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Falconbury

Understanding and Managing Contracts to Achieve Better Results Training Course

This course will help you understand and proactively manage your contracts by applying a logical and systematic approach to enable you to anticipate risks and resolve problems before they become critical.

26-27 September 2024
+ 4-5 December 2024 »
from £799

Need help? Enrol or reserve

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

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Course overview

This highly interactive programme will enable delegates to understand the different elements which make up a legally binding contract: implied terms, set in statute; and express terms, those terms negotiated between the contracting parties which amend or deviate from statute.

The course will enable delegates to learn how to break down the express terms into three categories: promise; procedural; and liability clauses, removing the complexity of reviewing a contract, as well as giving delegates a best practise methodology.

The course will guide you through making an action plan to bring together all stakeholders, internal and external, to enable the smooth running of a project with the contract at the centre acting as a pro-active risk management document, as well as a legal document.

You will learn how to identify possible areas of risk, understand how to mitigate against them, and get to grips with potential consequences if promises are broken.

You will learn how to apply a logical, systematic and comprehensive approach to reading, managing and implementing a contract so that you are confident in your role and contribution, and fully appreciate what is required of you, your team and the other contracting party(ies) to satisfy the legal obligations laid out in the contract.

Drawing on real-life experiences and using many workshop-style exercises, case studies and examples, the expert trainer will focus on giving you the necessary knowledge, tools and processes to be able to read and review contracts and make them work for you not against you.

This course is part of our Commercial Management training courses series which aims to help individuals gain confidence in a range of areas surrounding contract law, and broader business management knowledge.

Benefits of attending

A contracts manager has an important and, sometimes, onerous responsibility of administering an organisation’s contracts in the most efficient and effective way. This practical course provides an in-depth understanding of how everybody involved in the creation and management of that contract has an active role to play in ensuring the contract adds value in providing legal protection but also clarity of understanding of obligations and liabilities, and proactive risk management.

It is important to understand the interdependency of the contracting parties - if a supplier fails, the buyer fails. The aim of this course is to ensure all stakeholders appreciate this interdependency and how to communicate and work together for the optimum outcome for all.

Whether your contracts are local, national or global by attending this programme you will:

Understand the structure of a legal contract
Boost your knowledge to understand and manage the legal obligations and requirements set out in a contract
Be confident that you are operating under a legally binding contract
Appreciate fully what has been agreed between the contracting parties and what the legal obligations and responsibilities of each are
Recognise the allocation of liability and risk between the contracting parties
Realise what the consequences will be if either party does not comply with the contract
Grasp the importance of being proactive in establishing a project plan, monitoring work and driving progress
Get to grips with the importance of the interdependency of a contracting relationship
Value the benefits of undertaking a recap at the end of a contract’s life to capture lessons learned and gain from the learning curve of ‘what went well’
Master new skills through the use of practical exercises and case studies with feedback from the expert trainer

Practical exercises, facilitation and discussion sessions are used throughout the course to ensure delegates have a clear appreciation of the added value gained from being proactive in the planning and management of a contract. Attendees will be shown how to anticipate problems and resolve them before they become critical and potentially very costly, rather than managing the project in a reactionary manner.

Who should attend?

The course will be beneficial to all stakeholders and every member of the project and contract delivery team including:

Contracts managers
Project / bid managers and technical staff
Commercial managers
Finance managers
Business development managers
Procurement managers
Contract administrators, officers and specialists

This highly experiential programme is a must-attend event if you are:

Managing the execution of commercial contracts
Accountable and/or responsible for the successful completion of contracts
Drafting and negotiating contract documents
Unclear of the obligations that contracts place legally on you and your organisation
In need of a refresher on the risks associated with a project

This seminar has been designed for lawyers and non-lawyers and is presented without the use of legal jargon.

