A sound understanding of contract law is vital to help you safeguard your business interests and protect your organisation’s rights. Therefore, ignorance is not a privilege. It is a misfortune. Now it is even more important to understand how contracts can be made electronically through the email and the world wide web over the internet.
The programme is part of the Professional Skills Series, designed specifically to give Business Executives and Professionals a good understanding of Contract Law and apply it effectively in their daily work. The Trainer will explain e-contracts made in the internet and the important jurisdiction and governing law issues. By learning contract law principles, it will also help enhance on what are the critical terms and clauses to negotiate for when reaching, drafting or even extending an agreement. The golden tips of drafting will also be shared. You will also learn the difference between contracts and the business torts (i.e. wrongful actions) committed in the workplace.
Practical case studies and quizzes will be shared to enhance learning. You will be equipped with the knowledge to conduct your business effectively within the framework of rules and regulations. No prior legal knowledge is needed to attend this workshop.
What You Will Learn
At the end of this workshop, you will:
- be equipped with the knowledge to conduct your business effectively within the contract law framework
- be more confident and assertive in protecting your organisation’s interest under the contract law framework
- Learn how to communicate more effectively with your in-house lawyers or contract administrators
1. The Essential Negotiation Skills
- How to negotiate for a successful contract
- Soft or hard negotiator
- Highlights of the PIOC techniques
- Harvard Principled Negotiation Techniques
- How to handle difficult negotiations using the breakthrough strategies
2. What is the Difference between a “Contract” and “Agreement”
- Are oral contracts valid?
- How to prove the terms of verbal agreements?
- Partly oral, partly writing (types of contracts)
- Must a contract be signed and witnessed?
- Who is the reasonable man?
3. What are the Requirements to make a Valid Contract?
- Request for proposal, inviting tenders
- The difference between “invitation to treat” and “offer”
- Online advertisement and brochures / flyers
- Shop sales situations, auctions, quotes
- 2 ways of entering into a Contract
- Bargaining and counter-offers
- Can you withdraw your offer?
- Learn how to “accept” offer by sms, fax or telex
- What about “acceptance” by snail mail post?
- Postal acceptance rule
- Revocation rule?
- intention to create legal relations
- presumptions in commercial and domestic / social contracts
- rebutting the presumptions – gentleman agreement
- The parties must give consideration in every simple contract
- What is the difference between “simple contract” and “contracts under seal by deed”?
- Doctrine of privity of contract
- What are the rights of third parties under the Contracts (Rights of Third Parties) Act?
- Who has the capacity to make a contract?
- Under what situations are minors, mentally disordered and drunkards able to make valid contracts?
- Minor Contract Act
- Quizzes and case studies to do
4. E-Commerce Contracts
- Making contracts via emails and the world wide web on the internet
- When is e-offer considered ‘accepted’ in e-commerce transactions?
- Electronic Transactions Act & its implications
- Validity of e-contracts – e-offer & e-acceptance (e-records)
- What happens when e-message sent to “designated” or “non-designated” email address?
5. Formalities of a Contract
- What is the difference between express terms and implied terms?
- How does implied terms arise?
- Implied by custom, the Courts and statutes?
- Parol evidence rule in written contracts
- Entire Agreement clause in contract reinforce the parol evidence rule
- What are conditions? Fundamental terms
- What are warranties? Minor terms
- Which one has stronger remedy? Highlighting the importance to negotiate
- How to spot complex/innominate terms? – “wait and see” approach
- The Suisse Atlantique case
- The effect of breach of conditions & warranties & complex terms
- Case-studies and quiz
6. Are Exemption Clauses effective?
- Control of exclusion clauses by case law & statutory laws
- Contra proferentum rule
- What about misrepresentation on exemption clauses?
- Incorporation of exemption clauses into contract – when & how?
- Question of reasonable notice in unsigned contracts
- Is exemption clause valid if found in a “receipt”?
- Unfair Contract Terms Act
- Exemption on liability for negligence resulting in personal injuries?
- Can exclusion clause protect you from negligence & damages?
- Case-scenarios and quiz
7. What are the Factors affecting Contract?
- What happens if there is a misrepresentation?
- Is there an inducement?
- Can there be misrepresentation of an “opinion” or “sales talk”?
- What are the 3 types of misrepresentation?
- How to identify a fraudulent, negligent & innocent misrepresentation?
- What are the effects of misrepresentation?
- What are the remedies available? rescission & damages
- How does operative mistakes void the contract?
- How to identify the 3 types of mistakes?
- Mutual mistake, Common mistake, Unilateral mistake
- How does duress & undue influence works to avoid the contract?
- What is the effect of a voidable contract? economic duress, loss of profits
- The types of illegal contracts & its consequences
- What is the difference between “void” contracts and “voidable” contracts?
- Contracts in restraint of trade
- Non-competition clauses preventing working elsewhere
- Quiz and case-studies
8. How to Discharge Contracts?
- How many ways to terminate a contract?
- Wrongful termination?
- Discharge by performance – rule in Cutter v Powell and its exceptions
- Divisible contracts, acceptance of partial performance, doctrine of substantial performance and prevention of performance
- Discharge by agreement (novation)
- How are contracts discharge by frustration and drafting the force majeure clause into contracts for protection
- Consequences of frustration – automatic discharge
- Frustrated Contract Act
- Frustrating events = exclusion liability clause (defence to breach of contract)
- Discharge by breach
- What is an anticipatory breach?
- Actual breach
- Case-studies and Quiz
9. What are the Remedies for Breach of Contract
- Various remedies - refuse further performance
- Quantum meruit
- Common law remedy – aim of damages
- What are damages: monetary compensation & awards
- How much damages can be claimed?
- What type of damages are foreseeable and not too remote to be recoverable?
- Direct loss, indirect loss and consequential loss
- What is the principle of mitigation of damages?
- Speculative damages
- The meaning and effectiveness of liquidated damages, pre-estimate genuine damages and doctrine of penalty clauses
- When can equitable remedies of specific performance and injunctions be awarded?
- Case-studies and Quiz
10. What are the Golden Rules, Tips & Pitfalls in Drafting of Contracts
11. How to Resolve Your Contractual Disputes
- Negotiations & consultations
- Med-arb clause
- Litigation & the Legal System
- What is the difference between contract law & tort law (wrongful acts)? Business negligence?
- What are the various types of business torts?
Catherine Tay has 35 years of experience in lecturing business law at the NUS Business School, where she was formerly an Associate Professor. She is author of more than 20 books, including titles on Contract Law, E-Commerce Law and Arbitration. She has also contributed and published legal articles in established international journals.
Catherine studied law at Queen Mary College, University of London and graduated with a Master of Laws. She did her pupillage under the Honourable Lady Mary Hogg in London. Catherine is an Advocate & Solicitor of The Supreme Court of Singapore and also a Barrister-at-Law (of Lincoln's Inn), United Kingdom. She is a highly sought-after Trainer, and regularly conducts in-house seminars for hospitals, banks, statutory boards, hotels, commercial firms and companies, clubs and associations.
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