Formation - International Business Contract

A comparative approach to common law versus civil law concepts
• An overview of differences between codified law (e.g. French law) and common law systems.
• Commercial law differences and similarities.
• Contract practice.

Learn the language
• Drafting style.
• Drafting vocabulary.
• Interpretation of Statutes and of Case law.

Negotiate with English speaking counterparties (UK/US)
• Confidentiality/Non Disclosure.
Exercise: Drafting a Confidentiality Agreement.
• Pre-contractual liability: staying out of trouble.
• Applicable legal rules.
Exercise: Memorandum of Understanding Practical drafting

Contract formation
• Terms of the contract – express and implied.
• Use of Standard term contracts & 'Battle of the Forms'.
Exercise: standard Terms & Conditions - How do they work?
• The treatment of third parties.

Who can sign? Execution of a contract by a company.

Managing risk
• Identifying and managing the scope of contractual risks.
• Conditions, Representations and Warranties.

What about ‘good faith’?
Case analysis: Is there a place for a good faith clause in a common law contract?

A closer look at some typical contract clauses
• Use of ‘Boiler plate’ clauses & US interpretation of ‘boilerplate’.
• Choice of Law & Jurisdiction - Avoiding disputes about governing law.
• Force majeure clauses.
• Cross border contracts – Franchising.

Contract termination
• Termination of the contract and events of Default.
• Early Termination of the contract.
• Contract Disputes & Termination.
• What does “Material Breach” mean?.

Enforcement of contracts
• Specific Remedies.
• Frustration.
• Damages.

Practical Exercise
Exercise & Role Play: negotiating a cross-border services contract.