Business and Contract Law

Arun Singh OBE

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 Edition 1, Report , 150 pages
ISBN (10): 1 85418653 1; (13): 978 185418653 9

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 Edition 1, Download (PDF) (about PDF downloads), 150 pages
ISBN (10): 1 85418725 2; (13): 978 185418725 3
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4 hours		 This report, and passing the online assessment that accompanies it, qualifies for 4 hours under the Solicitors Regulation Authority Continuing Professional Development scheme. See the CPD tab below for details.

Overview

The law and regulations governing business and contract law are increasingly complex. They affect all industries and every type of commercial agreement; from entering into a contract, to validity of purchase conditions. If you are involved in commercial contracting you will need to grasp the practical legal implications of these relationships to ensure that your organisation is not exposed to unnecessary risk.

This briefing will enable you to recognise and deal confidently with the risks and benefits of commercial contracts.

Report benefits

  • Explains in plain English what a contract is, how it is constructed and what you need to consider when dealing with the terms.
  • Shows how to limit your risk and how to identify ‘hot spots’ for potentially expensive claims in the future.
  • Details contractual and legal remedies open to you when problems arise, ensuring you are able to react to any problems with confidence.

Who will benefit from this Report?

  • Contracts and commercial managers
  • Business development managers
  • Project and procurement managers
  • Sales and marketing managers
  • Finance managers
  • And all those who have to deal with contracts on a regular bases both as client and supplier

Content

1 Formation of a contract – Introduction
  • A contract can be made orally or in writing
  • Laws of different countries
  • Groups of legal systems
  • European law

2 Formation of a contract (1)

  • The use of heads of agreement, memorandums of understanding and letters of intent
  • Subject to contract
  • Duty of good faith
  • Pre-contract documents – international transactions
  • Checklist for drafting pre-contract documents
  • Confidentiality agreements

3 Formation of a contract (2)

  • Offer
  • Acceptance
  • Battle of the forms
  • Ways of communicating acceptance
  • Consideration
  • Intention to create legal relations
  • Certainty of terms
  • Do contracts have to be in writing?

4 Terms of a contract

  • Express terms
  • Representations and misrepresentations
  • Parol Evidence Rule
  • Implied terms
  • Effective payment obligations
  • “Reasonable endeavours” and “best endeavours”

5 Contractual and legal remedies

  • Performance obligations
  • Defective performance
  • Defective performance – remedy
  • Delays in delivery
  • Time of the essence
  • Liquidated and ascertained damages and penalties
  • Breach of contract – legal remedies
  • Privity of Contract and Contracts (Rights of Third Parties) Act 1999
  • Termination
  • Anticipatory breach of contract
  • Duty to mitigate
  • Interest on damages
  • Late Payment of Commercial Debts (Interest Act) 1998
  • Other remedies that may be available

6 Deeds

  • A deed or simple contract?
  • Documents commonly executed as deeds
  • Executing a contract as a deed

7 Exclusion, frustration and Force Majeure clauses

  • Incorporation
  • Construction
  • The Unfair Contract Terms Act (UCTA)
  • Exemption clauses
  • Frustration
  • Force Majeure

8 Damages

  • Damages
  • Remoteness of loss
  • Measure of damages

9 Jurisdiction, governing law, dispute resolution

  • Litigation
  • Jurisdiction over contractual disputes
  • Choice of law
  • Closest connection
  • Arbitration
  • Institutional arbitration or ad hoc
  • Arbitration under the UNCITRAL Rules
  • Alternative dispute resolution
  • Conciliation
  • Mediation
  • The mini trial
  • Expert determination

10 Boilerplate clauses and miscellaneous provisions

  • Agency/Partnership
  • Assignment and sub-contracting
  • Conflicts of language
  • Costs
  • Counterparts
  • Entire agreement
  • Insolvency and bankruptcy
  • Communication notices
  • Publicity
  • Set off
  • Severance clause
  • Time of the essence
  • Waiver

11 Glossary

The author

Arun Singh OBE is an international lawyer at Grundberg Mocatta and Rakison LLP. He was formerly a partner and head of commercial law at KPMG Legal. Arun is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He concentrates on international investment, joint ventures, licensing of technology, research and development, M&A, energy, outsourcing and corporate governance in developed and emerging markets (including Asia and the Middle East), and also handles international legal risk management matters. He advises a range of international organisations and is a senior associate of Oxford University Institute of Legal Practice. He teaches international negotiations at Cambridge University, and also teaches and trains as a member of the joint Duke University London School of Economics Corporate Education Network. He was appointed an OBE in January 1999 for services to international trade and investment and is a non-executive director of the Board of the UK Trade and Invest Office and of Cultural Dynamics.

CPD

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NB: Solicitors may claim up to 75% (12 hours) of their annual CPD requirement by undertaking distance learning education.

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Certificate of completion

Upon reading this publication participants are invited to undertake a final assessment in the form of an on-line multiple choice paper. Upon passing, a certificate of completion will be made available to you, which can be included as part of your CPD requirements should you consider it relevant to your professional development needs.