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Falconbury

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.

9-10 September 2024
+ 2-3 December 2024 »
from £999

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Format: Live online, Classroom
CPD: 12 hours for your records
Certificate of completion

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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.

This training course is part of our Commercial Contracts Training Course collection which has been designed for the in-house lawyer.

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

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The Liabilities, Damages and other Contentious Issues in International Commercial Agreements course will cover:

Day 1
Day 2

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

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Arun Singh OBE
IBMDS

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.

More details

NEW higher discounts for multiple bookings - bring your colleagues to make your training budget go further:

30% off the 2nd delegate*
40% off the 3rd delegate*
50% off the 4th delegate*

Please contact us for pricing if you are interested in booking 5 or more delegates

9-10 September 2024

Live online

09:30-16:30 UK (London) (UTC+01)
10:30-17:30 Paris (UTC+02)
04:30-11:30 New York (UTC-04)
Course code 13877

GBP 999 1,199
EUR 1,439 1,719
USD 1,647 1,959

Until 05 Aug

2 days live online training
Browser-based, no download usually required
See presenters and interact with fellow attendees
Download documentation and certification of completion
Fair transfer and cancellation policy

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Not ready to book yet?

for 7 days, no obligation

2-3 December 2024

Classroom
Rembrandt Hotel
London

09:00-17:00 UK (London)
Course code 14063
Optional £200/€260/$300 per night

GBP 1,199 1,399
EUR 1,729 2,009
USD 1,977 2,289

Until 28 Oct

2 days classroom-based training
Optional accommodation - 2 nights including breakfast, checking in the day before the course
Meet presenters and fellow attendees in person
Lunch and refreshments provided
Download documentation and certification of completion
Fair transfer and cancellation policy

View basket

Not ready to book yet?

for 7 days, no obligation

* Early booking discounts may not be combined with other discounts or offers. As such, the discounts for 2nd/3rd/4th delegates are based on the full price; and apply only when booking multiple delegates on the same date.