Estos programas pueden adaptarse en contenidos y horarios de acuerdo a sus necesidades. Consúltenos una solución formativa a medida en:
Telf. 91 700 49 53 / 39
I. LANGUAGE ADVICE
- Relatively short sentences and paragraphs
- Plenty of white space
- Active verbs
- Few adjectives and adverbs
- English is simpler than Spanish. Your English should be extremely simple
- Number and/or alphabetize all paragraphs/subparagraphs etc. so that each section can be conveniently cited
Use and misuse of technical legal terms: refrain from using technical terms if you are not certain of their meaning and proper usage
II. THE BASICS OF THE ANGLO-AMERICAN CONTRACT
For the Anglo-American legal contract, there rarely is aneed to cite a lot of legislation or to register contracts
Government Influence: Common Law/Civil Law
- Tradition/Stare Decisis
- Public Policy: e.g. Labor Law (Civil Law protects jobs!)
- Common Law and consumers
- Tendency to enforce more Contracts at Civil than at Common Law
- Greater use of extraneous and parole evidence at Civil Law
- Role of Jury (Evidence/Parole Evidence)
Identify Parties Thoroughly
Foreword (Premessa): State reason for the Contract
- ('Whereas...'-but you certainly do not have to use this word)
- 'Why are we here?' 'Why do we want to conclude this contract'. This should be a very short story, not a novel
Offer/Acceptance/Purpose/Consideration: in detail, what are the parties giving to or doing for each other, i.e., money or some other 'quid pro quo'
Counteroffers: Battle of the Forms
Contracts of adhesion or shrinkwraps (for big complex deals nowadays, there is more negotiation, than offer/acceptance)
Is Contract for a Legal Purpose?
'Essential Terms' of a Deal: quantity, quality, price, when delivered, where delivered, who delivers, who insures, when payment, how payment?
What happens when there is Ambiguity in the Contract?
- Court intervention to imply a contract or to throw out a contract
- Even for essential terms such as price, the court/adjudicator may intervene
- Importance of prior dealing
In the interests of (or against whom) should the ambiguities in a Contract be interpreted?
Letter of acceptance
'Anonymous' signatures: who signed
III. PRINCIPAL CONTRACT CLAUSES
Dispute Resolution Clause: Mediation, Arbitration, Litigation Clauses
'Whole Contract' or 'Entire Agreement' –so–called 'Integration Clauses'
Choice of Law Clauses: Vienna Convention on the International Sale of Goods 'CISG', Brussels Convention on Jurisdiction, Lex Mercatoria, INCOTERMS
Avoid Penalty Clauses
Controlling Language Clause if the contract is in more than one language
Number of Originals or Counterparts Clause
Where to send Notices Clause
Assignment of Rights/Delegation of Duties
Condition Precedent/Condition Subsequent
- Explain your own definition of this term
- What occurrences do you wish to include?
* Related doctrines 'Frustration' and 'Duress' and Reliance' damages
* What do we mean when we say 'doctrine' in common law?
- Legal/Attorney’s Fees Clause
- Consequential Damages Clause (Liable or not liable for)
- Interpretation of Headings Clause
- Definitions Clause
- Represent and Warrant Clause
- Good Faith Clause (as opposed to Bad Faith-the standard is an objective one: what does the reasonable man think?)
- Disclaimer (of liability) Clause
- Payment of Taxes Clause
- Export/Import Permits
- Time is of the Essence Clause
IV. FUNDAMENTALS OF NEGOTIATION
Fundamentals of Negotiation
- Communication in a cross-cultural environment (misunderstandings)
- Importance of knowing and using your 'Best Alternative to a Negotiated Agreement' (BATNA) in negotiations
- Win/Win... creating value: be hard on the problem, not on the opponent.
Pre-Contract: Letter of Intent/Memorandum of Understanding/ Letter of Comfort
- What purpose?
- Importance of correct wording: It does not matter so much what you call it as it does what the document says
- How to avoid having your intentions misinterpreted
- Negotiating in good faith vs. in bad faith
V. BREACH/AVOIDANCE OF CONTRACT AND AFTER
For what reasons can one breach/avoid and how should one communicate it?
How much time? What the contract says or, what is 'reasonable' under the circumstances
The Reasonable Man
VI. ADR/INTERNATIONAL CONTRACT LITIGATION: THE IMPORTANCE OF DISPUTE RESOLUTION IN THE INTERNATIONAL CONTEXT
Arbitration/mediation ADR have to be considered viable alternatives
Discuss Arbitration/ADR vs. Litigation
Examine the drafting of dispute resolution clauses: negotiation, mediation, arbitration