Richard Butler
Solicitor, Honorary Professor, Nottingham Law School
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Day 1 | Principles: Formation, capacity, consideration, form, implied terms, Skills: Basics of English contractual drafting techniques: Style, document structure, deeds. | ||
0845-0900 | 1 | Registration | |
0900-0915 | 2 | Introduction - Explanation of course objectives, programme and style of teaching | Plenary |
0915-1000 | 3 | Formation - Tutor led session on English legal principles of contract formation | Plenary |
1000-1045 | 4 | Formation - Deliberate and inadvertent contract formation – analysing case study exchanges of communication and drafting techniques | Group work |
1045-1100 | 5 | Coffee | |
1100-1145 | 6 | Consideration and form - Tutor led session on English law of consideration and the use of deeds | Plenary |
1145-1230 | 7 | Consideration and form - Analysing case study transactions for consideration problems and drafting deeds | Group work |
1230-1330 | 8 | Lunch | |
1330-1430 | 9 | Style and document structure - Tutor led session on drafting style and the structuring of commercial agreements | Plenary |
1430-1545 | 10 | Style and document structure - Practical drafting of agreement using case study instructions | Individual work using laptop |
1545-1600 | 11 | Tea | |
1600-1700 | 12 | Implied terms - Tutor led session on terms implied into English law contracts | Plenary |
1700 | 13 | End of day 1 | |
Day 2 | Principles: Interpretation, Interpretation Act 1978, good faith, vitiating factors, frustration and force majeure, best and reasonable endeavours, Skills: Recitals and definitions, use of words of agreement, obligation, discretion, performance | ||
0845-0900 | 1 | Registration | |
0900-1000 | 2 | Interpretation - Tutor led session on English legal principles of the interpretation of commercial contracts | Plenary |
1000-1045 | 3 | Interpretation - Analysing a case study agreement to determine its meaning in English law | Group work |
1045-1100 | 4 | Coffee | |
1100-1145 | 5 | Good faith - Tutor led session on the developing English law of good faith and the meaning of best and reasonable endeavours | Plenary |
1145-1230 | 6 | Good faith, best and reasonable endeavours - Using case study instructions, drafting amendments to a draft contract presented by the other side | Group work |
1230-1330 | 7 | Lunch | |
1330-1430 | 8 | Recitals and definitions, use of words of agreement, obligation, discretion, performance - Tutor led session on drafting commercial agreements | Plenary |
1430-1545 | 9 | Style and document structure - Practical drafting of agreement using case study instructions | Individual work using laptop |
1545-1600 | 10 | Tea | |
1600-1700 | 11 | Vitiating factors, frustration and force majeure - Tutor led session on circumstances in which an agreement will be set aside or declared a nullity, termination as a result of external supervening events and drafting for such events | Plenary |
1700 | 12 | End of day 2 | |
Day 3 | Principles: Conflict of laws, choice of law, jurisdiction, termination clauses, ADR clauses, Skills: Dates and time periods, choice of law clauses, jurisdiction clauses, split/hybrid clauses, sovereign immunity and submission clauses, termination events, arbitration (including institutional), mediation, expert determination, cascade and other complex dispute resolution regimes | ||
0845-0900 | 1 | Registration | |
0900-1000 | 2 | Conflict of laws - Tutor led session on the basics of the conflict of laws, the choice of law in contract and the effect of there being no valid choice of law | Plenary |
1000-1045 | 3 | Applicable law - Analysing a case study agreement to determine its governing law | Group work |
1045-1100 | 4 | Coffee | |
1100-1200 | 5 | Jurisdiction - Tutor led session on jurisdiction within the European Union and drafting effective choice of court clauses | Plenary |
1200-1230 | 6 | Jurisdiction - Using case study instructions, identifying the jurisdiction(s) which might entertain disputes arising under the agreement | Group work |
1230-1330 | 7 | Lunch | |
1330-1430 | 8 | Dates and time periods and termination events | Plenary |
Tutor led session on drafting commercial agreements | |||
1430-1545 | 9 | Dates and time periods and termination events - Practical drafting of agreement using case study instructions - During this session delegates will individually be invited to discuss their previous drafting with the tutor | Individual work using laptop |
1545-1600 | 10 | Tea | |
1600-1700 | 11 | ADR clauses - Tutor led session on ADR clauses | Plenary |
1700 | 12 | End of day 3 | |
Day 4 | Principles: Remedies, contract and tort damages, representations, warranties, liquidated damages, penalties, Skills: Warranties, express representations, carve outs, liquidated damages clauses, severance | ||
0845-0900 | 1 | Registration | |
0900-1000 | 2 | Remedies, contract and tort damages - Tutor led session on remedies in English law | Plenary |
1000-1045 | 3 | Remedies, contract and tort damages - Analysing a case study agreement to determine the effect of subsequent events on the rights to damages and other remedies | Group work |
1045-1100 | 4 | Coffee | |
1100-1200 | 5 | Representations, warranties, liquidated damages, penalties - Tutor led session | Plenary |
1200-1230 | 6 | Representations and warranties - Using case study instructions, marking up an agreement submitted by the other party | Individual work using laptop |
1230-1330 | 7 | Lunch | |
1330-1400 | 8 | Liquidated damages and penalties - Tutor led session on drafting commercial agreements | Plenary |
1400-1545 | 9 | Drafting a Commercial Agreement – Part 1 - Practical drafting of agreement using case study instructions - During this session delegates will individually be invited to discuss their previous drafting with the tutor | Individual work using laptop |
1545-1600 | 10 | Tea | |
1600-1700 | 11 | Drafting a Commercial Agreement Continued – Part 2 - During this session delegates will individually be invited to discuss their previous drafting with the tutor | Individual work using laptop |
1700 | 12 | End of day 4 | |
Day 5 | Principles: Third parties, assignment, novation, exclusion clauses, limitation of liability. Skills: Assignments, restrictions on assignment, entire agreement clauses, exclusions, limitations of liability | ||
0845-0900 | 1 | Registration | |
0900-1000 | 2 | Third parties, assignment, novation - Tutor led session on English law position with regard to third party rights and obligations under agreements, the assignment of contractual rights and the novation of contracts | Plenary |
1000-1045 | 3 | Third parties, assignment, novation - Analysing a case study agreement to determine whether rights and obligations have passed to third parties | Group work |
1045-1100 | 4 | Coffee | |
1100-1230 | 5 | Exclusion clauses and limitation of liability - Tutor led session on drafting and effect | Plenary |
1230-1330 | 6 | Lunch | |
1330-1545 | 7 | Drafting a Commercial Agreement – Part 3 - Practical drafting of agreement using case study instructions - During this session delegates will individually be invited to discuss their previous drafting with the tutor | Individual work using laptop |
1545-1600 | 8 | Tea | |
1600-1700 | 9 | Drafting a Commercial Agreement - A tutor led session drawing together the learning points and providing feedback on drafting done by individuals | Plenary |
1700 | 10 | End of course |