Contract Law Fundamentals For Non Lawyers

 
PNG has enjoyed over ten years of uninterrupted economic growth, with strong performance in recent years serving to reinforce its growing stature in the Asia Pacific region. This economic growth has been driven by Liquefied Natural Gas project, which has produced other business opportunities for PNG. Fundamental to economic development is certainty in business transactions which can be achieved through sound contract negotiation and drafting.

The rapid increase in economic activity in PNG over the last several years has inevitably resulted in countless contracts, understandings, dealings and agreements, including those strange PNG creatures—the MOU (memorandum of understanding) and MOA (memorandum of agreement).Good contract drafting is important to set out clearly the rights and obligations of the parties, which maintains a good relationship for solid business development.

The course reviews specific issues that typically arise when negotiating or enforcing a commercial contract. The course provides an in-depth evaluation of representations and warranties, indemnities, clauses to limit liability, clauses to manage delay or default in performance, and termination of contracts.

 
 
Learning Outcomes

Learning the secrets to good contract negotiation and drafting which will strength your business by ensuring certainty through the contract drafting process. By attending this session you will learn how to make contract law work for you rather than against you.

This course is designed to address the most recent issues confronting executives in a contract process. You will examine the issues arising on formation and how to ensure parties maintain control when establishing contractual obligations.

The course is essential to ensure secure development of your business and as part of any risk management strategy a formal understanding of complex contract law is essential in today’s global environment. It is important for a corporation to have a high level of contractual governance particularly in the era of e-commerce.

  • Gain new tools, knowledge and means to handle and develop legally astute and advantageous contracts
  • Implement strategies to ensure your contracts are plainly expressed and well risk-managed
  • Protect your interests if things go wrong in the future
  • Understand the force of your contractual obligations
  • Identify clauses that can be used to effectively manage risk
  • Appreciate what constitutes a good contract and why
  • Ensure that your organisation has a high level of ‘contractual governance’
  • Understand the contractual implications of practical e-commerce

 

 
 
Training Methodology

 
 
Who Will Benefit From The Course

Contract administrators, contract coordinators, contract advisors, contract officers, contract managers, procurement and purchasing managers, logistics and supply chain personnel, project managers, commercial officer and managers, general managers, business development managers, CEOs, marketing managers, engineers, technical and operations personnel/managers, foremen, operations managers.

 
 
Course duration: 

 
 
Instruction method: Face-to-face and Online Course

 
 

Here’s what you’ll learn

LESSON ONE

Managing issues on formation

This session will analyse the interpretation problems with formation documents, e.g. Letters of intent, MoUs, Letters of Comfort and Heads of Agreements. In particular the effect of preliminary agreements and certainty of terms in contracts, the problem of ‘good faith’ in contracts and what this means for contracting parties and the formation of process contracts and the associated risks

  • Duration:30 min
    LESSON TWO

    Customary Law and Contract Negotiation

    The effect of the legislation on the recognition of customary law as it applies to the application of the principle of fairness to the contract. This session will outline the importance of customary law when negotiating a contract
    • Duration:15 min
      LESSON THREE

      Consumer protection and sale of goods legislation

      This session will consider the importance of understanding the effect legislation such as the Independent Consumer and Competition Commission Act 2002 has on the formation, and interpretation of the contract. The Goods Act is an important statute that governs the law regarding the sale of goods in a number of respects.
      • Duration:1 hour
        LESSON FOUR

        Misrepresentation

        In this session we will consider where a misrepresentation that is relied upon by a party may affect the range of rights and obligations that exist between the parties pursuant to a contract. A misrepresentation may be innocent, negligent or fraudulent. It might be a misrepresentation that induces a party to enter into a contract but is not a term of the contract itself. A misrepresentation may also be a term of the contract, or it may be a statement that induces a party to enter into a contract.
        • Duration:90 min
          LESSON FIVE

