Course Methodology

The course consists of group discussions as well as individual and team tasks. There will be plenty of exercises throughout the programme. The presenter will be engaged with the participants at all times, welcoming class discussions regularly. There will be a site visit to places of legal significance. 

Course Objectives

By the end of the course, participants will be able to:

• Analyze the basic differences between the common law and civil law systems
• Explain how the different systems of law affect how business is carried out in different jurisdictions
• Apply best practice in contract drafting
• Examine dispute resolution clauses in cross border contracts
• List the advantages and disadvantages of Arbitration v Litigation v Mediation

Target Audience

This course is suitable for lawyers, commercial managers, legal consultants and anyone who deals with cross border contracts drafted in English, dispute resolution, or who has a general interest in commercial and business law.

Target Competencies

• Understand common law v civil law
• Draft contracts in Plain English
• Mitigate risks with miscellaneous/boilerplate clauses
• Negotiate warranties and indemnities
• Decide on best form of dispute resolution: Arbitration v Litigation v Mediation 

Principles of Common Law vs Civil Law

• Features of the common law system
• Features of the civil law system
• The adversarial versus the inquisitorial system
• Sources of English law
• The role of lawyers in common law and civil law   
• The role of judges
• The role of jury
• The role of precedent and evidence

The Need for Legal Clarity in Legal Drafting

• Signs of a well drafted legal document
• Tools for achieving clarity in legal drafting
• Common mistakes in legal drafting
• The importance of collocation in legal drafting
• The language of legal drafting
• Troubleshooting legal documents
• Formalities for a binding contract
• Structure of a commercial contract 

Boilerplate/Miscellaneous Clauses

• No waiver clause
• Notices clause
• Assignment clause
• Time is of the essence clause
• Importance of Governing Law clause in cross border contracts
• Dispute resolution clause: Litigation/Arbitration/Mediation
• Force Majeure clause and its effect under common law and civil law
• Analysing case law/ precedents on boilerplate clauses

Warranties and Indemnities

• Features of warranties
• Features of indemnities
• The role of warranties and indemnities in protecting a buyer in a corporate transaction
• Areas to be covered by warranties and indemnities in corporate transactions
• Effect of breach of warranties
• Vendor protection clauses in favor a seller in a corporate transaction
• Disclosure against warranties in corporate transactions
• Negotiating warranties and indemnities from a Share Purchase Agreement

Dispute Resolution Process

• The adjudicative process versus the consensual process
• The importance of Alternative Dispute Resolution (ADR)
• Advantages and disadvantages of arbitration
• The requirements of an enforceable arbitration agreement
• Types of arbitration: institutional versus ad hoc arbitration
• Drafting international arbitration clause: The importance of the legal seat  
• The danger of badly drafted arbitration clause
• Using mediation as a form of Alternative Dispute Resolution process