Course

Commercial Business law

Commercial Contracts School for International Lawyers

Course overview

The Commercial Contracts School for International Lawyers and Contracts Professionals, Dubai

The Commercial Contracts School offers a wide-ranging and detailed understanding of contract law, drafting techniques, negotiation tactics and the law of damages under common law with comparisons to Civil Law jurisdictions. Presented by an international specialist in the field, the week shall enable participants to effectively draft and negotiate contracts with knowledge and confidence.

International business contract law is increasingly complex and affects all industries working cross-borders and every type of commercial agreement; from entering into a contract, to validity of purchase conditions. You need to protect your company or client from litigation and anticipate legal pitfalls. This programme combines up-to-date commercial law with practical methods of translating this law into documentation. It identifies and analyses the different types of contract and how they are affected by the various statutes, ensuring that you fully grasp the impact of current legislation and case law.

Unique format

The week delivers excellent opportunity to bring not just yourself but your whole team up-to-date with current best practice in commercial contracts training for International Lawyers. It’s unique format consists of 3 connecting programmes, providing the opportunity for you to attend the whole week, or just the elements of the programme that are relevant to you. Or perhaps different members of the team can attend different elements.

Course Modules:

Module 1

Business and Contract Law for International Commercial Contracts – 26-27 February 2012

Module 2

International Contract Negotiation – 28 February 2012

Module 3

Liabilities and Damages in International Commercial Agreements – 29-30 February 2012

Who should attend?

Lawyers working in business, government and private practice

All those working in a legal context but not necessarily having law as their underlying professional qualification, including contract managers, commercial managers and directors.

A unique programme of three modules

Attend the full week or PICK AND CHOOSE which modules you would like to attend. To find out more and get individual module prices call Customer Services on +44 (0)20 7729 6677 or email info@falconbury.co.uk

Part One

Part 1: Business and Contract Law for International Commercial Contracts

DAY ONE

Tools, techniques and terminology when creating a formal contract

Informal contracts
Standard terms
Letter of intent
Memorandum of understanding
Binding or non-binding

PRACTICAL DRAFTING WORKSHOP
Pre-contract documents and enforceability

Offer and acceptance

Defining the number of offers that can be on the table at any time
Understanding what is a counter offer
Examining what constitutes acceptance

Getting to grips with how the law changes what you thought you had agreed to

What are implied terms and where do you use them
Working within government restrictions
Misrepresentation
International convention

Understanding and effective drafting payment obligations

Advance/stage payments
Retention monies
The role of bonds
Credit insurance
Letters of credit

Including constructive performance obligations

Specific performance
Condition precedents
Delivery
Force Majeure
The Doctrine of Frustration

Key clauses and how they are interpreted in different countries

Best efforts and reasonable endeavours
Confidentiality clauses
Penalty clause
Assignment clauses
Termination
Post contractual obligations

When things go wrong – Limit contractual risk for your organisation

Identifying the areas of potential claims
Examining claims in contract
Examining claims in tort
What are the claims under other headings
Insurance

PRACTICAL DRAFTING EXERCISE
In this session participants will practice drafting contract terms and receive practical advice and guidance on how they can develop in this area.

DAY TWO – 3 October 2011

Making defences to breach of contract

Misrepresentation
Duress
Mistake
Negligent mis-statement

Termination – Understanding how and when contracts end

Duration
Remedying defaults
Events
Liquidation
Change of control
Post termination

Successfully resolving contractual disputes

Drafting key provisions to minimise the risk of disputes
ADR clauses
Arbitration – institutional or ad hoc

PRACTICAL DRAFTING EXERCISE
In this session participants will draft standard contract terms based on the skills and knowledge developed during the day under the guidance of the expert presenter.

Some typical agreements
This session will review the terms and conditions of some typical agreements to illustrate how to avoid the legal pitfalls and challenges faced.

