director, KMPG

7 09:30-17:00 London Standard Price: VAT Membership Price: VAT In-House Training Delivering this course in-house for a number of participants could be very cost effective. The venue and timing can be agreed to suit the client, as well as the selection of the trainer and the precise contents of the seminar. Tailored Learning All of our training courses can be tailored to suit your company s exact training needs. We will work closely with you to help develop a training programme with content that is unique for your organisation. Please us on enquiries@redcliffetraining.co.uk for more information E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact requirements.