International Business Law: (Practical solutions for contracting in a global market)

In every commercial contract the parties have their rights and obligations. For each party there are both risks and benefits which need to be understood and balanced. To do so requires a sound knowledge of contract law, the language and precise wording of the contract and the commercial implementation of it as well as understanding how to minimise the risk of disputes whilst knowing how to resolve them if they arise. In the international contracting arena, there are the additional risks and pitfalls of contracting in other legal systems. As commerce becomes ever more global, the proportion of contracts which have an international element is increasing, making an understanding of the problems of international business law even more vital. This programme encourages you to ask yourself - “Do you have the necessary knowledge of the implementation of international business law and practice, as it applies to your contracts, to understand those contracts you are involved with and are you able to recognise and deal with the issues before they arise?”

This programme is a practical guide to international contract law for business.

By carefully guiding you through the mainy elements of international law and practice relating to contracts, this programme will ensure that you are able to minimise the risks contractually and maximise the benefits available, all within the context of the practical issues that arise from day to day in contracting.. You will learn the importance of risk analysis, the legal consequences of both your words and actions and gain an understanding of the laws and practices that regulate the formation, effectiveness, implementation and enforcement of commercial contracts. Also, attention will be made to new alternative dispute resolution methods that can be set up to reduce the potential for enforcement through litigation.

WHO SHOULD ATTEND?

• Anyone who handles international contracting or other international business, or who may do so in the future
• Commercial legal contracts and projects staff and those involved in making business decisions on international issues
• The programme will suit individuals, from all industries, who are keen to learn the best techniques and avoid costly contractual errors and omissions
• The programme will be of benefit to those new to this area of business, or to experienced professionals looking for a refresher course and new ideas

• Understand principles and practices of contract law in an international arena
• Understand and manage contractual rights & obligations; risks and rewards
• Reduce the risk of mis-understanding and the chances of contract pitfalls
• Understand and manage key contract clauses
• Improve your understanding of contract wording in the English language
• Identify where things can go wrong, and learn how to avoid problems, or mitigate their effects through well drafted contracts and good management
• Appreciate the additional issues that can arise when the contract has an international element
• Improve awareness of the impact of their own actions
• Negotiate from a position of strength drawn from superior knowledge
• Deal with performance failures and shortfalls
• Understand how to avoid disputes but be prepared to deal with them if they arise
• Appreciate the additional issues when disputes have to be managed across borders

• Why we need contracts
  • The reasons for using contracts
  • The use of written or verbal contracts
• Basic principles in contract formation and contract effectiveness
  • The common ways contracts are formed around the world
  • Examples of formalities for contract formation

    • The different problems that can arise in different jurisdications
  • Formation by conduct and the associated contractual risk
• International Tendering - special issues
• Form of Agreement
  • Incorporating other contract documents
• Authority to sign a contract - different rules in different countries and practical ways to solve the problem
• Basic contractual structures for use in an international context
  • Different business models use different types of contract
• Proper law of the contract

  • Different types of legal system
  • Law to interpret the contract
  • Legal system to handle disputes
  • Conflicts beteen legal systems

• Rights & obligations under the contract
• Transfer of title and risk - use of INCOTERMS in international trade
• Impact of national insolvency laws in an international context
• The need for Insurance and indemnities

  • Do indemnities work in Civil Law jurisdictions?
• Delays and suspensions
  • Time of the essence - what does this phrase mean?
• Delivery and acceptance
  • Fitness for purpose - what does this prhase mean?
  • Reasonable standards - is everyone "reasonable"?
• Remedies for failure to perform
  • Liquidated damages - buyers control or seller’s limitation clause?
  • Consequential losses - different meanings in different countries
  • Limits of liability - why do we have these and are they effective?
• Frustration of a contract
  • Basic principles of frustration
  • Force majeure clauses - how to avoid the frustration trap
• Rights to terminate
• Warranty and guarantee periods - latent defect s
• Notices
  • Correct service
  • Practical problems
• Entire Agreement

• Investment in foreign countries
  • Right to own property
  • “Need for foreign partners
  • Bilateral Investment Treaties

    • ICSID Arbitration - challenges from South America
• "International Law"

  • Moves to standardise contracts
  • Sanctions and embargoes
• Health, safety and environment

  • Different standards - which should apply
  • Liability for acts performed in another country which are legal in that country
  • Reputation management

• Causes of contractual dispute and business impact
• Should we litigate or arbitrate?
• Other options - mediation, adjudication, expert determination etc
• Litigation processes
  • need for evidence
  • acceptable evidence
  • different discloure rules in different countries
• Enforcement of court judgements and awards in an international context
• Arbitration - private dispute resolution
  • Jurisdiction, language and location
  • Distinction between domestic and international arbitration

    • Some common practices in international arbitration
• Court support of arbitration
  • Enforcement of arbitration awards

    • Domestically
    • Internationally - the New York convention and other treaties
• Reasons for looking at alternative methods of dispute resolution (ADR) and examples

  • The growth of mediation around the world