Business and Contract Law

Course overview

What is this seminar about?

The law and regulations governing business and contract law are increasingly complex and now affect all industries and every type of commercial agreement; from entering into a contract, to validity of purchase conditions. If you are involved in commercial contracting or dealing with external parties at any level, you need to grasp the practical legal implications of these relationships to ensure you do not expose your organisation to unnecessary risk.

Additionally you need to protect your company from litigation and anticipate legal pitfalls.

This programme combines up-to-date commercial law with practical methods of translating this law into documentation. It identifies and analyses the different types of contract and how they are affected by the various statutes, ensuring that you fully grasp the impact of current legislation and case law.

This seminar is designed to offer a comprehensive and practical introduction to business contract law for non-lawyers. After two days, attendees will have gained the necessary knowledge to enable them to recognise and deal confidently with the risks and benefits of commercial contracts.

Featuring practical drafting workshops

The programme also includes two hands-on drafting exercises when participants will have an opportunity to practice their newly acquired drafting skills together with a workshop session on boilerplate clauses.

Why you should attend?

By attending this seminar, you will:

• Gain practical experience of effective contract negotiation
• Grasp the main issues impacting the early phase of offer and acceptance
• Learn how to create a formal contract
• Understand the legal background to common contract terms
• Identify and understand the role of payment and performance obligations
• Discover how to limit risk and identify the areas of potential claims
• Examine ways to skilfully avoid disputes
• Determine how to deal with and make defences to breach of contract
• Get-to-grips with EU competition law and its impact on business contracts
• Study some typical business agreements

Who should attend?

• Contract managers and engineers
• Commercial managers
• Sales and marketing managers
• Project managers

And all those involved in the negotiation, drafting and management of commercial business contracts

Programme - Day 1

Effective contract negotiation

• Preparing for negotiation
• Developing winning strategies
• Understanding the rules negotiation and culture
• Improving your communication skills
• Mapping routes to agreement

Offer and acceptance

• Defining the number of offers that can be on the table at any time
• Understanding what is a counter offer
• Examining what constitutes acceptance

Tools, techniques and terminology when creating a formal contract

• Informal contracts
• Standard terms
• Letters of intent
• Memorandum of Understanding
• Enforceable contracts

Getting to grips with how the law changes what you thought you had agreed to

• What are implied terms and where do you use them
• Working within government restrictions
• What is good faith and making it benefit your organisation
• Misrepresentation
• International convention

Understanding and effective drafting payment obligations

• Advance/stage payments
• Retention monies
• The role of bonds
• Credit insurance
• Letters of credit

Including constructive performance obligations

• Specific performance
• Condition precedents
• Delivery
• Force majeure
• The Doctrine of Frustration

Implications of law and regulations for international agreements

• Incoterms
• Personnel
• Price and payment terms
• Disputes
• Exporting

When things go wrong – Limit contractual risk for your organisation

• Identifying the areas of potential claims
• Examining claims in contract
• Examining claims in tort
• What are the claims under other headings
• Insurance

PRACTICAL DRAFTING EXERCISE
In this session participants will draft contract terms based on the skills and knowledge developed during the day under the guidance of experts

Programme - Day 2

Making defences to breach of contract

• Misrepresentation
• Duress
• Mistake
• Negligent misstatement

Termination – Understanding how and when contracts end

• Duration
• Liquidation
• Change of control

Successfully resolving contractual disputes

• Drafting key provisions to minimise the risk of disputes
• ADR clauses
• Arbitration – institutional or ad hoc

The impact of EU competition law

• What the rules say
• Prohibited agreements
• Areas to watch – pricing; quantity restriction
• Market sharing; public procurement rules; joint buying & selling
• When the rules apply – De Minimis
• Horizontal and vertical agreements
• The role of the Block Exemptions

PRACTICAL DRAFTING EXERCISE
In this session participants will practice drafting contract terms and practical receive advise and guidance of how they can develop in this area.

Some typical agreements
This session will review the terms and conditions of some typical agreements to illustrate how to avoid the legal pitfalls and challenges faced

• Service
• Supply
• Manufacture
• Licensing

PRACTICAL WORKSHOP: Drafting and understanding boilerplate clauses

• General provisions
• Confidentiality
• Costs
• Assignment
• Notices
• Law of the contract

The expert presenter

Programme Leader

Arun Singh OBE, is an international lawyer at Grundberg Mocatta and Rakison LLP he was formerly a partner and Head of Commercial Law at KPMG Legal. Arun is cited and ranked in Chambers Guide of 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 (including Asia and the Middle East), and also handles international legal risk management matters. He advises a range of international organisations.

