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11
Mar 2021

Managing Your Contract Risks for Non-Legal Professionals

Course Information

Start Date11 Mar 2021, Thursday
End Date12 Mar 2021, Friday
Time09:00 am - 05:00 pm
Venue100 Orchard Road, Concorde Hotel Singapore
Fee$1200 (Excluding GST)
Contact6720 3333 (Ms Chye Fen) training.aventis@gmail.com
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LIVE Stream

Course Schedule

19 & 20 Nov 2018 Confirmed Run 

5 & 6 Aug 2019 Confirmed Run 

11 & 12 Mar 2021

8 & 9 Jul 2021

18 & 19 Nov 2021

(Click on the dates above to register online)

 

Introduction

The importance of at least a basic understanding of contract law to the officers and managers of a commercial enterprise cannot be over-emphasized. A lack of appreciation of the principles of contract law may lead to contractual disputes and, in the worst case scenario, lawsuits and arbitrations. Each organization, therefore, should ensure that its commercial dealings are managed in accordance with the law, in a manner that clearly establishes the rights and obligations of the parties thereto and which provides for suitable remedies in the event of a breach on the part of either party.

Valuable Takeaways From This Course

This two day course is targeted at non-legal professionals. As it is recognized that principles of law are difficult for non-lawyers to understand, the course has been structured to make it easy to follow and the principles are supplemented with many case studies. Each attendee will learn a number of matters including how to identify terms which may render the contract unenforceable, or terms which may be ambiguous, or terms which may not adequately address the risk required by a particular party to the contract. Contractual clauses should be drafted in a manner that is easily understandable by both parties and the scope of the same should allow for no ambiguity because that potentially may lead to a dispute. There will also be a discussion of terms that would minimize the contractual risks of a party in certain circumstances such as limitation of liability clauses, indemnity clauses, insurance clauses and force majeure clauses.

Course Outline

Session 1: Pre-contractual Matters

  • Defining the objectives of the contract
  • Due diligence
  • Forming the team – structuring the core group and the support group
  • Authorization for negotiation and decision making
  • Not yet a contract – ‘the subject to formula’
  • Letters of intent, letters of comfort and Memoranda of Understanding

Session 2: Forming the Contract

  • When must an agreement be in writing and when can it be oral
  • The use of the internet and electronic media in the formation of a contract
  • What are the formalities to be observed in the execution of an agreement
  • Distinguishing an offer from an invitation to treat
  • What is an acceptance and how much an acceptance take place
  • The significance of consideration and the utilisation of a deed
  • What is an intention to create legal relations
  • The importance of the capacity to contract

Session 3:Vitiating Factors

  • Fraudulent, negligent and innocent misrepresentation
  • Mutual, common and unilateral mistake
  • Duress and undue influence
  • Illegality and contracts in restraint of trade (non-competition and non-solicitation clauses)
  • Remedies

Session 4: The Contents of a Contract

  • The difference between representations and terms
  • Express and implied terms
  • Incorporation of terms
  • Terms that allow for termination and terms that do not

Session 5: Structuring the Contract

  • Identification of parties
  • Date and effective date
  • The role of the recitals and the titles of the different clauses
  • Exhibits and their relationship with the precedence clause and the rest of the contract

Session 6: Contract Scope and Clauses

  • Defining the scope of the contract
  • Drafting suitable definition clauses
  • When does the contract begin and end
  • Payment terms – should they be upfront, regular or royalty payments
  • Time for payment
  • Currency clauses – fluctuation of currencies
  • Withholding tax – cross-border transactions

Session 7: Liability and Damages Clauses

  • The significance of the indemnity clause
  • Exclusion and limitation of liability clauses – their effectiveness and use
  • The Unfair Contract Terms Act
  • Penalties and liquidated damages

Session 8: Frustration and Force Majeure

  • The meaning of the term ‘frustration’ and its consequences
  • Drafting a suitable ‘force majeure’ clause and its importance in the contract

Session 9: Confidentiality

  • Non-disclosure agreements
  • Drafting suitable confidentiality clauses
  • Injunctions and damages
  • Audit rights

Session 10: Rights of parties

  • Privity
  • Third-party rights under a contract
  • Agency
  • Assignment
  • Novation

Session 11: Termination

  • For convenience, for breach and upon the occurrence of a defined event
  • After being given the opportunity to rectify the breach
  • Change of management or ownership

Session 12: Consequences of Termination and Remedies

  • Remoteness of damage
  • Mitigation
  • Financial and other consequences
  • Payment for third party replacement
  • Remedies

Session 13: Dispute Resolution

  • The differences between a governing law and a jurisdiction clause
  • Exclusive and non-exclusive jurisdiction
  • Litigation, arbitration and mediation – the differences, strengths and weaknesses of each
  • Enforcement
Who Should Attend

This is a course designed for non-lawyers and is targeted at all those in the commercial enterprise involved in any contractual dealings.

This includes but is not limited to Company Directors, Contract Managers, Sales and Marketing Managers, Purchasing Managers, Project Managers, Project Engineers, Procurement Managers and Business Development Managers.

Trainer’s Profile

Mr. Christopher Bridges has over 30 years’ experience as a litigator and practices General Litigation. His field of practice as a General Litigator is wide and varied. He is accredited on the List of Leading Counsel maintained by the High Court of Singapore which appoints on behalf of the State, senior criminal practitioners who are assisted by an assistant Counsel from a similar List of Assisting Counsel to represent a Defendant facing the Death Penalty and whose fees are paid for by the High Court.

He is also involved in the Academic Field as a Part Time Lecturer and has lectured at both the Singapore Polytechnic and Murdoch University where he conducts tutorials for Diploma Students in Business Law, covering topics on creation of contracts, employment rights and Law of International Trade which covers Carriage of Goods by Sea and Air, Maritime Insurance and Sale of Goods as well as Australian Consumer Law and Hospitality and Tourism Law.

Mr. Bridges graduated from the University of London in 1988 and was called to the Bar of England and Wales by the Honourable Society of the Inner Temple in 1989 after sitting for the Bar Finals where he won a Book Prize for Best Overseas Student in General Paper 1. He was admitted as an Advocate and Solicitor to The Supreme Court, Republic of Singapore on 6th June 1990. He is a Notary Public and a Commissioner for Oaths.

Testimonials

“The trainer is very eloquent and is able to engage the attendees well. The trainer was able to provide practical examples that will serve as a reference for me in my current job.” – A*STAR / Institute of Materials Research & Engineering

“Khaleel is able to articulate complex legal jargons and translate it in a simple & concise manner during delivery!” – Procter & Gamble