          Terms, Conditions and Warranties

          This session will look at important terms to consider including in any contract particularly ownership of intellectual property and liability for delays. The problems surrounding the use of boilerplate clauses in contracts, and the use of ‘standard form’ contracts and how to avoid exposure by using these contracts.
          • Duration:15 min
            LESSON SIX

            E-Commerce

            The use of the new information and communication technologies (ICTs) in international trade is spreading across the globe. Electronic commerce, or e-commerce, which can be described as buying, selling, marketing, distributing and servicing of products or services via the Internet and other open networks, has been rising in parallel to the increased accessibility of the Internet. The session will consider the effect e-commerce has on contract law and the future regulatory requirements relating to digital signatures.
            • Duration:15 min
              LESSON SEVEN

              Drafting a watertight yet concise contract

              In this session we will consider the fundamentals of a modern approach to plain drafting. In particular using appropriate grammatical structures and words to avoid, developing an appropriate structure for contracts and plain language vocabulary as well as development of an overall design framework for contract drafting.
              • Duration:20 min
                LESSON EIGHT

                Case study analysis

                In this session we will analyse poor drafting and how it can be improved to achieve a stronger and clearer outcome. We will review contracts and examine good and bad examples of contracts against the commercial objectives which the contract aims to support.
                • Duration:22 min
                  LESSON NINE

                  Ending the contract by Frustration

                  This session will consider the impact of frustration on the termination of contract. The session will cover identification of conduct which amounts to wrongful termination and its impact on contracts.
                  • Duration:23 min
                    LESSON TEN

                    Termination of contracts

                    This session will consider the legal rules which govern termination in contracts. In particular the designing termination provisions in contracts to ensure they avoid any adverse judicial interpretation, the minimisation of the risk which arises on a right of termination being exercised and the rules relating to repudiation in contract management
                    • Duration:15 min
                      LESSON ELEVEN

                      Damages examined

                      This session will discuss the legal principles which apply to contractual remedies including matters which affect the recovery of damages and recent cases where the courts have assessed damages. The rules relating to liquidated damages in contracts and the legal problems associated with liquidated damages clauses. Practical exercise in drafting effective liquidated damages clauses will be undertaken.
                      • Duration:25 min
                        LESSON TWELVE

                        Dispute resolution

                        This session will look at the importance of dispute resolution clauses in a contract. In particular the pitfalls and traps of dispute resolution, drafting a dispute resolution process for contracting Practical advice on how to ensure the collection and maintenance of appropriate documentation within the contract process and the legal view of clauses which provide for dispute resolution.
                        • Duration:10 min
                          LESSON THIRTEEN

                          Enforcement under PNG law

                          The session will discuss the legal rules applicable to jurisdiction clauses and how to ensure jurisdiction risk is controlled. Further the session will consider the avenues for enforcement of an Order. Under the Reciprocal Enforcement of Judgments Act, certain judgments of certain foreign courts are recognized and are able to be enforced in Papua New Guinea by a process of registration. Even if a foreign money judgment is not from a designated court, it may still be recognized and enforced in Papua New Guinea by commencing a separate action in the National Court to sue on the judgment under the local rules of private international law.
                          • Duration:55 min

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                            Course Leader

                             

                            katherine-hawesKatherine Hawes is the founder of Aquarius Lawyers which specialises in providing legal advice and information to business seeking to establish oversea. With over 20 years’ legal and business experience, Katherine’s expertise lies in advising and representing organizations and businesses on contract law issues. She has extensive litigation and dispute resolution experience. She is experienced in assisting Australian businesses establish themselves with the Asia-Pacific environment.

                            Katherine has extensive experience in designing and implementing adult education programs within the legal environment, specialising in providing legal knowledge and skills to non lawyers.

                            In addition to having a Masters in Maritime Law, Katherine lectures on Corporations and Business Law to both undergraduates and postgraduate students at various tertiary institutions including the University of Technology. She also lectures on International Fishery Law at the University of Wollongong.