About

ABOUT COURSE

An advanced version of Contract Law for Non Lawyers, this course addresses the most recent and more complex contract law issues faced by executives. You will examine the issues in contracts – from conception to completion, including risk and dispute management, and termination in the event of a breach or disagreement. 

You will learn how judges deal with issues of interpretation of contracts, and what you must do to ensure that ambiguity is avoided in documentation. The course features recent case studies of judges’ decisions, and their impact on contract law and practice.

 NEW SKILLS YOU WILL LEARN

• Ensure clauses are used precisely to achieve their desired purposes in the drafting of contracts
• Systematically audit contracts and improve dispute resolution methods within your organisation

PLEASE NOTE:

Delegates are expected to have some knowledge of contract law. Otherwise it is advisable to attend Contract Law for Non Lawyers prior to Advanced Contract Law for Non Lawyers 

 "Fantastic instructor with a very open, engaging & humorous style" Denise Brennock, Finance & Business Manager, New Zealand Festival attended March 2013

"Excellent compared to other courses, engaging, well-informed & motivating" Kathryn McLardy, Research Contracts Advisor, The University of Canterbury attended March 2013

Outline

COURSE OUTLINE

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 
• Management of electronic communications, electronic signatures and practical steps to manage contracting in an electronic form

Drafting a watertight and concise contract

• The approach taken by judges in interpreting documentation
• Developing an appropriate structure for contracts and plain language vocabulary
• The incorporation of KPIs in contract drafting
• Case study analysis of 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
• Development of an overall design framework for contract drafting
• How to avoid exposure by using ‘standard form’ contracts

Risk management within the contract 

• How to design risk management processes for organisational contracting
• What is boilerplate and how should this be managed in contracts?
• Assessing exposure from the contract
• Identification of appropriate clauses which can be used to manage risk, e.g. exclusion clauses, limitation of liability clauses, insurance, indemnities, ‘best endeavours’ clauses, entire agreement clauses, waivers
• The impact of the Contracts (Privity) Act 1982
• The judicial rules which govern the interpretation of the above 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
• Examining insurance arrangements and indemnities

Termination of contracts 

• The legal rules which govern termination in contracts
• Designing termination provisions in contracts to ensure they avoid any adverse judicial interpretation
• Statutory rights of cancellation and the Contractual Remedies Act 1979
• 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
• Statutory remedies in a contractual context, the Contractual Remedies Act 1979, Fair Trading Act 1986, Sale of Goods Act  

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

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.

Facilitator

Terry Reid

A popular leading specialist in legal training, Terry Reid combines teaching with legal consultancy work across Asia and the Pacific. Terry has over 20 years as a barrister and solicitor and teaching experience at a tertiary level, having begun to lecture law after time in legal practice. Terry was educated at the Universities of Auckland and University of Melbourne and now mixes teaching, a law practice and legal consultancy across Asia and the Pacific.

Terry regularly provides courses for professional organisations and private sector clients, advising on topics such as contract law, strategic governance and regulatory reform in financial markets. He regularly provides advice to organisations such as the Asian Development Bank, World Bank and Governments’ on business law reform.  design of reform programs as well as drafting legislative instruments.

As well as working in Australia and New Zealand he has worked extensively in South East Asia and the Pacific. He is currently the team leader on two major business law reform projects in the Solomon Islands and Vanuatu. This advisory work includes the provision of advice to Governments on business law policy, design of reform programs as well as drafting legislative instruments. A large part of this work involves the training of government officers and private sector participants on law reform issues.

Terry regularly presents to a wide range of audiences on business law topics. He has particular interests in contract law, corporations' law and general business law including trade practices. He is a regular presenter at international conferences and has published widely in his areas of expertise.

Terry Reid is also facilitating:

• Business Law for Non Lawyers
• Contract Law for Non Lawyers

In-house Training