The Banking and Corporate Finance Training Specialist
Advanced Business &
Contract Law
This course can be presented in-house for you on a date of your choosing
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Course Overview
Participants will:
Be introduced to the liquidated damages and penalties
Get an overview of the quality of goods and services including warranties, guarantees and indemnities
Have explained to them the contract management and potential claims Gain an understanding of the retention of title, possession is 9/10ths of the law Learn about how to avoid liability including exclusion of damages
Be taught about how to minimising legal liability including limitation of damages Understand the choice of law and dispute resolution
Get to grips with the choice of law and dispute resolution
The trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent
Masons). He has been listed in the independent Chambers Global: The World’s Leading Lawyers as an expert in investment law and regulations, where he is described by peers
and clients as “a strong commercial thinker. He concentrates on UK and international investment, M&A, private equity, energy,
corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of
international organisations. In addition to being a corporate educator he sits as a non-executive director in the
private and public sector.
Delay - Liquidated Damages and Penalties
When are they used Practical remedy
Distinction from indemnities, incentive payments Approach of English law Penalties
Service credits and service level agreements Recognizing a penalty
Can a single sum be payable for any breach ParkingEye Limited v Beavis (ParkingEye) (2015) Makdessi v Cavendish Square Holdings (2015)
Quality of Goods and Services - Warranties, Guarantees & Indemnities Context Warranties
Guarantees Time is of the essence
Course Objectives
Background of the trainer
Course Content
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Third party rights Differences between Guarantees and Indemnities Variation of main agreement
Contract Management and Potential Claims
Pro – active management of commercial risks Risk mitigation
Consequence clauses Passing risk Post contract negotiations
Evidence collection Record keeping
Elements requiring pro – active management Obligations clauses If you are not able to satisfy your obligations
Contract completion
Possession is 9/10ths of the Law - Retention of Title Definition Purpose
Legal background Basic clause
All monies clause Mixed goods clause Proceeds of sale clause
Pointers to drafting
Seeking to Avoid Liability - Exclusion of Damages What is an exclusion clause? Distinction from limitation of liability clause
Identification of exclusion clauses Incorporation
Interpretation Legislation Unfair Contract Terms Act
Liability for death or personal injury Test of reasonableness
Judge’s approach to exclusion clauses Ending it All - Termination & Variation
Default clause Termination rights
Termination – choice Ways in which contracts end
Important to agree Appropriate duration Termination rights
Post termination Clauses surviving termination
Material breach
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Acceptable excuses for breach
Variation clause
Minimising Legal Liability - Limitation of Damages
Purpose of damages Types of loss
Measure of damages Damages -limits Key cases
Principles restricting damages Direct
Loss of profits Indirect
Consequential Recent cases
Sorting It All Out - Choice of Law and Dispute Resolution Dispute resolution provisions
Choice of law – selection Choice of jurisdiction – considerations Arbitration – agreement
Drafting arbitration clauses – recommended components Pathological arbitration clauses
Drafting ADR clauses Mediation Conciliation
Expert determination Recognition and enforcement of arbitration awards and judgments
This course complements and can equally be standalone to the Essentials of Business & Contract Law for Managers. It focuses on key elements in the management of a contract, negotiation, pre emptive steps, and clauses related to potential claims.
It covers sample clauses, negotiation points, drafting exercises, contract management,
including potential claims, particularly through the contract. It will look at delay, such as liquidated damages and retention of title of goods, monies due
and proceeds of sale. In addition, contractual remedies through warranties, guarantees and/or indemnities.
There are specific sessions covering contract management to prevent and anticipate potential claims, how to exclude and /or limit liability, ending contracts, looking at the
various ways to resolve disputes including the increasingly used route of a alternative dispute resolution such as mediation.
It informs participants who include, contract managers and officers, legal advisers and
consultants, commercial directors, finance directors and controllers, business
Course Summary
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
development managers, how to minimise contract risk and have a competitive edge over
their counterparts. It enables attendees to draft tighter provisions and ensure greater protection for their
stakeholders.
There will be class discussions and drafting exercises to consolidate the lecture and workshop experience. Participants will leave with the updated knowledge, enhanced confidence and an understanding of contracts essential to deal with the most important
aspects of commercial contract law.