David Quinlan from Pinsent Masons explains the basics of contract law for sport and recreation organisations – from the Sport and the Law Conference 2014.
This presentation is one of my assignment in Business Law Class in Sampoerna University. This presentation is about Termination of Contract.
Slide: PowerPoint 2013
Design by: Hedi Fauzi
Image: Google Image
If you want the original file for your reference, feel free to ask me via email: hedi.fauzi@hotmail.com with subject [SlideShare] (Your Subject)
Restrictive Clauses in Employment Agreements in IndiaAnil Chawla
This Presentation is intended to give Indian employers an overview of the legal position related to the restrictions that they may impose on employees in employment agreements.
This presentation is one of my assignment in Business Law Class in Sampoerna University. This presentation is about Termination of Contract.
Slide: PowerPoint 2013
Design by: Hedi Fauzi
Image: Google Image
If you want the original file for your reference, feel free to ask me via email: hedi.fauzi@hotmail.com with subject [SlideShare] (Your Subject)
Restrictive Clauses in Employment Agreements in IndiaAnil Chawla
This Presentation is intended to give Indian employers an overview of the legal position related to the restrictions that they may impose on employees in employment agreements.
This article takes the viewer through the Accounting Aspects related to Insurance under IFRS and the Income Tax requirements in India. It also touches upon the Direct Tax Code and its impact on Insurance based deductions.
Presentation on Business Law, Corporate Law, Trade Law.
Subtopic:-
law of contract
special contract
sale of goods act
consumer protection act
partnership act
Limited liability partnership gowtam bhatSVS College
seminar paper presented by Gowtam Bhat, a student of II year B.Com of SVS College, Bantwal, Karnataka under the auspices of Commerce Association-focus is on LLP in India
This Presentation include just a brief information about Business Law, Contract according to Islamic Law & contract act 1872, also include contract Types, Elements,Discharging, Revocation, & finally Comparison of Islamic Contract & contract Act 1872.
This article takes the viewer through the Accounting Aspects related to Insurance under IFRS and the Income Tax requirements in India. It also touches upon the Direct Tax Code and its impact on Insurance based deductions.
Presentation on Business Law, Corporate Law, Trade Law.
Subtopic:-
law of contract
special contract
sale of goods act
consumer protection act
partnership act
Limited liability partnership gowtam bhatSVS College
seminar paper presented by Gowtam Bhat, a student of II year B.Com of SVS College, Bantwal, Karnataka under the auspices of Commerce Association-focus is on LLP in India
This Presentation include just a brief information about Business Law, Contract according to Islamic Law & contract act 1872, also include contract Types, Elements,Discharging, Revocation, & finally Comparison of Islamic Contract & contract Act 1872.
Check out these study notes which I found online and which I think will be very useful to you. I have made hard copies which I will give to you at the next lecture.
there are six different types of contract,they are :
1.Valid Contract
2.Voidable Contract
3.Void Contract
4.Unenforceable Contract
5.Illegal Contract
6.Contingent Contract
Types of contract - Legal Environment of Business - Business Law - Manu Melwi...manumelwin
Valid Contract – An agreement enforced by law is a valid contract. An agreement becomes a valid contract when it fulfills all the essentials of a contract as laid down in section 10.
Options contract on indian derivative marketRitesh Sethi
This PPT is helpful for the student who is doing MBA in finance extreme.
it is just small help from my side in future also i will be uploading these type of PPT'S.
Thank You
Ritesh Sethi
Perbandingan ekonomi Islam dengan konvensional berdasarkan definisi, konsep dan falsafah. Ekonomi Islam berpaksikan al-Qur'an dan as-Sunnah dan manusia diciptakan sebagai khalifah untuk memimpin, mentadbir dan mengurus amanah yang dipertanggungjawabkan.
