English Law for Non-UK Lawyers

Introduction

Common-Law: Nature and Methodology

This English contract law course first explores the following:

• What is the ‘common law’?

• The role of judge-made law

• The authority of case-law

• Consensual and non-consensual liabilities

Formation of Contract Under English Law

• Creating a binding and enforceable agreement

• Offer

• Acceptance

• Consideration

• Intention to create legal relations

• Certainty

• Capacity

• Formalities

• Deeds

• Workshop - Analysing a common-law judgement

Formation of Contract – Pre-Contract Documents

• Pre-contractual documents and undertakings

• Letters of intent/commitment/heads of agreement

• Agreements to agree

• Lock-out agreements

• Letters of comfort

• Workshop: Consider different forms of pre-contract documents and their impact and role.

Tort Including Negligence

• Nature of tortious liability

• Types of tort Negligence

• Specific duty situations

• Nuisance

• Strict liability

• Trespass to land

• Torts concerning goods

• Trespass to the person

• Tort affecting reputation

• Employment-related torts

The Terms of the Contract

• Express Terms

• Oral Statements

• Written Terms

• Parole Evidence Rule

• Implied Terms

• Unfair Contract Terms

Warranties, (Mis)representation, Guarantees and Indemnities, Differences and Distinctions

• Warranty

• Representation

• Misrepresentation – Types and remedies

• Guarantees

• Indemnities

• Workshop – Participants will divide into groups and clarify the distinctions between these contractual remedies and their differing legal effects.

Liquidated Damages, Penalties & Differences Between Common Law, Civil Law, and Delay

• Delay clauses

• Liquidated damages

• Service credits and service level agreements

• Time is of the essence

Limitation and Exclusion of Damages

• Direct

• Indirect

• Consequential

• 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

Termination, Force Majeure, Frustration and Economic Hardship of Contract

• This English contract law course explores termination by agreement

• Termination by frustration

• Termination upon breach

• Force Majeure

• Economic Hardship

• Workshop: Force Majeure real case study

• Drafting exercise: Split into groups and draft clauses based on a mini case study

Training Objectives

This English contract law course covers:

• An introduction to the common law, including its nature and methodology

• An overview of the formation of a contract, including: Creating a binding and enforceable agreement

• Pre-contractual documents

• Undertakings and letters of intent/commitment/heads of agreement

Gain an understanding of tort and tort of negligence

An explanation of the terms of the contract

Learn about the warranties, (Mis)representation, guarantees and indemnities

Master the liquidated damages, penalties, the differences between common and civil law, and delay

Be apprised of interpreting a contract under English law

Master the limitation and exclusion of damages

Have an overview of the transfer of contractual rights and obligations

Get to grips with termination, force majeure, frustration and economic hardship of contract

Training Course Summary

Redcliffe Training's English contract law course sets out the key elements of English law. The approach is interactive and involves mini case studies, drafting workshops and a clinic for participants to raise questions about transactions they are involved in.

Participants will learn the differences between common and civil law systems, analyse an English law judgment that establishes 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, and compare 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.