This course can also be presented face to face in-house or via live in-house webinar.
UK Law for Non-UK Lawyers Course Objectives
- Be introduced to the common UK law, including the nature and methodology
- Get an overview of the formation of contract including creating a binding and enforceable agreement, pre-contractual documents and undertakings and letters of intent/commitment/heads of agreement
- Gain an understanding of tort and tort of negligence
- Have explained to them the terms of the contract
- Learn about the warranties, (Mis) representation, guarantees and indemnitees
- Be taught about the liquidated damages, penalties differences between common and civil law, and delay
- Be appraised of interpreting a contract under English law
- Master the limitation and exclusion of damages
- Have an overview of transfer of contractual rights and obligations
- Get to grips with termination, force majeure, frustration and economic hardship of contract
UK Law for Non-UK Lawyers Course Content
Common UK Law: nature and methodology
- What is the ‘common law’?
- The role of judge-made law
- The authority of case-law
- Consensual and non-consensual liabilities
Formation of contract (1)
- Creating a binding and enforceable agreement
Formation of Contract (2)
- Intention to create legal relations
Workshop – Analysing a common law judgment
Formation of contract (3)– Pre Contract Documents
- Pre-contractual documents and undertakings
- Letters of intent/commitment/heads of agreement
- Agreements to agree
- Lock-out agreements
- Letters of comfort
- Corporate guarantee
Workshop; Consider different forms of pre contract documents and their impact and their role.
- Nature of tortious liability
- Types of tort
- Specific duty situations
- Strict liability
- Trespass to land
- Torts concerning goods
- Trespass to the person
- Tort affecting reputation
- Employment related torts
Tort of Negligence
- Duty of care
- Breach of the duty of care
Equity and trusts
- The equitable jurisdiction
- Trusts: their use and structure
- Legal and beneficial interests
- Intention to create a trust
- Identifying trust property
- Duties of trustees
The terms of the contract
- Express Terms
- Oral Statements
- Written Terms
- Parol Evidence Rule
- Implied Terms
- Unfair Contract Terms
Warranties, (Mis)representation, Guarantees and Indemnites
- Misrepresentation – Types and remedies
Workshop – Participants will divide into groups and clarify the distinctions between these contractual remedies and their differing legal effect.
Liquidated Damages, Penalties Differences Between Common and Civil Law, and Delay
- Delay clauses
- Liquidated damages
- Service credits and service level agreements
- Time of the essence
Limitation and Exclusion of Damages
- English law approach to exclusion clauses – the rules
- Judicial control of exclusion of damages
- Statutory control of exclusion clauses
Interpreting a Contract under English Law
- Construction of contractual terms
- Rules of interpretation
- Common terms and phrases
- Special and technical meanings
- Courts ‘canons of construction’
- Courts looking beyond the contract
- Implied terms
- Legislative limitations on standard terms
Transfer of contractual rights and obligations
- At law
- In equity
- Statutory assignments
- Novation – transferring the benefits and burdens
Termination, Force Majeure, Frustration and Economic Hardship of contract
- Termination by agreement
- Termination by frustration
- Termination upon breach
- Force Majeure
- Economic Hardship
Workshop: Force Majeure real case study
Split into groups and draft clauses based on a mini case study.
Background of the trainer
The UK law trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent Masons). He has been listed in the independent Chambers Global: The World’s Leading Lawyers as an expert in investment law and regulations, where he is described by peers and clients as “a strong commercial thinker.
He concentrates on UK and international investment, M&A, private equity, energy, corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of international organisations.
In addition to being a corporate educator he sits as a non-executive director in the private and public sector.
UK Law Training Course Summary:
This course is especially designed for non – UK lawyers who are advising on international commercial agreements which are governed by English law as many international transactions are subject to English law. It covers legal concepts that will be unfamiliar to assist civil law lawyers become more international and enable them to advise on a wider range of transactions. Or indeed ask more informed questions of their English law advisers.
The course sets out the key elements of English law particularly in relation to English contract law.
The approach is interactive – it will involve mini case studies, drafting workshops and a clinic for participants to raise questions about transactions they are involved in.
Participants will learn differences between common and civil law systems, analyse an English law judgment, what makes a binding contract under English law, and cover Tort (Delict) under English law.
In addition it will introduce the law of equity and trust particularly in relation to remedies, look at how damages are awarded under English law, a comparison of Penalties and Liquidated Damages. The different approach to Force Majeure, interpretation of contracts, the transfer of contractual rights, including novation, consideration and the particular place of Deeds in English law.
Who should attend?
- In-house legal counsel
- Private practice lawyers
- Contract managers
- Legal advisors and consultants
- Commercial Directors
- Legal support
- Finance directors and financial controllers
- Managing directors
- Business development managers
- Project financiers