Advanced Development and Legal Creativity for Legal Persons and Members of Legal Administration Course

Course Overview:

The course aims at providing key skills to those working within the framework of international contract allowing them to focus on implementation of strategies that minimize contract related risks.

The course also encompasses about contracting parties structures, draft as well as the substantive contracts which include indemnity clauses, force majeure clauses and liquidated damage clauses. 

It deals with matters related to international contractual business including investment activity, legal aspects of property ownership and foreign partners. Moreover, the course explains how these disputes are resolved around the world through traditional litigation processes, arbitration and more recently developed techniques such as mediation. 

This course is a great option for all people involved in international contracts or cross border investments as it explains the methods of assessing risks, guarantees compliance and as a result mitigates cross border complications.

Course Objectives:

• Anyone who handles international contracting or other international business, or who may do so in the future
• Commercial legal contracts and projects staff and those involved in making business decisions on international issues
• The program will suit individuals, from all industries, who are keen to learn the best techniques and avoid costly contractual errors and omissions
• The program will be of benefit to those new to this area of business, or to experienced professionals looking for a refresher course and new ideas
• Critical issues that arise from day to day in contracting. You will learn the importance of risk analysis, the legal consequences of both your words and actions and gain an understanding of the laws and practices that regulate the formation, effectiveness, implementation, and enforcement of commercial contracts. Also, attention will be made to new alternative dispute resolution methods that can be set up to reduce the potential for enforcement through litigation. 

Who Should Attend?

• Anyone who handles international contracting or other international business, or who may do so in the future
• Commercial legal contracts and projects staff and those involved in making business decisions on international issues
• The program will suit individuals, from all industries, who are keen to learn the best techniques and avoid costly contractual errors and omissions
• The program will be of benefit to those new to this area of business, or to experienced professionals looking for a refresher course and new ideas

Course Outlines:

Formation, structure, and types of contracts

• Why we need contracts
• The reasons for using contracts
• The use of written or verbal contracts

• Basic principles in contract formation and contract effectiveness
• The common ways contracts are formed around the world
• Examples of formalities for contract formation
• The different problems that can arise in different jurisdictions
• Formation by conduct and the associated contractual risk
• International Tendering - special issues
• Incorporating other contract documents
• Form of Agreement
• Different business models use different types of contract
• Different types of legal system
• Law to interpret the contract
• Legal system to handle disputes
• Conflicts between legal systems
• Authority to sign a contract - different rules in different countries and practical ways to solve the problem
• Basic contractual structures for use in an international context
• Proper law of the contract

Pre-contractual documents, collateral documents, and standard contract forms

• Letters of Intent and Award, Instructions to Proceed, etc
• Bonds and guarantees
• Tender/bid bond
• Advance payment,
• Performance bond
• Retention/withholding bond

• Parent Company Guarantees
• Collateral warranties
• Use in non-Gulf jurisdictions

• Use of commercial standard documents
• Common international forms in different businesses
• Advantages and problems
• Drafting Special Conditions

Main contract clauses and issues

• Rights & obligations under the contract
• Transfer of title and risk - use of INCOTERMS in international trade
• Impact of national insolvency laws in an international context
• The need for Insurance and indemnities
• Do indemnities work in Civil Law jurisdictions?

• Delays and suspensions
• Time of the essence - what does this phrase mean?
• Fitness for purpose - what does this phrase mean?
• Reasonable standards - is everyone "reasonable"?
• Liquidated damages - buyers' control or seller’s limitation clause?
• Consequential losses - different meanings in different countries
• Limits of liability - why do we have these and are they effective?
• Basic principles of frustration
• Force majeure clauses - how to avoid the frustration trap
• Delivery and acceptance
• Remedies for failure to perform
• Correct service
• Practical problems
• The frustration of a contract
• Rights to terminate
• Warranty and guarantee periods - latent defect s
• Notices
• Entire Agreement

International business law - some issues beyond contracts

• Investment in foreign countries
• Right to own property
• “Need for foreign partners
• Bilateral Investment Treaties

• ICSID Arbitration - challenges from South America
• "International Law"
• Moves to standardize contracts
• Sanctions and embargoes
• Different standards - which should apply
• Right to own property
• “Need for foreign partners
• Bilateral Investment Treaties
• Health, safety, and environment
• Moves to standardize contracts
• Sanctions and embargoes
• Different standards - which should apply
• Liability for acts performed in another country which are legal in that country
• Reputation management
• Investment in foreign countries
• Subject to Contract
• "Without Prejudice"
• and other ways to negotiate without commitment
• ICSID Arbitration - challenges from South America
• Making allowances but avoiding stereotypes
• "International Law"
• Health, safety, and environment
• Negotiation techniques in an international context
• Pre-contracts and post-contract "qualification phrases"
• Phrases and Styles
• Different cultures
• Roles in negotiations
• Authority to negotiate
• Agendas to set priorities
• Timekeeping
• Minutes and records - contractual impact
• Knowing how to recognize a "win"
• When to walk away - the BATNA and how to understand the consequences

Dispute Resolution in international business - including modern Alternative Dispute Resolution (ADR)

• Causes of contractual dispute and business impact
• Should we litigate or arbitrate?
• Other options - mediation, adjudication, expert determination, etc
• Litigation processes
• need for evidence
• acceptable evidence

• different disclosure rules in different countries
• Enforcement of court judgments and awards in an international context
• Arbitration - private dispute resolution
• Jurisdiction, language, and location
• The distinction between domestic and international arbitration
• Some common practices in international arbitration
• Enforcement of arbitration awards
• Domestically
• Internationally - the New York convention and other treaties
• The growth of mediation around the world 
• Court support of arbitration
• Reasons for looking at alternative methods of dispute resolution (ADR) and examples