Drafting Effective Commercial Contracts - a recorded lunchtime online conference

Duration: 2.5 Hours

Hear from the experts at this online conference. You can watch it on your computer or on your portable electronic device from anywhere.

The conference will be based on our highly successful video webinar technology: there'll be a chairperson and presentations.

One registration can be shared by colleagues within the same firm utilising the same login.

THE PROGRAM

Session 1: Warranties: A Contractual Safety Net

A warranty provides a degree of certainty to the contracting party to whom it is made, but the way in which it is drafted will have considerable bearing on the outcome of its breach. This session will provide practitioners with a deep-dive into why precise drafting of warranties is essential and how to avoid costly drafting mistakes, including:

• Is there a difference between a warranty and a representation? Can a warranty ever be a representation?
• Warranties as a risk allocation tool
• When is a warranty required? Examples for various sale agreements discussed
• The time-based nature of a warranty – at what point is it effective?
• What are the consequences of a breach of warranty?
• What does a warranty need to contain?
• Drafting for consequences for breach of warranty:

• Limiting or excluding damages
• Direct and consequential loss issues

• Implied and statutory warranties
• Examples of warranties and case studies

Session 2: Liquidated Damages: Drafting to Avoid Penalties

When a commercial relationship turns sour and a breach occurs, the injured party will seek to rely upon the liquidated damages provisions to compensate for the loss suffered. However, liquidated damages clauses are often vulnerable to attack. This session will explore how to draft bullet-proof liquidated damages clauses that will not leave your client exposed. It covers:

• Understanding the basis for liquidated damages
• Determining the methodology for valuing the liquidated damages rate in the contract
• Drafting tips for preparing liquidated damages clauses
• Walking the fine line between liquidated damages versus penalty provisions:
  • When will a clause be seen as a penalty?
  • What is the impact?
• Case update

Session 3: Tears Before Bedtime: Drafting Effective Early Termination Clauses

All contracts come to an end eventually, often by completion but also by early termination. This session will explore options for drafting effective early termination clauses in contracts, including:

• In what circumstances should an early termination clause be used in a contract?
• Considering alternatives to early termination to keep the contract on foot, such as ADR
• Anticipating the circumstances and consequences of early termination on:

• The parties
• Stakeholders
• Third parties

• Termination for convenience – notice periods and other consequences
• Termination with cause – what will allow a party to terminate?
• Is rectification possible?
• Factoring in common law termination
• Case examples for assisting drafting