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Liabilities, Damages and other Contentious Issues in International Commercial Agreements Training Course

Understanding the detailed law of damages and liabilities for the purposes of negotiating and drafting international contracts governed by English law.

11-12 Mar 2021

& 13-14 Sep 2021 , 15-16 Sep 2021

Book now

Details

Course overview

Reduce your exposure to risk and liability in your contracts in two essential days

Now is not the time for weaknesses in your commercial contracts when risk and liability have to be kept to a minimum. During the negotiation of international commercial agreements, the exact exposure in relation to damages is often not properly identified, anticipated or understood. Frequently, the parties are:

  • Unaware of the true nature of the law of damages in the chosen governing law of the contract
  • Unaware of the fundamental differences of approach in the common law and civil law systems
  • Unaware that their attempts at limiting or excluding their liability may be ineffective

This specialist two-day seminar has been specifically developed to focus exclusively on this subject. The seminar offers a wide-ranging and detailed understanding of the law of damages under English law with comparisons to civil law jurisdictions. Presented by an international specialist in the field, the seminar shall enable participants to effectively draft and negotiate contracts with knowledge and confidence.

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 contracts managers, commercial managers and directors

Programme

Introduction

  • Key differences in civil and common law
  • Identifying potential legal risks
  • Fundamental distinctions
  • Emerging trends
  • Drafting approaches
  • Introduction to comparative exercises

Pre-contract agreements – background and drafting

  • NDAs, MoUs, letters of intent
  • Pre-contractual liability
  • Good faith
  • Confidentiality agreements – binding?
  • Templates of pre-contract documents
  • Redrafting template documents

Warranties, representations, guarantees and indemnities

  • Differences
  • Which to use and when
  • Remedies for breach
  • Relationship with entire agreement
  • Indemnities – examples
  • The court approach and contra proferentem
  • Types of guarantees – performance and on demand

Exclusions and limitations of liability

  • Liability for personal injury or death
  • Liability for late delivery, performance or similar
  • How to limit the maximum aggregate damages
  • Fundamental breach vs breach of fundamental obligation
  • Specific examples of limitation of liability clauses from different jurisdictions
  • Exclusions, limitations and
  • maximum liability

Force majeure, frustration and economic hardship

  • The concepts of force majeure and economic hardship
  • Doctrine of frustration
  • Changing circumstances and unforeseen events
  • Hardship clauses
  • Defining the events
  • Typical claims
  • The termination period
  • Re-execution/renegotiating
  • The legal effect

Comparative workshop session

Practical workshop where, using a case study as a basis, clauses will be examined that are interpreted differently in different jurisdictions, including:

  • Force majeure
  • Exclusion clauses
  • Approaches to interpretation
  • Limitation of liability
  • Liquidated damages and penalties
  • Drafting techniques


Direct, indirect damages and consequential loss

  • Types of damages
  • Damages for breach of contract
  • Back-to-back contracts
  • Physical damages
  • Costs and expenses
  • Waste
  • Loss of profit
  • Consequential losses and expenses
  • Loss of opportunity, expectation and amenity
  • Examples of clauses from common and civil law
  • Direct, indirect damages and consequential loss

Q&A Interactive Session: Identifying types of damages

Liquidated damages and penalties defined – comparative analysis

  • Recoverability of liquidated damages and penalties
  • Rules of interpretation and evidence requirement
  • Types of contract to which the rules do or do not apply
  • Types of clause to which the rules do or do not apply
  • Templates with comparative clauses
  • New Supreme Court rule on liquidated and ascertained damages and penalties –
  • Cavendish v Makdessi

Choice of law, jurisdiction and arbitration Part 1 – choice of law and jurisdiction

  • 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
  • Brussels and Rome Regulations – post Brexit
  • Direct applicability and the chosen law rule

Choice of law, jurisdiction and arbitration Part 2 – arbitration and dispute resolution

  • Choice of arbitration, drafting of an arbitration clause, avoiding pathological clauses
  • Alternative dispute resolution – conciliation, mediation and ADR
  • Enforcement: The New York Convention and beyond

Presenter

Arun Singh OBE (More...)

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 KPMG Legal and partner at Masons (now Pinsent Masons).

Arun has advised on disputes and collaborations in a wide range of jurisdictions including Europe, countries in West and East Africa, India, Bangladesh, China, Hong Kong, Saudi Arabia, UAE, Qatar, Pakistan, Libya, Jordan, Syria, the US, Caribbean, Russia, Israel, Lebanon, Egypt, Thailand and Singapore. Arun is cited and ranked in the Chambers Guide to 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 and 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 US.

He is a recognised corporate educator and a non-executive director of two international investment companies – one of which is listed on the London Stock Exchange, chairing the Audit Committee and Investment Committee.

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 Business and Contract Law (a Thorogood Special Report) and How to Lead Smart People – Leadership for Professionals (Profile Books), a facilitator for company programmes and an experienced speaker at international corporate conferences.