Enrol or reserve

The Understanding and Managing Contracts to Achieve Better Results course will cover:

Day 1
Day 2

Introduction

The purpose and structure of an express term contract

Legal protection, to enable recourse through courts / arbitration
Capture and give clarity to agreement / contractual obligations, avoiding misunderstandings, misinterpretation, and disputes due to ambiguity
Set out governance / management of the relationship between contracting parties, including Supply Chain Management (SCM) and Supply Relationship Management (SRM)
Set out consequences / assign liability if contractual obligations / promises broken / if there is a breach of contract or a party is frustrated in delivering their contractual obligations
Avoiding going to court by proactive risk management of any potential risks / challenges, thereby maintaining good relations and moving forward
Realising all potential opportunities for improvements and efficiencies

Protection: Ensuring the contract is legally binding

Exercise – Co-op v ILC (International Computers Limited now part of Fujitsu)
Creating a legally binding contract – LILAC
Legality (including Bribery Act, Competition Act, Unfair Contract Terms Act, Misrepresentation / Duress)
Intent
Legal Capacity v Power of attorney
Agreement (Offer and Acceptance, battle of the forms. Invitation to treat v offer, Letter of Intent)
Consideration, legal value (FOC offerings / project reviews and amendments to scope)

Structure of an express term contract

Understanding the relationship between Civil (Contract and TORT) and Criminal law
Understanding difference between Contract law (‘promises’ law) & TORT (‘duty of care’ law)
Components of the ‘whole’ Agreement
- Implied terms (statute)
- Express terms (negotiated terms agreed verbally, in writing or by conduct)
Understanding the starting position in statute (Implied terms) and how, and why, Express terms are used to amend or deviate from the Implied terms.
Focus of the ‘why’ being:
- Clarity - removing ‘one size fits all’ subjective, ambiguous elements of implied terms
- Proactive risk management
- Effective governance
The 3 simple areas of an express term contract
- Promise clauses – contractual obligations
- Procedural clauses – governance / control & managing relationship
- Liability / consequence clauses – proactive risk management
How to effectively use model form contracts (including framework agreements, standard terms and conditions, industry standards e.g. NEC etc) to save time but still maintain ability to manage specific risks associated with an individual procurement requirement. Use of contract specific express terms and order of precedence
Exercise – Multiple choice review of implied terms in statute, focus on Sale of Goods Act, to understand how express terms deviate from statute and why, which of contracting party benefits from such deviation from statute

Express Term Promise clauses

Deviating from Sale of Goods Act / Supply of Goods and Services Act
Capturing ALL promises within the legal contract – those of Supplier AND Buyer, dependencies on Buyer which might hinder / frustrate progress of the Supplier and be viewed as potential risk for Supplier impacting price offered
Best endeavours v reasonable endeavours
Implications of the ‘Reasonable’ rule in English contract law
Importance of using the ‘Definitions’ section in the contract
Five Rights of Procurement – quality, time, quantity, place, price
- Quality acceptance criteria:
  - Clarifying / defining meaning of implied term ’satisfactory quality’. Use of KPI’s / Service level agreements. Changing qualitative into quantitative measures. SMART measures.
  - Agreeing who is taking responsibility for ’fitness for purpose’ (Conformance specification v Performance specification). Use of terminology: ‘shall / will’ v ‘should / could’
Exercise – reviewing a real life scope of supply to identify ownership of contractual obligations and clarity

Express Term Procedural clauses

Applicable law
Privity of contract v Rights of 3rd Party Act
Right to assign
Right to subcontracting
Complete / Entire Agreement, non-reliance clause
Order of precedence of the contractual documents
Authorised representative (power of attorney). Contract amendments, waivers
Right of visibility / transparency of progress. Reporting, reviews, auditing, witnessing
Dispute resolution – litigation, arbitration, mediation
Termination for convenience

Express Term Consequence / liability clauses

“Majority of contracts are a ‘blame game’ not a partnership”

Liability in statute – Unlimited consequential damages. Compensation not penalty.
Monetary compensation / termination for breach
Force Majeure v Frustration Act 1943
Passing liability / risk
- Exclusion, Disclaimer, Indemnity clauses
Limiting liability / risk (which in part is also passing part of liability)
- Express term limit of / capping liability clauses
- Why express terms like the ‘warranty’ clause are preferable – solution not monetary compensation. Plan Bs / contingency planning
Excluding liability in TORT (duty of care)
Unfair Contract Terms Act – what liabilities you are not permitted to limit / exclude
Late Payment Act / set off clause
Exercise – Identify ownership of legal liability of contractual obligations identified in scope

