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Liabilities, Damages and other Contentious Issues in International Commercial Agreements Training Course
Understanding the detailed law of damages and liabilities for the purposes of negotiating and drafting international contracts governed by English law.
Details
Course overview
Reduce your exposure to risk and liability in your contracts in two essential days
Now is not the time for weaknesses in your commercial contracts when risk and liability have to be kept to a minimum. During the negotiation of international commercial agreements, the exact exposure in relation to damages is often not properly identified, anticipated or understood. Frequently, the parties are:
- Unaware of the true nature of the law of damages in the chosen governing law of the contract
- Unaware of the fundamental differences of approach in the common law and civil law systems
- Unaware that their attempts at limiting or excluding their liability may be ineffective
This specialist two-day seminar has been specifically developed to focus exclusively on this subject. The seminar offers a wide-ranging and detailed understanding of the law of damages under English law with comparisons to civil law jurisdictions. Presented by an international specialist in the field, the seminar shall enable participants to effectively draft and negotiate contracts with knowledge and confidence.
Who should attend?
- Lawyers working in business, government and private practice
- All those working in a legal context but not necessarily having law as their underlying professional qualification, including contracts managers, commercial managers and directors
Programme
Introduction
- Key differences in civil and common law
- Identifying potential legal risks
- Fundamental distinctions
- Emerging trends
- Drafting approaches
- Introduction to comparative exercises
Pre-contract agreements – background and drafting
- NDAs, MoUs, letters of intent
- Pre-contractual liability
- Good faith
- Confidentiality agreements – binding?
- Templates of pre-contract documents
- Redrafting template documents
Warranties, representations, guarantees and indemnities
- Differences
- Which to use and when
- Remedies for breach
- Relationship with entire agreement
- Indemnities – examples
- The court approach and contra proferentem
- Types of guarantees – performance and on demand
Exclusions and limitations of liability
- Liability for personal injury or death
- Liability for late delivery, performance or similar
- How to limit the maximum aggregate damages
- Fundamental breach vs breach of fundamental obligation
- Specific examples of limitation of liability clauses from different jurisdictions
- Exclusions, limitations and
- maximum liability
Force majeure, frustration and economic hardship
- The concepts of force majeure and economic hardship
- Doctrine of frustration
- Changing circumstances and unforeseen events
- Hardship clauses
- Defining the events
- Typical claims
- The termination period
- Re-execution/renegotiating
- The legal effect
Comparative workshop session
Practical workshop where, using a case study as a basis, clauses will be examined that are interpreted differently in different jurisdictions, including:
- Force majeure
- Exclusion clauses
- Approaches to interpretation
- Limitation of liability
- Liquidated damages and penalties
- Drafting techniques
Direct, indirect damages and consequential loss
- Types of damages
- Damages for breach of contract
- Back-to-back contracts
- Physical damages
- Costs and expenses
- Waste
- Loss of profit
- Consequential losses and expenses
- Loss of opportunity, expectation and amenity
- Examples of clauses from common and civil law
- Direct, indirect damages and consequential loss
Q&A Interactive Session: Identifying types of damages
Liquidated damages and penalties defined – comparative analysis
- Recoverability of liquidated damages and penalties
- Rules of interpretation and evidence requirement
- Types of contract to which the rules do or do not apply
- Types of clause to which the rules do or do not apply
- Templates with comparative clauses
- New Supreme Court rule on liquidated and ascertained damages and penalties –
- Cavendish v Makdessi
Choice of law, jurisdiction and arbitration Part 1 – choice of law and jurisdiction
- Legal basis
- Applicable law in the absence of choice
- Limits of choice of law
- Natural place of jurisdiction
- Choice of forum clauses
- Limits of choice of forum clauses
- Brussels and Rome Regulations – post Brexit
- Direct applicability and the chosen law rule
Choice of law, jurisdiction and arbitration Part 2 – arbitration and dispute resolution
- Choice of arbitration, drafting of an arbitration clause, avoiding pathological clauses
- Alternative dispute resolution – conciliation, mediation and ADR
- Enforcement: The New York Convention and beyond
Presenter
Arun Singh OBE (More...)
Arun Singh (Prof) OBE, FRSA is an international lawyer and consultant to an international law firm. He was formerly a partner and head of commercial law at KPMG Legal and partner at Masons (now Pinsent Masons).
Arun has advised on disputes and collaborations in a wide range of jurisdictions including Europe, countries in West and East Africa, India, Bangladesh, China, Hong Kong, Saudi Arabia, UAE, Qatar, Pakistan, Libya, Jordan, Syria, the US, Caribbean, Russia, Israel, Lebanon, Egypt, Thailand and Singapore. Arun is cited and ranked in the Chambers Guide to 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; he also handles international legal risk management matters. Arun advises a range of international organisations and is a visiting professor in International Business, Leadership and Negotiations at Salford University Business School, senior associate at Oxford University’s Institute of Legal Practice and teaches international leadership and negotiations at the University of Cambridge. He has facilitated programmes in Europe, Asia, the Middle East and the US.
He is a recognised corporate educator and a non-executive director of two international investment companies – one of which is listed on the London Stock Exchange, chairing the Audit Committee and Investment Committee.
He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management. Arun is an editor and contributor to a number of publications including Business and Contract Law (a Thorogood Special Report) and How to Lead Smart People – Leadership for Professionals (Profile Books), a facilitator for company programmes and an experienced speaker at international corporate conferences.
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6-7 Dec 2021 Live webinar |
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6-7 Dec 2021 Live webinar |
GBP 1,099 899 EUR 1,579 1,299 USD 1,786 1,474 Until 1 Nov* |
Enrol now
to attend Live webinar Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase. |
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21-22 Mar 2022 Live webinar |
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21-22 Mar 2022 Live webinar |
GBP 1,099 899 EUR 1,579 1,299 USD 1,786 1,474 Until 14 Feb 22* |
Enrol now
to attend Live webinar Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase. |
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15-16 Jun 2022 Face-to-face, (venue not yet confirmed) |
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15-16 Jun 2022 Face-to-face (venue not yet confirmed) |
GBP 1,299 1,099 EUR 1,819 1,539 USD 2,026 1,714 Until 11 May 22* |
Enrol now
to attend Face-to-face (venue not yet confirmed) Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase. |
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12-13 Sep 2022 Live webinar |
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12-13 Sep 2022 Live webinar |
GBP 1,099 899 EUR 1,579 1,299 USD 1,786 1,474 Until 8 Aug 22* |
Enrol now
to attend Live webinar Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase. |
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14-15 Dec 2022 Face-to-face, (venue not yet confirmed) |
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14-15 Dec 2022 Face-to-face (venue not yet confirmed) |
GBP 1,299 1,099 EUR 1,819 1,539 USD 2,026 1,714 Until 9 Nov 22* |
Enrol now
to attend Face-to-face (venue not yet confirmed) Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase. |
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* Note the early booking discount cannot be combined with any other offers or promotional code