Current Contract Law and Practice

Course overview

Avoid contractual liability by keeping up-to-date on the latest drafting and interpretation, case law and legislation

Keeping up-to-date with developments and trends in contract law is essential for all lawyers and those involved in commercial contracting to ensure that they do not expose their organisation or clients to unnecessary risk. However, it is often difficult to schedule the time out of the office in order to maintain their knowledge in this key area.

This concise and practical one-day seminar has been specifically designed to offer up-to-date practical advice on contract law in just one intensive day. By the end of the seminar, you will have an excellent overview of the latest developments relevant to a wide range of contracts. Including drafting tactics and practical suggestions to make sure that contracts you draft are enforceable according to latest case law.

PRESENTED BY

An expert faculty of Partners from leading UK and international law firms using current case law and best practice drafting techniques

What are the benefits of attending this seminar?

Attend our one-day intensive training programme to:

Understand the implications of recent case law for your organisation’s contracts

Deal successfully with damages to avoid unnecessary costly disputes

Gain tips and techniques to successfully resolve commercial disputes

Become familiar with new developments in competition law

Understand the implications of Rome I and Rome II

Master the use and effect of IP-related clauses

Hear from a panel of experts with extensive practical experience within the key areas covered in the seminar

Who should attend?

In-house lawyers

Private practice lawyers

Commercial and contract directors and managers with contract law experience, who need to keep abreast of legal developments

Programme

Chair’s introduction

Drafting a contract: problems and solutions

The Judge’s approach to construing what we thought we had made clear
The cases both recent and classic: the court’s approach as it is today
The context in which the contract was drafted: how we can establish our client’s position
The rules of construction generally – any contract must be construed in context
Rectification/Extrinsic evidence and when it will be admitted
Construing oral agreement and its interpretation
The meaning of some specific words or phrases
Choice of law and forum: some issues
Arbitration clauses: where to use them, for what purposes and how: the litigator’s advice to the draftsman

Recent developments in damages and breach of contract

Overview
Recent significant cases, including Supershield Ltd v Siemens Building Technologies FE Ltd (2010)
Excluding loss of profit etc.
Issues to consider when evaluating a damage claim
How to frame the claim
Principles restricting damages – restated in Transfield v Mercator
Consequential losses – what does it mean and the effect the of exclusion clauses
Consequential and direct damages
Warranties and indemnities
Termination

Dealing with IP and software in contracts

Defining IP in the contract
Assignment
Software and IP licenses – software licensing: permissions and restrictions
Open source licensing
Agile and interactive software
Permissive or academic licensing
Warranties, representations and undertakings
Indemnities – different perceptions
International concerns

The use of exclusion and limitation of liability clauses

An update and recent developments
The role of the Misrepresentation Act and UCTA
Drafting exclusions and limitations
The difference between liability and exclusion clauses
Examples of typical issues
Items which cannot be excluded
Liquidated damages
Gross negligence – a concept?
Entire Agreement clauses – deserving of particular care
Best/reasonable endeavors
Evading liability caps
The impact on indemnities

Latest developments in competition law and commercial contracts

Key competition law risks and pitfalls
Overview of recent developments – a breakdown of recent law and guidelines
Horizontal cooperation – new EU regime and typical agreements on which it will impact
Potential issues explained
Examples joint purchasing and joint production agreements
Vertical restraints and their scope
Enforcement – both public and private
Compliance – recent examples
OFT’s current priorities and practices
Co-operating with competitors

Termination disputes

When a contractual relationship breaks down, disputes will usually concern:

The legal platform for termination – under the contract or by its repudiation?
Accepting repudiatory conduct…
…or electing to affirm the contract…
…without losing the right to terminate it
Is there a termination provision?
Do the provable facts fit it?
Has it been exercised correctly
Are there other grounds for termination?
Has a right to terminate been cost?
Has the contract been affirmed after repudiatory action?
Typical termination clauses
Allowing an expired contract to continue
Arguing material breach can be excused by uncertainty
What practical guidance can be given

The expert faculty

Chair

Amanda Brock is General Counsel of Canonical the Open Source Operating Platform and is a dual qualified solicitor with over 15 years experience of commercial law including as European Manager for DSG International and UK Legal Director with Aramark. Whilst working for Dixons she was the first lawyer employed to work for Freeserve and worked as a member of the management team, dealing with all legal aspects of the set up and operation of the business through to its float in 1999. She then went on to advise both the UK and international business on e-commerce, IP and all other legal matters in nine countries. During her time in private practise Amanda was seconded to General Motors where she advised on commercial, marketing and ecommerce matters.

Speakers

Mark Brown is a partner in the London office of Bristows. He has practised commercial litigation and arbitration since 1993 and joined Bristows as a partner in October 2007. He has particular experience in domestic and international commercial litigation and arbitration, financial services regulatory investigation and enforcement, and intellectual property disputes, often with multi-jurisdictional aspects. Mark’s work covers a variety of dispute resolutions between corporate entities. It includes contractual and negligence disputes arising from a broad range of commercial contracts and corporate transactions.

Dr Rainer Evans is a solicitor advocate and senior associate at Allen & Overy. He has extensive experience of cases involving fraud, professional negligence and contractual disputes of all types. Before becoming a solicitor, he was a policy adviser to Treasury Ministers.

David di Mambro practices at Radcliffe Chambers. His commercial practice includes commercial contracts (particularly guarantees), construction of contracts (in which he has particular expertise and experience), jurisdictional and applicable law problems, franchising, intellectual property, confidentiality and passing off. He has extensive experience of fraud and breach of fiduciary duty cases and is regarded as an accomplished and penetrating crossexaminer. He is a Chartered Arbitrator. He acts as mediator and has extensive experience of the mediation process generally.

James Maton is a partner in the London office of Edwards Angell Palmer and Dodge. James is a commercial litigator whose practice includes advising companies and Governments on complex contractual disputes, often involving technical issues. In addition to English High Court litigation, he has considerable experience of international arbitration and multi jurisdictional disputes. He speaks regularly at international anticorruption conferences organised by international donors. He provides significant pro-bono support to anti-corruption NGOs. James also acts in claims for judicial review and professional negligence.

Pat Treacy is Joint Managing Partner of Bristows. Pat has specialised in EU law and competition law for more than 20 years and has been involved in several landmark cases at EU and national level. In addition to her expertise across the range of competition law, she has particular strengths in advising on the complex legal and policy issues arising where competition law and intellectual property law intersect. Consequently, clients in high technology sectors including life sciences and TMT seek her advice regularly. Pat advises many of the Firm’s clients on the competition law responsibilities affecting dominant companies. Pat and her team assist clients with competition compliance programmes and preparation for “dawn raids”.

Ian Gascoigne is a partner at Eversheds. He has represented companies with disputes arising from a wide range of commercial contracts, claims arising from the sale and purchase of businesses, professional negligence and insurance claims. He also specialises in international commercial litigation and arbitration, jurisdiction and choice of law issues. Specific experience includes representing a large multinational defence company in a major arbitration under the International Chamber of Commerce rules which went to a full hearing and an award on liability. He has also appeared as the advocate for an English claimant before an international arbitration panel sitting in Paris constituted under UNCITRAL rules, in a claim under an investment protection treaty between the UK and an Eastern European country.