Business and Contract Law

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

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Content

• A contract can be made orally or in writing
• Laws of different countries
• Groups of legal systems
• European law

• 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

• 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?

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

• 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

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

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

• Damages
• Remoteness of loss
• Measure of damages

• 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

• 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