Contract Drafting in English I-II Julkiset ICT hankinnat - Juristiliiton KoulutusAlma Talent Koulutus

Contract Drafting in English I 9.11.2023

Aims of the Part I

useful tips on contract drafting techniques and common pitfalls
useful materials that can be used as a basis for drafting contracts
guidance on differences between the common law and Finnish systems of contract law and the implications for negotiating and contract drafting.

Method

The course will be ”hands on”. Delegates will be invited to undertake practical exercises eg analysing and improving poor drafting, suggesting changes to clauses presented by ”the other side”.

Course materials

The course materials include comprehensive notes, a bank of sample contract clauses, useful websites and addresses and a guide to English contract law terminology.

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Contract Drafting in English II 10.11.2023

Aims of the Part II
Part 2 will look at specific contracts many of which have been requested by Part 1 participants.

Method
The course will be ”hands on”. Delegates will be invited to undertake practical exercises eg drafting individual clauses, improving poor drafting, suggesting changes to clauses presented by ”the other side”.

Course materials
The course materials include contracts with accompanying notes, a bank of sample contract clauses , useful websites and addresses and a guide to English contract law terminology.

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Lecturer

Fletcher David

David Fletcher

The course will be given by David Fletcher, an English solicitor, who is a frequent lecturer in Scandinavia. He has given contract-drafting courses, both general and in-house, in a number of countries including Finland, Sweden, Denmark and Germany. He has also lectured at Helsinki and Tallinn Universities.

Participant Profile

Lawyers in private practice or in-house counsel who deal regularly with agreements in English
Lawyers from firms or companies who are planning to move into international work
Procurement managers/officers who deal regularly with international procurement agreements
Government lawyers who work on cross border agreements
Senior company executives who wish to enhance their understanding of and ability to write legal documentation in English
Secretaries attached to in-house departments or government offices
Secretaries to senior company executives who handle a range of communications, including contracts written in English

Agenda

Tulosta

Day I 9th of November
Day II 10th of November

Day I 9th of November

8.30	Registration and Coffee at the seminar place
9.00	Start of course Introduction to drafting. How to draft a clause in modern English, expressing obligations, contingent obligations, exceptions, and using (or avoiding) special terminology used in contracts . How to structure a contract. Specific issues and clauses to be included Parties. Ensuring that the parties are clearly defined, especially in relation to a group of companies. What happens if the contract is assigned or transferred? Heads of agreement, letters of intent. To what extent are LOI’s and HOA’s legally binding? No contract, no problem? Amendment clauses. Side letters. Electronic signatures. Legal position in USA, EU and UK. Suggested clauses. Consideration. What is it? Payment clauses. Earn-outs in Company Sale and Purchase agreements. Completion accounts vs. locked box provisions. Price adjustment clauses vs. “anti-leakage” provisions. Retention of title clauses. Different types. Representations, warranties, guarantees, indemnities, covenants. What is the difference between them? How are they best drafted? “Reps and warranties” – do we need both? Sandbagging clauses. Measuring performance. Best and reasonable endeavours/efforts. Sales target clauses. Restrictive covenants. Drafting non-compete clauses, non-solicitation clauses and other restrictive covenants. Pre-completion covenants / covenants of conduct in M&A.
12.30	Lunch
13.30	Default and remedies. Termination clauses. What is a ”material breach”? Liquidated damages clauses v penalties. LD clauses in common law systems – how they differ from penalties in civil law countries. Limitation of liability, exclusions of liability and “caps”. Minimising the risks. MAC and MAE clauses in Company Sale and Purchase agreements. “Inclusion” clauses. Direct and indirect damages – the implications of recent case law for drafting. Dispute resolution. Jurisdiction, choice of law and arbitration after Brexit. Boiler plate provisions eg drafting notices clauses, force majeure clauses, whole agreement clauses, severance clauses
14.40	Aftrenoon coffee and break
15.00	The subject continues
16.30	Course round-up
17.00	End of course
	We reserve the right to make changes to the program.

Day II 10th of November

8.30	Registration and Coffee at the seminar place
9.00	Introduction and recap on: contract drafting terminology differences between Finnish and English contract law and the implications for contract drafting.
9.30	LOI’s , MOU’s and NDA’s
10.30	Coffee
10.45	Joint ventures, shareholder and co-operation agreements
12.30	Lunch
13.15	Sales contracts and terms, supply contracts and distributorship agreements
14.30	Coffee
14.45	Sales contracts and terms, supply contracts and distributorship agreements (continued)
15.00	IPR Licences
16.00	Construction contracts or financial contracts (depending on delegates’ preferences)
17.00	End of course Note: the above timetable is flexible and can be adapted to delegates’ particular interests.
	We reserve the right to make changes to the program.