Service
Supply
Manufacture
Licensing

PRACTICAL WORKSHOP

Drafting and understanding boilerplate clauses

General provisions
Confidentiality
Costs
Assignment
Entire agreement
Notices
Law of the contract
Jurisdiction

Part Two

Part 2: International Contract Negotiation

DAY 3

Essentials of negotiations

Effective negotiators
Negotiation models
Objectives
Strategies
Frameworks
Perceptions

Preparing for negotiations – setting objectives and selecting strategy

Preparation questions
BATNA/ZOPA/Target
Power, interests and positions
Selecting a strategy
Creating value
Preparation in a hurry

Negotiating across national and organisational cultures

Mapping national cultures
Reconciling differences
High and low context
Types of collaborations
Trust

Negotiating styles

Recognising your style
Identifying styles
Adapting styles
Practicing different negotiating styles

Practical Workshop – Negotiation of legal and commercial clauses

Communication skills

Effective listening
Effective telling
Body language
Silence
Telephone and Internet

Situation tactics or ploys and counter-ploys

Creating the right atmosphere
Seating
Threats/insults
Interruptions
Emotional appeals
Making and reinforcing a final offer
Encouraging closure

Negotiation Clinic
Get your queries answered on recent challenges you have faced in negotiation and how to overcome them.

Personal Action Plans

Part Three

Part 3: Liabilities and Damages in International Commercial Agreements

DAY 4

Identifying the areas of risk

The areas of potential claims
Claims in contract
Claims in tort
Claims under other headings

Exclusions and limitations of liabilities

Liability for personal injury or death
Liability for late delivery and/or performance
Maximum aggregate damages
Fundamental breach
Different country examples

Liquidated damages and penalties defined

Are penalties recoverable?
Evidence requirement
Full and final settlement as an effective limitation of liability
Considering clauses from different countries

Workshop on exclusion and liquidated and ascertained damages clauses

Force Majeure

The concept of Force Majeure
Changing circumstances and unforeseen events
Hardship clauses
Defning the events
Typical claims
The termination period
Re-execution/Re-negotiation
The Doctrine of Frustration

Workshop session (Part 1)
During this session, delegates will be given drafting exercises to put what they have learnt into practice.

DAY 5 – 6 October 2011

Direct and indirect damages

Types of damages
Damages for breach of contract
Loss of proft
Consequential losses and expenses
Loss of opportunity, expectation and amenity

Time limits

What is limitation?
The purpose of a limitation period
Computation of the period
Key English limitation periods
Special cases
Personal injuries and death
Latent damage
Standstill/tolling agreements
Continuing wrongs

Choice of law governing the contract

Legal basis
Applicable law in the absence of choice
Limits of choice of law
Natural place of jurisdiction
Choice of forum clauses
Limits of choice of forum clauses

Litigation, arbitration and alternative dispute resolution

Choice of arbitration:
Drafting of an arbitration clause
Avoiding pathological clauses
Alternative dispute resolution
- conciliation, mediation and ADR
Enforcement

Workshop session (Part 2)
During this session, delegates will be given drafting exercises to put what they have learnt into practice.

The expert presenter

Arun Singh (PROF) OBE, FRSA is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of Commercial Law at KPMGLegal. Arun is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He concentrates on international investment, joint ventures, licensing of technology, research and development, M&A, energy, outsourcing and corporate governance in developed and emerging markets. He also handles international legal risk management matters. Arun advises a range of international organisations. He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate at Oxford University’s Institute of Legal Practice and teaches international leadership and negotiations at the University of Cambridge. He has facilitated programmes in Europe, Asia, the Middle East and the U.S. He is a recognised corporate educator and a non-executive director of 4 international investment companies one of which is listed on the London Stock Exchange chairing the Audit Committee and Investment Committee. Arun’s work for SME’s and clients such as BA, BP, CMSLegal, Orange, Diageo, KPMG, Motorola includes working with managers on business skills such as leadership, impact and influence, team dynamics, international management negotiations and conflict resolution. He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management. Arun is an editor and contributor to a number of publications, including Thorogood’s Special Report on Business and Contract Law, facilitator for company programmes and corporate speaker at conferences.