Formation - International Business Contract
Feel more comfortable about negotiating and drafting contracts under Common Law.
Acquérir plus d'aisance dans le maniement de la langue anglaise en matière juridique.
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
• 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.
• 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.
• 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.
Exercise & Role Play: negotiating a cross-border services contract.