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Euromoney Learning Solutions

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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

Agenda

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)

Agreement

Offer

Acceptance

Misrepresentation

Termination of offer

Special cases

Form

General rule

Statutory exception

Deeds & bonds

Formation of contract (2)

Consideration

Function of the doctrine

Adequacy

Past consideration

From the promise

Value

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

Certainty

Completeness

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

Representations

Warranties

Undertakings

Conditions

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

Waivers

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

Assignment

At law

In equity

Statutory assignments

Case study: Transferability of assets on insolvency: FDIC v Bank of Boulder

Novation

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.

Remedies

Legal and equitable remedies

Damages

Scope

Quantum

Injunctions

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

Trust the experts

Arun Singh

Arun is a corporate educator and international lawyer in private practice. As a facilitator, coach and consultant he focuses on Intercultural Management and Communication, International Leadership, Impact and Influence, Intercultural Negotiations, Cultural Due Diligence, and Country-Specific Advi...

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