Settlement Agreements, Refreshing Law ltd slides, March 2020James Cheetham
Covering the requested topic of settlement agreements, and how to maximise their potential. The slides were originally for an event on the 24th March 2020, and due to COVID-19, this has been adapted into a podcast found here: https://yolkrec.podbean.com/e/hr-insights-settlement-agreements-march-2020/
Ehsan Kabir can identify hidden matrimonial assets and the dissipation of assets with his unique style together with his vast amount of skills and knowledge acquired by dealing with freezing assets, divorce financial settlements, child law proceeding.
One of the key challenges for many businesses is to ensure that their cash flow and credit management procedures are working effectively. From developing Terms of Trade and the protection of assets on the PPSA register, through to credit management and debt recovery, this presentation provides an overview of the key issues and how your business can address them.
Let's Shake On It - Contracts in MR by Joe Durkee, Esq. NorthWest MRA
Portland attorney Joe Durkee offers advice on how to read standard business contracts. He discusses a number of clauses common to vendor service agreements and offered counsel on how to approach them.
2014 has been a year of remarkable upheaval and uncertainty across the globe. The aftershocks of the 2008 financial crisis and Eurozone debt crisis continue to reverberate throughout the world’s financial markets. To the challenges posed by these aftershocks have been added those of continued warfare and strife across much of the Middle East, the deteriorating situation in the Ukraine and the attendant cooling in relations between Russia, the US and the EU. The effect of these and other similar events on the contractual relations entered into by our clients is uncertain and may necessitate the invoking of the doctrine of frustration and the use of Force Majeure clauses, particularly for those clients doing business in emerging markets. This session examines the kind of events which may justify the invocation of frustration and Force Majeure, such as political change, civil unrest and the imposition of sanctions, and offers tips on how best to minimise the effect of such risks at the contract drafting stage and during times of unrest
2017 AICM Credit Symposium - Australian Institute of Credit ManagementMark Harley
Unfair Contract Terms – generally and amendments for B2B protection (with some exceptions)
Insolvency Law Reform Amendments – amendment to the definition of “relation-back day” for purpose of the Corporations Act
Dealing with Trust Assets of Corporate Trustees in Liquidation
Getting Down To The Details: Contract Basics for Non-LawyersCal Stein
This webinar will address the following topics: (i) the general structure of contracts, including how that changes among several common types of contracts; (ii) when contracts are needed and when they are not, and the advantages and disadvantages of having a contract; (iii) things you should look for in a contract, again, including how that changes among several types of common contracts; (iv) things that should set off alarm bells for you any time you see them in a contract you are considering entering into; and, (v) things that may invalidate a contract.
Contact the author at: cstein@dbslawfirm.com
Presentation by Arun Kang, Chief Executive of Sporting Equals, about the current trends on ethnic diversity on sport boards and how to increase it. Presentation delivered at the 2015 Sport and Recreation Alliance Leadership Convention
Presentation by Dame Helen Ghosh, Director General of the National Trust, about leading change within an organisation. This presentation was delivered at the 2015 Sport and Recreation Alliance Leadership Convention
Presentation slides from John Bull on results based accountability. Presentation was delivered at the 2015 Sport and Recreation Alliance Leadership Convention
Presentation delivered by Mind at the Sport Minds event on 6 October 2015. The presentation focuses on helping sports organisations develop their action plans following their signing of the Mental Health Charter for Sport and Recreation
Presentation delivered by LPP at the Sport Minds event on 6 October 2015. The presentation focuses on sport coaches and support staff and their role in mental health.
ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
NATURE, ORIGIN AND DEVELOPMENT OF INTERNATIONAL LAW.pptxanvithaav
These slides helps the student of international law to understand what is the nature of international law? and how international law was originated and developed?.
The slides was well structured along with the highlighted points for better understanding .
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
How to Obtain Permanent Residency in the NetherlandsBridgeWest.eu
You can rely on our assistance if you are ready to apply for permanent residency. Find out more at: https://immigration-netherlands.com/obtain-a-permanent-residence-permit-in-the-netherlands/.
