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

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+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

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+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

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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

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+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.