Pro-active risk management methodology

Cross checking ALL contractual document for consistency / alignment – Express terms and conditions, scope of work, specification etc. Importance of Complete Agreement and Order of Precedence express term clauses.
Placing risk with party best able to manage that potential risk
Understanding why no one wants monetary compensation or litigation, neither the Supplier nor the Buyer – both are looking for solutions, remedies, moving forward to achieve the optimum outcome when Plan A is no longer possible.
Project planning and management being a combination of the ‘Waterfall process’ (upfront planning) and ‘Agile’ (responsive to changes / contingency plans / plan B’s)

Proactive risk management process

Identification
Evaluate – probability v impact / cost. Risk appetite – ‘adverse’ or ‘taker’
Contingency / mitigation planning – 4 T’s approach with focus on ‘Treat’
Exercise – Traffic light exercise for evaluating potential risks
Exercise – Settlement zone exercise. Taking the Risk Register to the next level and incorporating Plan B’s / contingency plans / optimum solution into the legally binding contract. Practical remedies to keep the project moving forward

Methodology for reviewing and proactively managing an Express Term Contract

Throughout these session delegates will be shown how to use the ‘tool kit’ methodology. This is a symbol system & ‘word search’ process which makes the review of an express term contract much easier. This information is then included in an Action Plan, to effectively manage the contract knowing which party needs to proactively manage which Promises / potential risks and ensures visibility and ownership of who is monitoring progress.
Action Plan proforma:

Promise / procedure

Party responsible for undertaking promise / following procedure

Legal consequence if broken

Mitigation, contingency plan

Internal owner for managing promise / procedure

Promise / procedural clauses

Liability clauses

Proactive Risk management

Supply chain Management (SCM)

Final questions

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Catherine Hurst
Hurst Consulting and Training Limited

Catherine Hurst BSc(Hons), CIMDip, PgDL, is an independent consultant in the contract and commercial fields. She was formerly a Commercial Manager at BAe Systems, following previous contract/commercial roles with GEC and Siemens. She has extensive practical experience of bid management, contract drafting and negotiation, contract and subcontract management as well as commercial risk management, both with UK and overseas customers and suppliers, in the private and public sectors.

She is a highly experienced trainer, having a style which brings a subject to life, creating interest and stimulating the enthusiasm of delegates. She combines academic best practice with real world experience.

She lecturers Chartered Institute of Procurement and Supply (CIPS) diploma, levels 4, 5 & 6 at Chichester college. As well as being a member of CIPS, Catherine has a degree in Management Studies, a Chartered Institute of Marketing diploma and more recently achieved a distinction in her Common Professional Examination (CPE)/Post-grad diploma in law, winning the prize for the highest achieving student in the contract law module.

Catherine has successfully provided training to organisations across a wide variety of industries, including:

Transport / utilities / energy / construction / engineering / IT / telecons: Network Rail, ScotRail, Balfour Beatty, London Underground, Westinghouse Springfields Fuels, General Dynamics, Siemens, Metronet, Thales, ABB, Hitachi, Jungheinrich, Honeywell, PALL Europe, Senior Aerospace BWT, RES (Renewable Energy Systems), AGI, Silvertown, QinetiQ, Clyde Pumps / Weir Pumps, Scottish Power, NCOC (North Caspian Operating Company), Computacentre, CISCO, BT, United Utilities

Health / pharmaceutical / education: Nuffield Health, Surrey PCT, Bristol Myers-Squibb, Newcastle University, Exeter University

Public: Forensic Science Services, Office for National Statistics, DARA (Defence Aviation Repair Agency), Metropolitan Police

Charity: Phoenix Futures, Homegroup

Retail: Co-op

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

26-27 September 2024

Live online

09:30-17:00 UK (London) (UTC+01)
10:30-18:00 Paris (UTC+02)
04:30-12:00 New York (UTC-04)
Course code 14224

GBP 799 999
EUR 1,159 1,439
USD 1,327 1,639

Until 22 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

View basket

Not ready to book yet?

for 7 days, no obligation

4-5 December 2024

Live online

09:30-17:00 UK (London) (UTC+00)
10:30-18:00 Paris (UTC+01)
04:30-12:00 New York (UTC-05)
Course code 14225

GBP 799 999
EUR 1,159 1,439
USD 1,327 1,639

Until 30 Oct

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

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.