Reviewing and Analyzing Contracts
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Reviewing and Analyzing Contracts Course
Introduction:
Contract review is vital. Law2020's course offers a systematic and efficient approach to contract review. Participants will learn to analyze and apply a proven method for examining clauses, equipping them with skills to mitigate risks, address ambiguities, and manage disputes.
Course Objectives:
Reviewing contracts is an extremely important undertaking. The course from Law2020 will provide an understanding of how to review a contract methodically and efficiently. Delegates will analyze and apply a proven method for checking clauses, giving them the skills to mitigate risks, deal with ambiguities, and handle disputes.
Who Should Attend?
Directors and other decision-makers involved in reviewing and understanding contract terms, contracts managers, project managers, in-house legal advisers, and all those within the organization who are required to work with and implement contracts.
Course Outlines:
Interpreting a contract
- How will a court or tribunal interpret a contract?
- What are the presumptions?
- What are the key differences between jurisdictions?
- Common law and civil law
- The importance of choice of law and jurisdiction
Reviewing a contract
- Checklists
- Identifying the key terms
Reviewing and checking the meaning of a clause
- Coode: proven technique for drafting and reviewing the effectiveness of a contractual provision
- How to draft a clause that is clear, concise and comprehensive
- How to review a clause using the same method
Is it enforceable?
- Case study: is the contract enforceable?
- Are the provisions under review enforceable?
- Why might a contract or contract provisions be unenforceable?
Does the clause create an obligation?
- Does the term under review create an obligation?
- Is it permissive?
- What are the consequences of a breach?
Best and reasonable endeavors
- What do these terms mean?
- Have they been breached?
- What are the consequences of a breach?
Compliance with specification
- Case study: has the project been built to specification?
- Review of contract terms and identification of scope and meaning of terms
- Drafting to avoid inconsistencies
Standard of care and skill or an absolute warranty?
- Case study: what is the prescribed standard of care and skill?
- Is a party giving warranties and, if so, what is the extent of the warranties?
Insurance – analyzing wording to assess scope of protection
- Case study: does the contract contain professional indemnity insurance?
- What should such a clause contain?
- Analysis, structure, negotiation and drafting of professional indemnity insurance provisions
Limitation of liability and exclusion clauses
- Case study: is the clause valid?
- What is the limit or the cap?
- What types of loss are covered?
- What is meant by direct, indirect and consequential loss?
- Does the clause apply to any breach?
- How will courts in different jurisdictions deal with limitation and exclusion provisions?
- Exclusion of liability or outside the scope of the duty owed?
Indemnities
- Case study: what does the indemnity cover?
- Interpretation of indemnities
- Drafting effective indemnities
- Complying correctly with requirements set out in indemnities
Force majeure clauses
- Meaning and validity in different jurisdictions
- Acts of God, delay, impossibility
- What happens when the force majeure event is lifted?
Handling disputes
- Case study: handling disputes
- Analysis of contractual terms
- Consideration and evaluation of law and options
- Assessment of strength of position
- Consideration of possible remedies
- Termination for breach
- Claiming a repudiatory breach
Remedies provisions in the contract and liquidated damages
- Remedies: law and practice
- Assessing the validity and effect of a liquidated damages clause
- How different jurisdictions view such clauses
Contractual provisions and sub-contractors
- Potential problems regarding sub-contractors
- Identifying methods to address problems
- Negotiating and drafting issues
- Collateral warranties