1. Contract law: the basics and
practical tips
David Quinlan – Solicitor
Pinsent Masons
2. Overview
• Part 1 – Contract law basics
– Why do you need a contract?
– Contract formation
– Contractual provisions and concepts
• Part 2 – Practical tips
– Issues to look out for
3. Part 1 – Why do you need a contract?
• To maximise the benefit to your business
• To ensure certainty (i.e. legal terms, obligations of each
party, supply commitment etc.)
• To protect you from unacceptable risk
• To protect ownership of intellectual property and protect
your brands
• To manage expectations
4. What is a contract?
• An offer made by one party to another
• Unconditionally accepted by the other
(without variation: otherwise a counter-offer!)
• Supported by “consideration”
• With intention to create a legal relationship and enter into a
binding contract
• Terms must be certain
(note: it must also be clear which terms apply)
Warning - There is no need for agreement to be in writing
and signed!
5. Scenario 1 – Is there a contract?
• A sends an email to B, referring to B as its sole supplier
• A and B discuss the agreement by telephone
• B replies to A's email without reading it properly, saying
"That's fine, looking forward to the orders!"
• B supplies through a third party, C
• Is there a contract between A and B?
6. Scenario 2 - Whose terms apply?
“Battle of the Forms”
• A sends an email order to B, referring to its standard terms
and conditions (attached to the order)
• B sends out an order acknowledgment to A, referring to B's
standards terms and conditions (attached to the order
acknowledgement)
• B starts to supply the goods
• A accepts the goods and pays B's invoices
• Whose terms apply? Would your answer differ if B had not
sent out an order acknowledgement and started to supply?
7. Contractual terms
Contractual terms can be:
• Expressly agreed – explicitly setting out the terms agreed by
the parties
• Implied by operation of law - Sale of Goods Act 1979, Supply
of Goods and Services Act 1982, Unfair Contract Terms Act
1977 (“UCTA”)
• Implied to give “business efficacy” – terms which are required
for the contract to work
8. Heads of Terms
– Purpose is to set out main commercial terms agreed in principle
before full negotiation
– No difference between Heads of Terms, Letters of Intent, Term
Sheets, Memoranda of Understanding and Heads of Agreement
– If no intention to create legal relations, this must be clear
– Usually not legally binding except for:
(i) confidentiality; (ii) exclusivity; and (iii) governing law
– Should be “subject to contract”
9. Main commercial terms
• Term of the contract
• Exclusive or non-exclusive?
• Payment - How? When? Any contingency? Penalty for late
payment?
• Are the rights and obligations of each party clearly set out?
• Are any third party rights affected or required?
• Consider what flexibilities will be required over the life cycle of the
contract (e.g. rights which may need to be substituted)
• Manage the risk - warranties, liability caps, insurance, indemnities
• IP - IP licences, permitted use of IP, ownership of new IP created
• Termination rights - Event cancellation and rights delivery failure?
10. Contractual concepts to discuss today
• Warranties and Indemnities
• Limitation of Liability
• Force Majeure
• Termination
• Boilerplate
• Alternative Dispute Resolution
11. Warranties and Indemnities
Warranties Indemnities
Statement about a particular state of affairs “A contract by one party to keep the other
harmless against loss”
Breach may give rise to a claim for damages Promise to reimburse beneficiary on pound-
for-pound basis for all losses suffered
Onus on claimant to show breach and
identifiable loss
An original, primary and independent obligation
(i.e. entitled to compensation irrespective of the
position of any other person)
Obligation to mitigate loss Usually where there is a specific risk identified
Example – in a sponsorship agreement, the
sponsor may seek a warranty as to the
ownership of commercial rights
No duty to mitigate loss
“Warrants and represents” Included in liability cap? Covered by insurance
policy?
