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Contract Law for Non-Legal Professionals

Why You Should Attend This Course:

Managers, company directors, executives and businessmen need to clearly understand contract law. Learn how to interpret the contractual clauses and what the terms and conditions actually mean. Now it is even more important to understand how contracts can be made electronically through the email and the world wide web over the internet. Participants will learn how to make a valid contract – oral or written. Learn how a contract may be discharged by novation, by performance and frustration and how to terminate a contract and know the remedies available for breach of contract, including liquidated damages and penalty clauses, specific performance and injunctions.

Get a thorough understanding of the principles of contract law through this course taught by a well-known author of 20 law books, including the best-seller book "Contract Law". Rules on contract drafting will be discussed. Emphasis will be placed on the terms and clauses frequently used in the drafting of contracts and agreements, including boiler plate clauses e.g. entire agreement clauses etc.

What are “Smart Contracts”? Paperless digital code. The terms & conditions of Smart Contract are written in code & automatically self-executed when predetermined conditions are met in a decentralised space network of distributed ledger in the metaverse.

Does Contract law applies to Smart Contract?

Video training materials will be used to enhance learning. Course materials will be given which are useful and invaluable references. Case studies and case presentations will be discussed. You will learn how to conduct your businesses effectively within the laws of business and companies.

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?

• Traditional Contracts v Smart contracts (blockchain technology protocol in metaverse)

Smart Contracts in the Metaverse

• Paperless digital code on blockchain new technology in decentralized space
• Enforceability of smart contracts
• 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)

Who should attend

The course is best suited for individuals who frequently engage with contracts in their roles but do not have a legal background.

Profile of Catherine Tay

Catherine Tay has over 35 years of lecturing experience as an Associate Professor lecturing business law at the National University of Singapore (NUS) Department of Strategy and Policy, NUS Business School. She is an Advocate and Solicitor of the Supreme Court of Singapore. She is also a barrister-at-law (of Lincoln’s Inn, United Kingdom). She is an author of more than 8 law books, including her best-seller book title called "Contract Law - A layman Guide".

She studied law at Queen Mary College, University of London and graduated with a Bachelor of Laws with Honours and with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws.

She has facilitated seminars and in-house training courses for many business law topics such as tenancy agreements, contract administration management, procurement contracts, legal and practical aspects of tender management, Service Level Agreements and Outsourcing contracts, oil and gas contract management, insurance contracts, Intellectual Property Laws and PDPA data privacy laws. She is an examiner on law subjects for a number of professional bodies and universities in Singapore and overseas. She has lectured at the NUS Extension in professional and business management law courses.

She was an adjunct lecturer at NUS Institute of System Science, in IT outsourcing contracts for over 20 years. She is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.