English Law for International Lawyers

Attend this revised in-depth training course and acquire invaluable knowledge of the following key areas: The common law: nature and methodology Negotiation and formation of a contract Drafting contracts under English law Termination of a contract and remedies for breach of contact Applicable law in international financial contracts “ I think this course is an excellent starting point for any lawyers working with, but not educated in English law” Nordic Aviation Capital “ Very valuable experience, and relevant for non-lawyers too” Emirates Bank Group Course overview Many international commercial agreements are subject to English law. Often non-UK lawyers are faced with unfamiliar legal concepts and requirements. To overcome these hurdles and help lawyers become truly international, Euromoney Legal Training has created this practical and interactive training course.* Regularly updated, the course aims to provide you with the principal elements of English law and in particular the main provisions of English contract law. It is highly participative with several practical case studies and workshops. You will learn: The essential distinctions between common and civil law systems To identify the key elements of a common law judgement How a contract is formed and what it contains Remedies for breach of contract To effectively structure a joint venture under English law Applicable law and international financial contracts Documentation techniques for English law contracts Practical examples To enable you to understand how English law works in practice, you will take part in practical documentation exercises and will analyse the following specific legal issues and contracts: Pre-contractual documents: letters of intent and commitment Negotiation of a contract Contents of the contract: express and standard terms Acquisition of a UK company: main provisions of share purchase agreements Drafting force majeure clauses Construction of contract terms Who should attend: In-House Counsel/Lawyers Legal Officers, Managers and Advisors Private practice lawyers (non-UK)
The common law: nature and methodology What is the ‘common law’? The role of judge-made law The authority of case-law Consensual and non-consensual liabilities Workshop 1: Analysing a common law case Participants analyse a law report, consider the basis of the judgment and evaluate its significance for the future. Equity and trusts The equitable jurisdiction Trusts: their use and structure Legal and beneficial interests Intention to create a trust Identifying trust property Duties of trustees Formation of contract (1) Agreement Offer Acceptance Misrepresentation Termination of offer Special cases Form General rule Statutory exception Deeds & bonds Formation of contract (2) Consideration Function of the doctrine Adequacy Past consideration From the promise Value Special cases Workshop 2: Consideration case studies Participants examine recent cases relating to the doctrine of consideration. Formation of contract (3) Contractual intention Intention to create legal relations Certainty Completeness Conditional agreements Workshop 3: Formation of contract Participants consider the course of real-world negotiations and apply the common law approach to the formation of contract. Formation of contract (4) Pre-contractual documents and undertakings Letters of intent/commitment/heads of agreement Agreements to agree Lock-out agreements Letters of comfort Corporate guarantees Workshop 4: The nature of pre-contractual documents Participants study the wording and effect of precontractual documents. The contents of the contract (1) Classification of terms Express terms Common terms Representations Warranties Undertakings Conditions Workshop 5: Common contractual provisions in financial documentation Participants study the wording and structure of standard terms in banks’ loan and guarantee documentation. The contents of the contract (2) Contractual provision for remedies Liquidated damages and penalties Case studies: Murray v Leisureplay and Alfred McAlpine v Tilebox Force majeure clauses Implied terms Terms implied ‘in fact’ Terms implied in law The contents of the contract (3) Construction of contractual terms Rules of interpretation Exclusion & limitation clauses Case study: ICS v West Bromwich Building Society Workshop 6: Interpretation of contractual terms Participants consider the court’s interpretation and application of contractual terms in contracts of insurance and shipbuilding. Legislative limitations on standard terms Parties to the contract Privity of contract and its exceptions The Contracts (Rights of Third Parties) Act 1999 Variation of contractual terms Consensual and non-consensual variations Waivers Promissory estoppel Workshop 7: Variation and discharge Participants consider a case study regarding variation and discharge of contract by the terms of the payment instrument. Acquiring a UK Company Guest speaker: Professor Mark Watson-Gandy Share Purchase Agreements Tax, warranties and other liability issues Differences between public and private acquisitions Workshop 8: Practical session – company acquisition Participants take the roles of parties to a transaction where a company is facing an acquisition. Joint ventures under English law Guest speaker: Professor Mark Watson-Gandy Types of joint venture vehicle Management and control Planning and exit Workshop 9: Practical session – cross-border joint venture Participants take the roles of parties to a crossborder joint venture and consider key issues. Transfer of contractual rights and obligations Assignment At law In equity Statutory assignments Case study: Transferability of assets on insolvency: FDIC v Bank of Boulder Novation Termination of contract Termination by agreement Termination by frustration Termination upon breach Workshop 10: Frustration case study Participants consider a real-life scenario and determine whether the doctrine of frustration applies. Remedies Legal and equitable remedies Damages Scope Quantum Injunctions Specific performance Case studies: set off and its exclusion Applicable law and jurisdiction under English law Conflicts of law in international transactions Comparative practice The common law approach The EEC convention on the law applicable to contractual obligations Case study: Iran continental shelf oil company Jurisdiction under the Brussels Convention Domiciliary jurisdiction Special jurisdiction Case study: Chailease v Credit Agricole Indosuez