Book now

Book now

11-12 Mar 2021
Live webinar
11-12 Mar 2021
Live webinar
GBP 1,099 899
EUR 1,579 1,299
USD 1,786 1,474
Until 28 Jan*
Enrol now
to attend
Live webinar
13-14 Sep 2021
Live webinar
13-14 Sep 2021
Live webinar
GBP 1,099 899
EUR 1,579 1,299
USD 1,786 1,474
Until 2 Aug*
Enrol now
to attend
Live webinar
15-16 Sep 2021
Face-to-face, (venue not yet confirmed)
15-16 Sep 2021
Face-to-face
(venue not yet confirmed)
GBP 1,299 1,099
EUR 1,819 1,539
USD 2,026 1,714
Until 4 Aug*
Enrol now
to attend
Face-to-face
(venue not yet confirmed)
  • 2 days of classroom-based training
  • Meet presenters and fellow attendees in person
  • Lunch and refreshments provided
  • Download documentation and certification of completion
  • Fair transfer and cancellation policy

Learn more about our face-to-face and webinar training formats.

* Note the early booking discount cannot be combined with any other offers or promotional code

Continuing professional development

This course qualifies for 12 hours for your CPD records.
More about CPD

Customised in-house training

We can customise this course to meet the requirements of your organisation and deliver it at your location and/or online.

Contact us

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Previous customers include...

  • Vetco Gray Controls Limited
  • Acino Pharma AG
  • Anritsu Solutions SRL
  • Azercell Telecom LLC
  • Boehringer-Ingelheim RCV GmbH & Co KG
  • Building Research Establishment Ltd
  • Callcredit Ltd
  • Calor Gas Ltd
  • Cargolux Airlines International S.A.
  • Cerner
  • De La Rue Plc
  • De Medeiros and Associates
  • Deloitte & Touche CIS ZAO
  • EBRD
  • European Commission
  • Grifols Worldwide Operations
  • Guardian Europe SARL
  • Helsinn Healthcare SA
  • Heracles GCCo
  • Huntsman (Europe) BVBA
  • ITF
  • Leo Pharma AS
  • Mazars LLP
  • Moms Finans Sweden AB
  • Newpel Group
  • NOKIA CORPORATION
  • Pon Equipment + Power Systems BV
  • Python & Peter
  • Shire AG
  • Yara International ASA

It was good and the speaker was excellent.

Katerina Sakka, Legal Expert, Pharmathen SA, Sep 20

In addition to the relevance of the content and the excellent delivery, the set up of the course was conducive as the attendees were all from various backgrounds with different experience but much knowledge between them which encouraged open discussion and debate. As attendees we participated enough to feel involved but not feel under pressure. Arun is a hugely knowledgeable, interesting and entertaining. I really enjoyed the course and felt that I learnt a lot.

Iona Sims, Commercial Lawyer, Bulkhaul Limited, Mar 20

Enjoyable and glad I went. Arun engaging and willing to answer any questions - great.

Victoria Bayly, Lawyer, UEFA, Mar 20

Great course, great speaker. I am better equipped to negotiate international contracts and understand the other parties' minds.

Agnès Audoin, Legal Affairs Tech Ops & IT, IPSEN Pharma, Mar 19

It was a very well-structured course with an excellent and experienced lawyer as a speaker. Ideal for in-house counsel as a refresher but also a good opportunity for networking with other legal counsel from different industries. I enjoyed Arun's positive way of lecturing, with many anecdotes and answering each question.

Sunia Ali, Legal Counsel, ROSEN Swiss AG, Mar 19

Lecturer with great communication skills, pragmatic approach and a great capacity to involve the audience and help them brainstorm on specific topics.

Vincenzo Gallo, Legal Counsel, CHEMO AG, Vienna, Lugano Branch, Sep 18

Engaging and entertaining. [The speaker was] very effective at presenting!

Elaine McDonnell, Commercial Manager, Bühler UK Limited, Sep 18

The course was very well conducted by Mr. Singh, mixing well theory and practice. Very complete and challenging programme. The course will help me to better understand and draft contracts governed by English law.

Sarah Fadlalah, Contract Administrator, Saipem Ltd, Sep 18

This is a great training experience! The content is very well structured, the speaker is well organised and all the participants have the chance to work in teams, ask questions and debate on all the relevant topics. I had a great time! Thank you!

Emilia Dragomir, Contracts Advisor, Emerson SRL, Sep 18

The course content was comprehensive. Presentation was excellent. Prof Singh is an excellent teacher.

Radhika Mahass, In Legal Training, Mar 18

The content is very rich, the course is very organised. A huge part of its success is because of how good the speaker is.

Mai Ali, Lawyer, MBC FZ L.L.C., Mar 18

Great course, hands on, very knowledgable speaker.

Anna Damgaard Jensen, Head of Legal , AOP Orphan Pharma, Mar 18

Very informative, entertaining and practice-orientated.

Anton Kachanov, Senior Legal Counsel, Yandex, Mar 18

Good, practical content. Interesting presentations and a lot of room for questions.

Bernard van Den Beld, Corporate Legal Counsel, Marel Meat Prosesing, Sep 17

Entertaining course, very good presentation.

Michał Karasiewicz, Legal Counsel, EMEA, Chr. Hansen Holding A/S, Sep 17