About this Course

Have you ever wondered what a particular contract clause or term actually means? Why are certain clauses so commonly found in some commercial or business contracts? Being unsure on the meaning and interpretation of a contractual term or provision is too risky for your business and work. Poorly drafted contracts do not provide protection and may lead to contractual disputes and litigation, arbitration or mediation later on.

This 2-day course provides participants with a practical guide on the meaning and purpose as well as interpretation of contractual terms and clauses and their possible variations. Participants will be taken through clause by clause found in a commercial contract including employment contracts and tenancy agreements.

This course will not only highlight the pitfalls, but participants will also be given an analysis of sample agreements to address the common issues arising in commercial contracts together with standard form precedents and the interpretation of contract clauses. At the end of the course, you will understand the meaning of each clause found in a commercial contract. You do not need to have prior legal knowledge to attend this course.

Participants should preferably have completed "Contract Law – Understanding the Concepts of a Contract" (2-day)

Upon completion, participants may progress to attend "Contract Administration & Management" (2-day)

Course Outline:

• Know the meaning of words used in contract terms
  
• How to read a contract with ease
  
• Interpreting a given set of contract terms
  
• Which terms comprise the contract
  

          - the terms set out in the contract document

          - amendments to standard form agreements

          - post-execution amendments

          - the parol evidence rule, collateral contracts

          - ordinary, dictionary meaning of words

          - the legal terms and lawyers' jargon

          - technical terms

          - special meanings "in the industry" or given by the parties

          - interpreting express contract terms

• intention of parties + relevance of past court decisions + industry custom
  

          - special conditions override standard conditions

          - the ejusdem generis rule (of the same kind ) rule

          - unclear contract wording construed against grantor

          - implied terms

          - special rules for exemption clauses – Unfair Contract Terms Act

• Clauses / terms for most commercial contracts – boilerplate provisions
  
• Structure of business agreements
  
• Definitions and interpretation
  
• Commencement and termination
  
• Confidentiality and disclosures
  
• Force majeure clause – doctrine of frustration
  
• Assignments
  
• Third party rights – Contracts (Right of Third Party ) Act and doctrine of privity of contracts
  
• Intellectual property rights – patents, trademarks and copyrights
  
• Warranties, liabilities, indemnities and guarantees
  
• Condition precedent
  
• Exclusions of liability
  
• Service of notices
  
• Entire or whole agreement
  
• Variation clauses
  
• Waiver clause
  
• Time of the essence
  
• Dispute and conflict of laws
  
• Law and jurisdiction clauses
  
• Duration and termination
  
• Mediation and arbitration
  
• Cumulative remedies and damages
  
• Consequential damages
  
• Golden rules for drafting and interpreting commercial contracts
  
• How to tailor a standard form agreement or precedents
  
• Pre-contractual documents
  

          - memorandum of understanding

          - letter of intent

         - comfort letter

         - letter of agreement

• Checklist of matters which makes the contract terms unenforceable
  

          - anti-competitive terms (Competition Act)

         - penalty clauses and liquidated damages

         - frustration

         - mistake

         - insolvency, bankruptcy and winding up

         - breach of conditions and essential terms

         - misrepresentations

         - expiry of limitation period

Who Will Benefit?

This course is useful to various personnel in a company – sales managers, contract managers, project managers, engineers, human resource, finance personnel and anyone who deals with agreements and manages a contract. Suggested model contracts will be examined to enhance learning. You do not need to have prior legal knowledge to attend this course.

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