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About the course

This highly interactive Euromoney Legal Training course will consist of a series of lectures, workshops and discussions which will ensure that every delegate leaves with the confidence and familiarity required to tackle the most important aspects of contract law.

'Advanced Contract Law' is a 2 day, practical training course that aims to:

  • Strengthen your knowledge of complex contractual terms including indemnities, warranties
  • and exclusion clauses
  • Refresh your knowledge of the law surrounding breach, termination and liquidated damages, enabling you to draft tighter provisions and ensure greater protection for your stakeholders
  • Review the latest developments in e-contract law
  • Review useful boilerplate clauses and create new precedents

Summary of course content

  • Warranties, representations and entire agreement clauses
  • Liability risk protection including indemnities, exclusion and limitation of liability clauses
  • Remedial clauses and damages
  • Force majeure
  • E-contracts
  • Termination

Methodology

You will participate in class discussions and drafting exercises to reinforce your lecture and workshop experience. You will leave with the updated knowledge, confidence and familiarity with contracts required to tackle the most important aspects of commercial contract law.

Agenda

Day 1

Introduction

  • Freedom of contract
  • Purpose of formalising contracts

Representative clauses

  • Representations
  • Warranties
  • Entire agreement clauses

Practical exercise: Delegates will break into teams to draft warranties and representation statements based on hypothetical deal sheets. Each team will then verify the other’s proposed warranties.

Liability risk protection

  • Limitation of liability clauses
  • Exclusion clauses
  • Indemnities
  • Guarantees and Letters of Comfort

Practical exercise: Taking a number of factual scenarios, teams will be asked to negotiate terms to limit or exclude certain liabilities, then draft them into formal clauses.

Day 2

Boilerplate

  • Assignment
  • Payment
  • Retention of title
  • Set-off
  • Severability
  • Taxation liabilities
  • Third party rights

E-contracts

  • Use
  • Elements of the e-contract
  • Shrink-wrap contracts
  • Click-wrap contracts
  • Browse-wrap contracts
  • E-signatures

Exit and remedial clauses

  • Delay and default
  • Force majeure
  • Non-waiver clauses
  • Termination
  • Liquidated damages
  • Service credits

Practical exercise: Delegates will review termination clause in light of purported termination and propose redrafts.

Overview of contract interpretation rules

  • Contra proferentum
  • Parol evidence rule
  • Prior negotiations rule
  • Implied terms

Who should attend

  • Heads of legal
  • In-house counsel
  • Contracts directors and managers
  • Commercial directors and managers
  • Senior business development executives
  • Private practice lawyers
  • Professional advisors

Trust the experts

Daphne Perry

Daphne Perry practised for 12 years as a barrister specialising in general commercial litigation until 1997, when Chambers & Partners ranked her in the top 11 juniors for commercial work in London. She then supported litigators at Denton Wilde Sapte for another 12 years with training, current...

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