Course Outline:

Roles and responsibilities of a contract manager

• Commencing the contractual process

- Relationship building
- Setting targets, timelines and periodic review

• Defining expectations

Understanding Contractual Materials and Terms

• Standard form contracts
• Conditions and Warranties
• Complex Terms

- The Suisse Atlantique case

• Identifying fundamental terms and minor terms
• Express & Implied Terms
• Parol Evidence Rule
• Unconscionable bargains and unreasonable terms of contract
• The incorporation of terms

- Implication by custom
- Implication by fact
- Implication by law

• Interpretation of Terms

- From literal to contextual interpretation
- Inadmissible evidence

• Exclusion Clauses

- Contra proferentum rule
- Exceptions of negligence liability under the Unfair Contract Terms Act
- The enforcement mechanism under Statutory restrictions

Construction of the Contract

• Express provision
• Hardship clauses or intervener clauses
• Force majeure

Vitiating Factors in a Contract

• Mistake

- Non est factum
- Fundamental mistake about contractual document

• Misrepresentation

- Identifying representations from terms of contract
- Identifying actionable statements and omissions
   - Silence (non-disclosure) to constitute misrepresentation
- The three types of fraudulent, negligent and innocent misrepresentation
- Consequences of misrepresentation
- Remedies available
- What is rescission?
- Damages under Misrepresentation Act
- Restitution, indemnity and damages at Common Law

• Duress to person and property

- Illegitimate pressure
- Voidable contracts

• Undue Influence

- Voidable contracts

• Illegality

- Presumption
- Void contracts at common law
- Contract in restraint of trades
- Illegal contracts

Managing Contract Performance

• Variations to the existing contract – Negotiating variations and potential legal pitfalls
• Extensions and renewals – effective use of extension and renewal clauses – best practices with regard to notices
• Completion of works and original expectations – reviewing contract specifications and matching with performance
• Withdrawing from the contract – understanding the legalities of wrongful withdrawal
• Termination and post-termination actions

Essential Negotiation Skills

• Clarifying objectives & goals
• Bargaining tools
• Compromising without losing out
• PIOC Harvard Techniques
• Tips for a Successful Negotiation

Enforceability – Is the contract enforceable?

• Offer & Acceptance

- Invitation to treat e.g. auction and tenders
- Electronic formation of contract e.g. e-offer or e-acceptance

• The Enforcement of Bargains

- Consideration
- The requirement of a benefit/detriment in a contract
- Rules of consideration in drafting innovative contracts

• The Contracts (Rights of Third Parties) Act

Enforcement methods

• Identifying and evaluating the various strategies in dispute resolution
• Litigation, arbitration and mediation, mini-trials
• Ways to structure efficient dispute resolution clause

Termination of Contracts

• Discharge of contracts

- By performance
- By agreement
- By frustration

• Effects of frustration under Frustrated Contracts Act
• Money paid or payable
• Legal impossibility
• Physical impossibility
• Impossibility of purpose

- By repudiatory breach
- Self-induced frustration

Remedies for the Breach of Contract

• Assessment of damages – the compensatory aim
• Obtaining injunctions
• Liquidated damages
• Penalty clauses
• Remoteness of damage under the rule in Hadley v Baxendale
• Speculative damages
• Mitigation of damages
• Specific performance
• Quantum Meruit (for the work done)