Keeping your legal and contracts team up-to-date with developments and trends in contract law is essential 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 In-house programme offers up-to-date practical advice on contract law in just one intensive day. By the end of the training, the team 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 drafted are enforceable according to latest case law.
The benefits of this training
Running this intensive training programme in-house will help the team:
- 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
To find out more call our In-house Training Team on +44 (0)20 7729 6677 or email us at firstname.lastname@example.org or use our contact form and find out how we can help. There are no commitments, and if we cannot help our advice and recommendations are free of charge.
Drafting a contract: problems and solutions
Recent developments in damages and breach of contract
- 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
Dealing with IP and software in contracts
- 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
The use of exclusion and limitation of liability clauses
- Defining IP in the contract
- 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
Latest developments in competition law and commercial contracts
- 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
- 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
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
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.