Advanced Business & Contract Law This course can be presented in-house for you on a date of your choosing

Transcription

1 Advanced Business & Contract Law This course can be presented in-house for you on a date of your choosing The Banking and Corporate Finance Training Specialist

2 Course Objectives Participants will: Be introduced to the liquidated damages and penalties Get an overview of the quality of goods and services including warranties, guarantees and indemnities Have explained to them the contract management and potential claims Gain an understanding Course Overview of the retention of title, possession is 9/10ths of the law Learn about how to avoid liability including exclusion of damages Be taught about how to minimising legal liability including limitation of damages Understand the choice of law and dispute resolution Get to grips with the choice of law and dispute resolution 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 Content Delay - Liquidated Damages and Penalties When are they used Practical remedy Distinction from indemnities, incentive payments Approach of English law Penalties Service credits and service level agreements Recognizing a penalty Can a single sum be payable for any breach ParkingEye Limited v Beavis (ParkingEye) (2015) Makdessi v Cavendish Square Holdings (2015) Quality of Goods and Services - Warranties, Guarantees & Indemnities Context Warranties Guarantees Time is of the essence

3 Third party rights Differences between Guarantees and Indemnities Variation of main agreement Contract Management and Potential Claims Pro active management of commercial risks Risk mitigation Consequence clauses Passing risk Post contract negotiations Evidence collection Record keeping Elements requiring pro active management Obligations clauses If you are not able to satisfy your obligations Contract completion Possession is 9/10ths of the Law - Retention of Title Definition Purpose Legal background Basic clause All monies clause Mixed goods clause Proceeds of sale clause Pointers to drafting Seeking to Avoid Liability - Exclusion of Damages What is an exclusion clause? Distinction from limitation of liability clause Identification of exclusion clauses Incorporation Interpretation Legislation Unfair Contract Terms Act Liability for death or personal injury Test of reasonableness Judge s approach to exclusion clauses Ending it All - Termination & Variation Default clause Termination rights Termination choice Ways in which contracts end Important to agree Appropriate duration Termination rights Post termination Clauses surviving termination Material breach

4 Acceptable excuses for breach Variation clause Minimising Legal Liability - Limitation of Damages Purpose of damages Types of loss Measure of damages Damages -limits Key cases Principles restricting damages Direct Loss of profits Indirect Consequential Recent cases Sorting It All Out - Choice of Law and Dispute Resolution Dispute resolution provisions Choice of law selection Choice of jurisdiction considerations Arbitration agreement Drafting arbitration clauses recommended components Pathological arbitration clauses Drafting ADR clauses Mediation Conciliation Expert determination Recognition and enforcement of arbitration awards and judgments Course Summary This course complements and can equally be standalone to the Essentials of Business & Contract Law for Managers. It focuses on key elements in the management of a contract, negotiation, pre emptive steps, and clauses related to potential claims. It covers sample clauses, negotiation points, drafting exercises, contract management, including potential claims, particularly through the contract. It will look at delay, such as liquidated damages and retention of title of goods, monies due and proceeds of sale. In addition, contractual remedies through warranties, guarantees and/or indemnities. There are specific sessions covering contract management to prevent and anticipate potential claims, how to exclude and /or limit liability, ending contracts, looking at the various ways to resolve disputes including the increasingly used route of a alternative dispute resolution such as mediation. It informs participants who include, contract managers and officers, legal advisers and consultants, commercial directors, finance directors and controllers, business

5 development managers, how to minimise contract risk and have a competitive edge over their counterparts. It enables attendees to draft tighter provisions and ensure greater protection for their stakeholders. There will be class discussions and drafting exercises to consolidate the lecture and workshop experience. Participants will leave with the updated knowledge, enhanced confidence and an understanding of contracts essential to deal with the most important aspects of commercial contract law.