Contract Law Masterclass for Non-Lawyers

Second in our contract law series and our CMP Certification, this course is designed to address the most recent issues confronting executives in a contract process. You will examine the issues arising on formation and how to ensure parties maintain control when establishing their contractual obligations.

This course will focus on how judges’ deal with issues of interpretation of contracts and how to ensure that ambiguity is avoided in documentation.

You will also learn to interpret recent decisions of judges and the impact of these decisions on contract law and its practice. The use of well used clauses requires precise drafting to ensure the clauses achieve their desired purposes.
The instructor will spend detailed time teaching participants how to interpret examples, and take their interpretative and analysis skills back to their workplace.

Managing issues on formation

• Analysing the interpretation problems with formation documents, e.g. Letters of intent, MoUs, Letters of Comfort and Heads of Agreements
• Preliminary agreements and certainty of terms in contracts
• The problem of ‘good faith’ in contracts and what this means for contracting parties
• The formation of process contracts and the associated risks
• Issues surrounding electronic transactions

Drafting a watertight yet concise contract

• The approach taken by judges in interpreting documentation
• The fundamentals of a modern approach to plain drafting
• Using appropriate grammatical structures and words to avoid
• Developing an appropriate structure for contracts and plain language vocabulary
• The incorporation of KPIs in contract drafting
• Development of an overall design framework for contract drafting
• The use of ‘standard form’ contracts and how to avoid exposure by using these contracts
• The problems surrounding the use of boilerplate clauses in contracts

Termination of contracts

• The legal rules which govern termination in contracts
• Designing termination provisions in contracts to ensure they avoid any adverse judicial interpretation
• Identification of the practical response to termination rights in a contract
• Minimisation of the risk which arises on a right of termination being exercised
• Identification of conduct which amounts to wrongful termination and its impact on contracts
• The rules relating to repudiation in contract management

Damages examined

• The legal principles which apply to contractual remedies
• Matters which affect the recovery of damages and recent cases where the courts have assessed damages
• The rules relating to liquidated damages in contracts
• The commercial and legal problems associated with liquidated damages clauses
• Drafting effective liquidated damages clauses

CASE STUDY ANALYSIS

• Analysing poor drafting and how it can be improved to achieve a stronger and clearer outcome
• Review contracts and examine good and bad examples of contracts against the commercial objectives which the contract aims to support

RISK MANAGEMENT WITHIN THE CONTRACT

• How to design risk management processes for organisational contracting
• Assessing exposure from the contract
• Identification of appropriate clauses which can be used to manage risk, e.g. exclusion clauses, limitation of liability clauses, indemnities, ‘best endeavours’ clauses, jurisdiction clauses
• The judicial rules which govern the interpretation of risk management clauses in contracts
• Drafting tips to avoid the pitfalls of risk management clauses
• The legal rules applicable to jurisdiction clauses and how to ensure jurisdiction risk is controlled
• The management of risk associated with variations in contracts

PRACTICAL EXERCISE

• Examination of insurance arrangements and indemnities

DISPUTE RESOLUTION

• The modern approach to dispute resolution
• The pitfalls and traps of dispute resolution
• Drafting a dispute resolution process for contracting
• How to ensure the collection and maintenance of appropriate documentation within the contract process
• The legal view of clauses which provide for dispute resolution

 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
• This case study 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.