Expert Presenter

Susan Singleton is a solicitor with her own London firm, Singletons which specialises in intellectual property law, including trade marks and competition law, Internet law and general commercial law. Articled at Nabarro Nathanson, she joined Slaughter and May’s EC/Competition Law Department on qualifying in 1985, moving to Bristows in March 1988, where she remained until founding her own firm in 1994. Since then she has advised over 500 clients. According to the Chambers and Partners Legal Directory she is one of the UK’s leading IT lawyers. In 2002 she acted for the claimant in the first damages action for breach of the EU competition rules to come before the English courts Arkin v Borchard and others. Her clients range from major plcs and institutions to small start-up businesses. She is author of over 30 law books on topics such as Internet and e-commerce law, competition law, commercial agency law, data protection legislation and intellectual property and writes twenty legal articles a month. Her books include best-selling E-mail – Legal Issues, Data Protection Law for Employers and Websites and the Law all published by Thorogood. She is a frequent speaker in the intellectual property, competition and commercial law fields, both in the UK and abroad.

Past delegates’ comments

‘I found the course to be excellent and informative while covering a variety of subjects relevant to me’

Nigel Biggs, Head of Compliance, Nomura Asset Management UK Ltd

‘The course was informative and enjoyable and was pitched at the right level for people from a non-legal background’

Aidan Walsh, Contracts Manager, Taysec Constructions Ltd

‘Completely relevant’

Daryl D Rees, CEO, Phytopharm plc

Speakers depth of knowledge was impressive’

George Hawkes-Pippen, Nexor ltd, Government account manager

‘I liked the examples given and discussion’

Stephen Moore, Motorola, Strategic Alliances Manager

‘I liked the negotiation and forming of contracts’

Matthew Lakelin, Penn Pharmaceuticals ltd, Business Development Associate

‘Very well presented, entertaining and informative. Arun is very adept at citing relevant examples and cases and how they impact your realtime business’

David Pegg, Contracts & Logistics Manager, Rotork Controls Limited

‘Arun’s presentation style and anecdotal experiences enriched the course for me

Lisa Smith, Assistant Contracts Engineer, NUKEM Ltd*

‘A very worthwhile course and time well spent’

Stephen Gill, Commercial Director, City Information Services Ltd

‘Excellent speakers’

Lance Read, Purchasing Director, Avery Weigh-tronix

‘Interesting and extremely relevant to my role. Seminar met it’s objectives and my expectations

Neil Burrows, Managing Director, Hi-Q

‘Excellent presenters, good pace, worth the money and time’

David McKane, Contract Manager, Equity Insurance Group

‘I found the course and the programme very interesting and useful experience for my future work. I will definitely keep an eye on your courses in the future’

Frank Siebert, Group Manager Commercial Contracts, Claudius Peters Projects GmbH

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Client portfolio

Our client portfolio for this course includes the following companies:

AWE PLC	IGI Insurance Co Ltd	Petrofac Training Ltd
Abacus International	Jinlarco Ventures	Rio Tinto
Abbott Laboratories Ltd	LFB	Rolls-Royce
Agilent Technologies	Learning & Skills Council	SCA Packaging Ltd
Amerosia Interline GmbH	MOL Nyrt	Siemens Power Generation Ltd
Aon Ltd	MTN Nigeria Communications	Single Buoy Moorings
BI Pharma GmbH & Co KG	MacLellan Int Ltd	Smit Salvage BV
British Nuclear Group Ltd	May Gurney Ltd	Solvay SA
City Information Services Ltd	Modern Humanitarian Academy	Sovereign Housing Group
City Masty	Motor Sports Assocation	Spellman High Voltage Ltd
Dalkia plc	Motorola	TROX UK Ltd
Defence Aviation Repair Agency (DARA)	NUKEM Ltd	Taysec Construction Ltd
Duku Link Ventures	National Grid Transco plc	The States of Guernsey
EON UK plc	Nexor Ltd	Tony Gbegbaje & Co
Ferring International Centre SA	Nokia Siemens Networks GmbH & Co KG	UBICHEM PLC
Gro-group international ltd	Nuclear Power Plant KRSKO	Yemen Gas Company
Gusto BV	Patheon UK Ltd	buyat