This course is an opportunity to look into the process of contract
formation and interpretation from a common-law perspective. We will
examine things you have seen before, and may have wondered exactly what
they meant. For example, what does "best efforts" really
mean? And what's the difference between "best efforts" and "commercially
reasonable efforts"?
The more you are aware of the
common-law background behind the contracts you must deal with every day,
the better equipped you will be to deal effectively with international
transactions.
As the scope of business transactions expands,
so does the influence of the common-law world. No matter where your
clients are based, what the governing law may be, or where in the world a
deal may take you, the basic way of doing things is increasingly based on
a common-law model. In other words, the very structure of most
international transactions, including the models of most basic documents,
follow a path inspired in the common law and developed by City and New
York law firms
CALENDARIO
Miércoles,
3 de Junio
09:30h - 11.00h Session Nº 1: Our
best efforts to define best efforts. Given the variety of court
opinions concerning best efforts, does it make any sense to
include such a clause in the contract?
11:00h -
11:30h Break
11:30h - 13:00h
Session Nº 2: Pre-contractual good faith? Since the
common law rejects a general duty of good faith before the contract is
formed, what are the alternative mechanisms that govern the parties'
conduct at this stage?
13:00h - 14:30h Session Nº 3: Structure,
organization and building blocks. General principles of drafting and rules
of interpretation. Language of obligation,condition and discretionary
authority.
16:00h - 17:30h Session Nº 4: Introductory
clauses: Preamble, words of agreement, recitals. Definitions, annexes and
schedules.
17:30h - 19:00h Session Nº 5:
Practical drafting exercise. Groups work together to draft the first part
of a license agreement. This work will be submitted for evaluation in the
following session.
Jueves, 4 de Junio
09:30h
- 11:00h Session Nº 6: Operative
language: where the contract gets down to business: subject matter clause,
consideration, other action clauses. Feedback and analysis of drafting
exercise.
11:00h - 11:30h Break
11:30h
- 13:00h Session Nº 7:
Boilerplate in detail. Those clauses which always appear
in contracts but are never looked at (until there's a problem...): entire
agreement, severability, subrogation, successors and assigns, survival,
waiver, force majeure, notice, press releases, counterparts, execute and
deliver...
13:00h - 14:30h Session Nº 8:
At the end of the contract's life: duration, expiration, termination,
material breach, damages. Penalty clauses at common law in contrast to
liquidated damages.
16:00h - 17:30h Session Nº 9: Practical
drafting exercise.
17:30h - 19:00h Session Nº 10: Practical
drafting exercise, evaluation and general conclusions.
