Contract Law Fundamentals for Non-Lawyers

First in our contract law series and our CMP certification, this course is designed to address the foundations of contract law in the workplace. Commercial arrangements sealed with signatures or handshakes are part of daily life for most professionals, across all industries and sectors.

They remain good business practice because they’re built on enforceable principles of contract law. Yet with vaguely expressed contracts, unclear offers or acceptance, or even with questions of consideration or undue influence, contractual disputes are still common place.

This course is an intensely practical two-day course that will guide you through the essentials of contract law, exploring such details as when you need a contract, what types of contract exist and the effect of statutory law on your contractual arrangements.

It covers the crucial ingredients required for a good contract, provides tips for understanding contractual material, and looks at the traps and pitfalls of contract drafting.

Contract law also scrutinises what happens when things go wrong, including offering options for assessing damages and remedies for breach, and looks at the contractual implications of working in an e-commerce environment. The instructor will spend detailed time teaching participants how to interpret examples, and take their interpretative and analysis skills back to their workplace.

For more information please contact us on 02 9080 4028 or email us at [email protected]

The essential ingredients

• Offer and acceptance
• Consideration
• Intention – identify issues with Memoranda of Understanding, letters of intent and letters of comfort
• Certainty of terms – express and implied, agreements to agree
• Contingent conditions
• Consider the impact of ‘good faith’ requirements in contracting practice
• Exercise: A practical problem which highlights how the formation process can lead to problems within an organisation.

Capacity issues

• Rules relating to commercial entities
• Agency issues
• Statutory provisions
• Practical steps to overcome capacity issues

Creating legal contracts

• Do contracts always have to be in writing?
• Consequences of non-compliance
• Part performance
• Variations and the rules
• How do you sign a contract?

What kinds of contracts are there?

• The real costs of “sloppy” contracts: learning from the mistakes of others
• Deeds vs. Agreements – what’s the difference?
• What are implied contracts?
• Standard form contracts and other express forms of contract
• Tenders and the legal issues which impact on the tender process
• Exercise: A case study considering problems in a tender situation. This will involve designing a process which avoids the legal and commercial pitfalls in tendering.

Constructing good contracts

• Understanding the form and content of a contract
• What makes a good contract: details and consistency
• The advantages of “Plain English”
• Risk management in contract drafting: exemption clauses and limitations of liability
• Legal issues surrounding indemnities & warranties
• Consider the problems with intellectual property clauses and how to overcome them
• Minimising misunderstanding: traps and pitfalls with drafting clauses
• Tips for effectively reading contracts
• Exercise: Examples of plain English drafting together with a case study which involves an approach to practical drafting.

Estoppel – knowing when & how to use it

• What are the principles?
• Inducement and detrimental reliance
• Exploring when and how to use estoppel
• Estoppel in practice – discussion of case law
• Practical tips to manage estoppel in contracting practice
• Exercise: Case study problem examining estoppel issues in a commercial setting

Statutory impact on contract law

• Trade Practices Act 1974
• Sale of Goods Act 1908
• Corporations Act 2001
• Workplace Relations Act 1996

Setting aside contracts

• Mistake
• Misrepresentation
• Misleading and deceptive conduct
• Fraud
• Duress and undue influence
• Unconscionability – statutory unconscionability
• Exercise: This features a case study examining a contractual negotiation which leads to a contract but which contains clauses based on misrepresentation and mistake. How the law will treat these statements and the impact for the contracting parties is discase study examining a contractual negotiation which leads to a contract but which contains clauses based on misrepresentation and mistake. How the law will treat these statements and the impact for the contracting parties.

Termination

• Types of termination
• Breach
• Repudiation
• Delay
• Consequences of affirmation and termination

Remedies for breach

• Injunctions
• Specific performance
• Cancellation
• Damages
• Actions for debt and relief against forfeiture
• Restitution
• Alternative dispute resolution

Assessing damages

• How and when damages are assessed
• What if the contract provides for the way damages are assessed?
• Liquidated damages and penalty clauses
• Reliance and expectation losses: damages resulting from “loss of a chance”
• Damages for disappointment, distress and psychological injury arising from breach of contract
• Matters affecting the recovery of damages: mitigation and contributory negligence
• Exercise:This is a case study on damages together with drafting a liquidated damages clause which will avoid the legal pitfalls and encourage use and compliance by contracting parties

Contractual issues in an e-commerce environment

• The contractual implications of e-commerce
• On-line trading, encryption and electronic signatures
• Jurisdiction issues
• The impact of e-commerce on contractual practice

Case study analysis throughout the course

• The course will underpin the legal rules which apply to contracts by using case examples and a detailed case study to suit the participant’s specific needs on the day.
• All case studies and examples will provide an excellent opportunity for participants to apply the legal principles which will assist in the development of organisational systems to promote better use of contracts.

Terry Reid

Terry has over 27 years’ experience as a barrister and solicitor and in the delivery of courses on a variety of legal and commercial topics, covering a wide range of audiences.

After his studies Terry spend a period in the banking and finance sector advising banks on a range of financing transactions he entered legal practice working in the corporate/commercial areas. During this time in legal practice he was engaged in teaching at universities and he now mixes teaching with legal consultancy.

Terry’s legal practice has focused on business law, contracts and corporations’ law, and has been involved in providing advice on a wide range of business transactions. His clients have ranged from small businesses owned by individuals to large publicly listed companies.

Terry regularly advises the Asian Development Bank, World Bank and Governments’ on business law reform. As well as working in Australia and New Zealand he has worked extensively in South East Asia and the Pacific. This advisory work includes the provision of advice to governments on business law policy, design of reform programs as well as drafting legislative instruments.

Combining an exceptional legal mind with business experience, Terry’s courses are delivered with a very high degree of interaction with participants gaining an insightful view of how the law can be beneficial in their business.

Terry regularly provides courses for professional organisations, public and private sector clients, advising on topics such as contract law, legal compliance in the business sector and regulatory reform in financial markets.