Contract Drafting in English I 1.11.2022

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 1.12.2022

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

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.

Agenda

8.30 Registration and Coffee at the seminar place
9.00 Start of course

Introduction to “building blocks”of 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? Avoiding the pitfalls.
  • 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.
  • Warranties, guarantees, indemnities, representations, covenants. What is the difference between them?  How are they best drafted?   “Reps and warranties” – do we need both?
  • Measuring performance.  Best and reasonable endeavours/efforts covenants.  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.  Terminating for breach (material, substantial or serious?)
  • 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.  Material adverse change (MAC) clauses in Company Sale and Purchase agreements. “Inclusion” clauses.
  • Direct and indirect damages  – the implications of recent case law for drafting.
  • Dispute resolution.   Avoiding the pitfalls  (eg Italian torpedoes).
  • Boiler plate provisions eg drafting notices clauses, force majeure clauses, whole agreement clauses, severance clauses
16.30 Course round-up
17.00 End of course
We reserve the right to make changes to the program.
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.

Hinnat

Yksityinen sektori1250 €
Julkinen sektori1150 €
Lakimiesliiton jäsen1150 €

Hintaan lisätään alv 24 %. Osallistuminen sisältää sähköiset materiaalit sekä kahvi- ja lounastarjoilut seminaaripäivien aikana.

Yhteyshenkilöt

Anne Åkerberg

Anne Åkerberg

Koulutuspäällikkö

anne.akerberg@almamedia.fi

050 438 0979

Paikka

Radisson Blu Royal Hotel

Runeberginkatu 2

00100 Helsinki

When entering the hotel the conference center can be found on the right hand side. Located in the city center, the Radisson Blu Royal Hotel, Helsinki places guests within walking distance of prime entertainment venues, attractions, and retail shops. 

By tram:
From Rautatieasema tram station, take tram line 7 towards Länsiterminaali or line 9 towards Jätkäsaari. Travel 2 stops and exit at Kampintori stop. Walk around 100 meters to the hotel.

The hotel is just a few minutes’ walk from public transport stations.

On foot:
From Rautatieasema walk 900 meters via Salomonkatu and you will arrive at the hotel in approximately 10 minutes.

By Car:
The hotel provides indoor parking available for a fee. They also have a number of electric car charging stations. Access to the hotel parking hall is via Malminrinne and Lapinlahdenkatu. Make a right turn into a tunnel and follow the signage. The height of the hall is 2.1 meters. Use the staircase to access the hotel. You can pay for parking in the hotel reception.

Accommodation:
If you need accommodation during your stay, you can use Alma Talent’s special prices to the hotels mentioned above. When booking say that you are attending Alma Talent -seminar in that hotel.

  • Radisson Blu -hotels and SOKOS-hotels: discount -11 % from Flex-price
  • Clarion Hotels: discount -15 % from the current day BAR-room price