12. Limitation of Liability
•Exclusion of all liability unusual and may be void if dealing on standard terms
• Cannot exclude liability for fraud
• Statutory intervention i.e. Unfair Contract Terms Act 1977
Limitation Clauses
Any clause which seeks to limit liability for breach:
1. Amount – “Our total liability for breach of this contract shall not exceed £[x]
in aggregate”
2. Type – “Neither party shall be liable to the other for indirect, special or
consequential loss or damage including any loss of profit, goodwill or
business opportunities, whether direct or indirect”
13. Force Majeure
• Covers circumstances beyond your control:
• War
• Riot
• Terrorism
• Act of God
• Weather?
• Industrial action?
• Consequences?
• Consider insurance provisions designed to cover events of force
majeure – who is responsible for procuring this?
14. Force Majeure – when it goes wrong
“Fans set to miss out at Silverstone as rain leaves thousands
stranded” (The Telegraph, 17 July 2012)
• Refunded tickets and asked fans to stay away – costing Silverstone hundreds
of thousands of pounds
• Upset sponsors – importance of reputation and brand?
• Difference between force majeure and cancellation?
• Ties in with insurance – is the management of the process as important as the
contract?
• Could this happen at one of your events?
What if there was a multi-car
pile up and the main access road was
closed? What would happen?
15. Termination
• Limited to fundamental breaches (may not include
failure to pay)
• Commercial contracts often contain detailed
termination provisions (e.g. morality clauses)
• What are the consequences of termination?
– Contractual mechanism
– Repudiatory breach
16. Boilerplate
• Interpretation section – definitions and how to read the contract
• Entire agreement clause – the contract sets out the whole deal
• Good faith – no duty of good faith in English law but recent case law
• Variation clause – designed to enable parties to make changes
• Further assurances – consequential acts and ancillary documents
• Severability – anything illegal or unenforceable can be changed or
deleted
• Governing law and jurisdiction – laws of England and Wales?
17. Alternative Dispute Resolution
Alternatives to litigation:
• Arbitration:
– A private forum
– An independent arbitrator makes an award, acting in a judicial fashion,
to finalise the dispute
– The outcome is final and binding on the parties
– An agreement to arbitrate is usually contractual: all parties must agree
to submit the dispute in question to arbitration
• Mediation:
– The parties (with the assistance of an independent third person) identify
the issues in dispute, explore the options for resolution and attempt to
reach agreement
– A voluntary, non-binding and private form of dispute resolution
19. Reasonable vs. best endeavours
• Any obligation to use “endeavours” is less than an
unqualified absolute obligation
• “Best endeavours”: objective test – may require you to
spend money
• “Reasonable endeavours”: less burdensome – take
action to the extent that the party is not disadvantaged
• “All reasonable endeavours”: in between or same as
best endeavours?
• If the object of the endeavour is too uncertain or unclear,
the endeavours clause may be void
20. Warrants and Represents
Warrants Represents
A contractual statement of present (or often
future) fact
An assertion as to a fact, true on the date
made, that is given to induce another party
to enter into a contract
If not true, the receiving party has a claim for
breach of contract
Where false and the receiving party relies on
it, the receiving party may have a claim for
misrepresentation
No direct right to terminate unless fundamental
to the contract (repudiatory) or parties have
agreed (e.g. “material breach”)
Contract may be rescinded (fraudulent and
negligent )
Contractual damages – aim to put party in the
position they would have been in had the
contract been performed correctly
Tortious damages – aim to put party back in
the position they were in before the contract
(as though it had never existed)
21. Brand Category
• Rights holder – draft as narrowly as possible
• Define further by territory or partnership tier
• Category need not reflect entire service offering
(e.g. Samsung; Panasonic)
• What‟s exclusive and what‟s not?
22. Other
• Termination – be very careful before using termination
as a remedy, as it could be a repudiatory breach
• Liability cap – amount paid or amount payable
23. …and finally
• Remember you don’t need to sign a written document to
enter into a contract – watch out you don‟t inadvertently
enter into a binding arrangement!