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About the course
Attend this revised in-depth training course and acquire invaluable knowledge of the following key areas:
- The common law: nature and methodology
- Negotiation and formation of a contract
- Drafting contracts under English law
- Termination of a contract and remedies for breach of contact
- Applicable law in international financial contracts
Many international commercial agreements are subject to English law. Often non-UK lawyers are faced with unfamiliar legal concepts and requirements. To overcome these hurdles and help lawyers become truly international.
Regularly updated, the course aims to provide you with the principal elements of English law and in particular the main provisions of English contract law. It is highly participative with several practical case studies and workshops.
You will learn:
- The essential distinctions between common and civil law systems
- To identify the key elements of a common law judgement
- How a contract is formed and what it contains
- Remedies for breach of contract
- Applicable law and international financial contracts
- Documentation techniques for English law contracts
- Practical examples
- To enable you to understand how English law works in practice, you will take part in practical documentation exercises and will analyse the following specific legal issues and contracts:
- Pre-contractual documents: letters of intent and commitment
- Negotiation of a contract
- Contents of the contract: express and standard terms
- Drafting force majeure clauses
- Construction of contract terms
The common law: nature and methodology
- What is the ‘common law’?
- The role of judge-made law
- The authority of case-law
- Consensual and non-consensual liabilities
Workshop 1: Analysing a common law case Participants analyse a law report, consider the basis of the judgment and evaluate its significance for the future.
Equity and trusts
- The equitable jurisdiction
- Trusts: their use and structure
- Legal and beneficial interests
- Intention to create a trust
- Identifying trust property
- Duties of trustees
Formation of contract (1)
- Termination of offer
- Special cases
- General rule
- Statutory exception
- Deeds & bonds
Formation of contract (2)
- Function of the doctrine
- Past consideration
- From the promise
- Special cases
Workshop 2: Consideration case studies Participants examine recent cases relating to the doctrine of consideration.
Formation of contract (3)
- Contractual intention
- Intention to create legal relations
- Conditional agreements
Workshop 3: Formation of contract Participants consider the course of real-world negotiations and apply the common law approach to the formation of contract.
Formation of contract (4)
- Pre-contractual documents and undertakings
- Letters of intent/commitment/heads of agreement
- Agreements to agree
- Lock-out agreements
- Letters of comfort
- Corporate guarantees
Workshop 4: The nature of pre-contractual documents Participants study the wording and effect of precontractual documents.
The contents of the contract (1)
- Classification of terms
- Express terms
- Common terms
Workshop 5: Common contractual provisions in financial documentation Participants study the wording and structure of standard terms in banks’ loan and guarantee documentation.
The contents of the contract (2)
- Contractual provision for remedies
- Liquidated damages and penalties
- Case studies: Murray v Leisureplay and Alfred McAlpine v Tilebox
- Force majeure clauses
- Implied terms
- Terms implied ‘in fact’
- Terms implied in law
The contents of the contract (3)
- Construction of contractual terms
- Rules of interpretation
- Exclusion & limitation clauses
- Case study: ICS v West Bromwich Building Society
Workshop 6: Interpretation of contractual terms Participants consider the court’s interpretation and application of contractual terms in contracts of insurance and shipbuilding.
Legislative limitations on standard terms
Parties to the contract
Privity of contract and its exceptions The Contracts (Rights of Third Parties) Act 1999
Variation of contractual terms
- Consensual and non-consensual variations
- Promissory estoppel
Workshop 7: Variation and discharge Participants consider a case study regarding variation and discharge of contract by the terms of the payment instrument. Participants take the roles of parties to a crossborder joint venture and consider key issues.
Transfer of contractual rights and obligations
- At law
- In equity
- Statutory assignments
- Case study: Transferability of assets on insolvency: FDIC v Bank of Boulder
Termination of contract
- Termination by agreement
- Termination by frustration
- Termination upon breach
Workshop 8: Frustration case study Participants consider a real-life scenario and determine whether the doctrine of frustration applies.
- Legal and equitable remedies
- Specific performance
- Case studies: set off and its exclusion
Applicable law and jurisdiction under English law
Conflicts of law in international transactions * Comparative practice * The common law approach * The EEC convention on the law applicable to contractual obligations * Case study: Iran continental shelf oil company * Jurisdiction under the Brussels Convention * Domiciliary jurisdiction * Special jurisdiction * Case study: Chailease v Credit Agricole Indosuez
Arun Singh is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally. He is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He specialises in international investment, joint ...
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