A two-day workshop
It’s not just lawyers who need to know about contracts.
And it’s not only lawyers who draft them.
Anyone operating in the commercial environment, whether client or supplier, buyer or seller, contractor or subcontractor, needs to know how contracts work.
How is a contract made? What are the limits on what you can and can’t do? What are the pitfalls? How can you inadvertently act against your organisation’s best interests? How can you protect those interests? What can you do if something goes wrong?
Understanding the basics of contract law and how to draft (or just read) a contract are key skills for anyone pursuing a career in the commercial environment – regardless of which side of the fence you’re on.
- How the English legal system governs contract law
- The seven key elements needed for contract formation – and how this relates to their own procurement process
- The differences between express and implied terms and conditions and warranties
- The ‘battle of the forms’ – and how to avoid it
- The key legislation which shapes contracting behaviour
- The ways in which contracts can be ended
- How to optimise added value through the duration of the contract
- The significance of key contractual terms
- What to do if there is a change in customer or supplier status
- The principles of contract drafting
- Applicable remedies in the event of disputes
Expert trainer
Dr Ray Carter runs his own international training and development consultancy, specialising in procurement. A prolific author, his books include Practical Procurement, Practical Supplier Selection and Relationship Management (with Sharon Croome), Practical Contract and Commercial Negotiations (with Kenny Campbell) and Practical Contract Management (with Steve Kirby, Alan Oxenbury and Geoff Kontzle).
Session outline
DAY ONE
1. Introduction
- Learning outcomes
- Learning styles
- Plan for the day
2. Types of contract
- Services / IT
- Goods / materials
- Construction
3. How the English legal system works
- Civil law
- Statute
- Common law and equity
4. How contracts are made – the theory
- Offer
- Acceptance
- Consideration
- Related legal principles
5. How contracts are made – the practice
- The ‘battle of the forms’
- First shot
- Last shot
- Pre-agreement statements
- Contractual disputes
6. How not to make a contract – misrepresentation
- Types of misrepresentation…
- Innocent
- Negligent
- Fraudulent
- … and their impact on the contract
- Void
- Voidable
DAY TWO
7. Terms and conditions
- Express
- Implied
- ‘Boiler plate’
- Special terms
- Interpretation by the courts
8. How contracts end
- Performance
- Breach
- Frustration
- Variations
9. Remedies for breach of contract
- Liquidated damages
- Unliquidated damages
- Injunctions
- Performance bonds
10. Effects of poorly drafted contracts
- Poor business results
- Distrust
- Disputes / litigation
- Reputational and image issues
- Expensive mistakes and oversights
11. Key principles of contract drafting
- Simplification
- Be precise clear, specific, and focused
- Use plain English and avoid jargon and acronyms
- Short words are better than long words
- Understand the whole package
- Sequence logically by chronology of events (ie, what needs to be done when)
- Assumptions
- Conditions
- Warranties
