Commercial modules

Please follow the links below for more information on module content:

Agency Distributorship and Franchising

Contract Law in Practice

E-commerce

EC and UK Competition Law

Intellectual Property

Professional Negligence

Remedies

Terms and Conditions of Sale

Corporate Drafting

Agency Distributorship and Franchising (one day)

This course gives junior lawyers an opportunity to consider the principal differences between agency and distributorship arrangements and to obtain an overview of the key commercial terms of a franchising agreement. In addition a number of specialist topics are covered in further detail – these include UK and EC competition law and the Commercial Agents (Council Directive) Regulations 1993. The course will enable participants to:

Appreciate the advantages and disadvantages of agency and distributorship agreements
Consider different forms of distributorship agreements and assess the impact of UK and EC competition law on distributorship agreements
Interpret the Commercial Agents (Council Directive) Regulations 1993 and consider their application to the drafting of an agency agreement
Appreciate the main points to consider when drafting a franchising agreement

This course can also be delivered as two separate three-hour sessions – one on distributorship, and one on agency and franchising.

Contract Law in Practice (three hours)

Contracts are the foundation of all transaction work, but how rusty is your basic contract law? What are the rules of privity of contract and how has the Contracts (Rights of Third Parties) Act 1999 changed them? What actions may be available for inaccuracies in an information memorandum in relation to the sale of a company? What form must a particular contract take? Who can bind a company to a contract? What remedies are available for breach of contract and misrepresentation? This interactive training course revisits the principles of contract law and sets them in a practical context through application to corporate and commercial case studies. The course will enable participants to:

Refresh their understanding of the basic principles of formation and discharge of contracts
Understand the rules on privity of contract, ways to circumvent problems of privity including the Contracts (Rights of Third Parties) Act 1999
Appreciate the different types of contract terms and the remedies available for breach of contract
Understand the law of misrepresentation and the remedies available

E-Commerce (three hours)

Whatever your area of practice, you may need to advise clients involved in e-commerce and should be aware of the legal and practical issues affecting them. This course gives an overview of the key concerns involved in setting up and running a website, including domain names, website developments, IP protection of online content, legal and information requirements for website operators, website terms and conditions when selling online and potential liabilities involved in e-commerce including defamation and infringement of third party IP rights. The course will enable participants to:

Gain an overview of the relevant legal and practical issues in the regulation of e-commerce
Understand the issues involved in establishing a web presence, including domain names, website development and the IP protection of online content
Review the legal and information requirements with which a website operator must comply
Understand the issues involved in contracting online, including how to sell over the internet and the use of website terms and conditions
Gain an overview of the potential liabilities involved in running a website, including issues of defamation and infringement of third party IP rights
Be aware of future developments and legislation relating to e-commerce
Review key commercial agreements and finance documents, identify and report on key issues

EC and UK Competition Law (three hours)

Can you spot a competition law problem? Did you know that your clients or directors could face imprisonment for breach of competition law? Do you know what to do when faced with UK and EC competition law issues? This course provides an overview of both EC and UK competition law (including all recent changes) and is essential training for the non-specialist to spot competition law issues in their general company or commercial work. The course will enable participants to:

Understand the relationship between EC and UK competition law
Understand and apply the EC (Article 81, EC Treaty) and UK (Chapter I, Competition Act 1998) prohibitions against anti-competitive agreements
Understand and apply the EC (Article 82, EC Treaty) and UK (Chapter II, Competition Act 1998 ) prohibitions against the abuse of a dominant market position
Understand and apply the EC and UK rules in relation to merger regulation
Gain an overview of all recent changes to UK and EC competition law

Intellectual Property (three hours)

An introduction to intellectual property rights (IPRs) for junior corporate lawyers or those new to the area. This course provides an overview of the core IPRs in the UK, the key terms in an assignment and a licence, the main legal and commercial issues to be considered on an asset or share sale where IPRs are included and the key EC and UK competition law issues involved. The course will enable participants to:

Obtain an overview of the core IPRs in the UK
Appreciate the different methods of exploiting IPRs
Identify the main legal and commercial issues to be considered when negotiating an assignment of IPRs, a licence of IPRs and the sale of a business including IPRs
Identify the EC and UK competition law issues pertinent to the exploitation of IPRs

Professional Negligence (1.5 hours)

All corporate lawyers should have an understanding of the principles of professional negligence. This course is designed to provide junior corporate lawyers with an overview of the duty of care owed by professionals to clients and third parties in contract and tort, common provisions of engagement letters (including limitation of liability), the principles of causation, remoteness and contributory negligence, and the principle of SAAMCO. The course will enable participants to:

Explore through interactive case studies all aspects of professional negligence
Analyse the duty of care owed by professionals to clients and third parties in both contract and tort
Understand the law relating to causation, remoteness and contributory negligence
Consider methods of limiting liability

Remedies (three hours)

It is not just litigators who need to know about legal remedies. All corporate lawyers should have an understanding of the remedies available for breach of contract and tort. This course provides an overview of these issues for non-litigators, covering limitation periods, the principles for an award of damages in contract and tort, the drafting of common boilerplate provisions on remedies, the equitable remedies of rescission, specific performance and injunctions, key self-help remedies and the principles of alternative dispute resolution. The course will enable participants to:

Understand the principles for an award of damages in contract and tort
Appreciate the legal issues and drafting of common boilerplate provisions on remedies
Gain an overview of the equitable remedies of rescission, specific performance and injunctions
Consider the availability of self-help remedies
Understand the principles of alternative dispute resolution

Terms and Conditions of Sale (three hours)

This course offers an essential overview of the standard terms and conditions found in commercial agreements. It reviews the requirements of an enforceable contract made on standard terms and explores the issues raised by pre-contractual representations, contracting on the internet and e-mail, terms implied by statute and exclusions of liability, drafting of common boilerplate provisions and problems of risk allocation. The course will enable participants to:

Review standard terms and conditions of sale
Understand the requirements for an enforceable contract made on standard terms
Appreciate the issues raised by pre-contractual representations
Appreciate the issues raised when contracting on the internet
Understand terms implied by statute and exclusions of liability
Understand the purpose of common boilerplate provisions and problems of risk allocation

Corporate Drafting (one day)

This course looks at drafting issues in the context of a corporate transaction, taking into account recent case law and market practice. Sometimes it can be too easy to rely on a precedent as being correct and there may be a temptation not to read certain provisions carefully. Delegates will be reminded that precedents must be used critically and always with the thought in mind that the ultimate reader of their drafting may be a court. The course will enable participants to:

Develop confidence in drafting skills in the context of a corporate transaction
Improve awareness of market practice in the context of drafting and amending corporate documents
Aid understanding and raise awareness of the drafting process in terms of creation of the first draft through to final execution
Consider possible drafting pitfalls in the light of case law

For course information and links to other modules, go back to course overview.