Contract Law Update Conference. 20 October 2014

Transcription

1 Contract Law Update Conference 20 October 2014

2 20 October 2014 Central London Fees: VAT CLT Members/ VAT Non-Members Are you up-to-date with the latest changes in contract law? This highly practical conference will identify new trends in contract law and provide you with a unique opportunity to ensure you are fully conversant with the latest cases. Aimed at the in-house lawyer and lawyers in private practice, this conference comprises a range of sessions which focus on various elements of B2B and B2C contracts. Bringing together expert speakers in this area and providing particular emphasis on the practical changes to contract drafting, the conference will also cover the following key topics: Liquidated damages and service credits Exclusion and limitation Guarantees and indemnities Using ADR clauses and other boilerplates to prevent litigation Price, payment and non-performance Mis-representation and entire agreement Principles of remedies for breach of contract and recent developments Public sector contract issues B2C changes Jurisdiction and international disputes. Chair Helen Swaffield is a barrister with 20 years experience in commercial litigation. Within her practice at Harrington Law, Helen works with government bodies and leading firms of solicitors on a range of commercial and in-house projects and advice. Helen is the Editor of the Commercial Litigation Journal and the Procurement and Outsourcing Journal both published by Legalese and a regular legal commentator and broadcaster. Speakers Kevin Calder is a partner in Mills & Reeve s technology and commercial team, and advises both customers and suppliers on major outsourcing projects, licensing and international reseller arrangements. Richard Humphreys is a partner in the financial compliance section of the finance and leasing team at Blake Lapthorn. His clients include banks, independent finance institutions and manufacturer subsidiaries. Michael James is a barrister and legal writer and lecturer. He practised at Enterprise Chambers until his retirement in 2013, specialising in international disputes. His book, Litigation with a Foreign Aspect, was published by OUP in Dov Ohrenstein is a barrister at Radcliffe Chambers recommended by legal directories for commercial litigation, commercial chancery and professional negligence work. Chambers UK says Dov is a much valued counsel who is very commercial, highly responsive, and has an excellent grasp of legal issues. Darryl Royce was called to the Bar in 1976 and is a member of Atkin Chambers in Gray s Inn. He advises upon and acts for parties involved in construction projects and in disputes before the Technology and Construction Court, lay arbitrators, adjudicators and mediators. Matthew Sutton is a partner at Shakespeares. He advises on a wide range of commercial matters including major public and private sector supply and services contracts, outsourcing, joint ventures, tender documents, agency and distribution contracts, collaboration and development agreements, manufacturing and supply agreements.

3 Chair s Welcome and Introduction 9.45 Liquidated Damages and Service Credits Types and functions of liquidated damages clauses Types and functions of service credits What is the test for penalties? Relative advantages and disadvantages of liquidated damages and service credits Drafting liquidated damages or service credits clauses: what to include and potential pitfalls. Darryl Royce, Atkin Chambers Exclusion and Limitation Incorporation of terms Construction of exclusion and limitation clauses Enforceability of nonreliance clauses Statutory control and the reasonableness test Drafting effective clauses. Dov Ohrenstein, Radcliffe Chambers Refreshments Guarantees and Indemnities Indemnities and guarantees distinguished Appropriate use of indemnities and guarantees in commercial transactions Limiting liability under indemnities and guarantees Common clauses in guarantees. Matthew Sutton, Shakespeares Using ADR Clauses and Other Boilerplates to Prevent Litigation Escalation procedures Dispute resolution Severance and re-negotiation Notices No waiver Price, Payment and Non- Performance Set-off against price Payment terms and interest Retention of title Enforcement mechanisms Mis-representation and Entire Agreement The entire agreement and parole evidence Non-reliance provisions - do they work? What can you exclude? Non-reliance and rectification Lunch 2.15 Principles of Remedies for Breach of Contract and Recent Developments Agreed remedies Damages (recovery and assessment) Equitable judicial remedies (rectification, specific performance, injunction) Public Sector Contract Issues Contract implications of changes to the public procurement regime New purchasing procedures and the light touch regime for certain services Ability to vary contracts and requirement for termination provisions Transparency regime and Freedom of Information Act clauses Standard form public sector contracts. Kevin Calder, Mills & Reeve 3.45 B2C Changes UK sale of goods/provision of services legislation An update on consumer rights and the remedies available to a consumer under this legislation Distance Selling Regulations - an update Unfair contract terms legislation Consumer Protection from Unfair Trading regulations The Consumer Rights Directive B2C Contracts Civil/criminal case update Jurisdiction and International Disputes Law and jurisdiction clauses - getting them right Ms X v Rothschild - are unilateral non-exclusive clauses invalid? International jurisdiction in contract cases Contesting jurisdiction: the new rules after January 2015 Governing law - how far does Rome I go? Michael James, Barrister 4.50 Chair s Concluding Remarks and Questions 5.00 Please quote reference CF at point of booking

4 Paralegal Why Choose CLT? There s a bright idea paralegal@clt.co.uk Terms and Conditions 1. Confirmation of your booking will be sent by or post within 2 days of receipt. A VAT invoice will be sent separately to your accounts department. Conference/course documentation is distributed at the time of the event. 2. Central Law Training Ltd reserves the right to vary or cancel a conference/course where the occasion necessitates. CLT accept no liability if, for whatever reason, the conference/course does not take place. 3. Prices may be subject to change. 4. Early bird offers cannot be used in conjunction with any other Central Law Training promotion or offer (excluding membership discounts). 5. Full invoice payable within 30 days of date of invoice unless: a. Cancellation: For CLT members: provided written notice is received at least 24 hours before the event there is no administration charge applicable. For non members: provided written notice is received at least 24 hours before the event, the fee will be credited less a 25 (+ VAT) administration charge. b. Transfer: in the event of a transfer to another date or event, an administration charge of 25 (+ VAT) for non members will be levied. There is no fee applicable to CLT members. Written notice must be provided at least 24 hours before the event. 6. This booking form constitutes a legally binding contract. The delegate and employer are jointly and severally liable for payment of all the fees due to CLT. 7. To the extent permitted by law, neither CLT nor its presenters will be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss occasioned to any person acting, omitting to act or refraining from acting in reliance upon the conference/course material or presentation of the conference/course or, except to the extent that any such loss does not exceed the price of the conference/course, arising from or connected with any error or omission in the conference/course material or presentation of the conference/course. Consequential loss shall be deemed to include, but is not limited to, any loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business, damages, costs, expenses incurred or payable to any third party or any other indirect or consequential losses. 8. Continuing Professional Development and Continuing Professional Education. Hours or points may be claimed as indicated from the following professional bodies: The Solicitors Regulation Authority, Bar Standards Board, ILEX, ICSA, CIOT, IPA, RICS, ICAEW, CIMA, CIPFA, CLC, ACCA and STEP. Data Protection: Central Law Training may periodically contact you CF with details of programmes and services that may be of interest to you and may pass your details to other companies within the Wilmington Group and selected clients. Please contact the Client Services Team ( to cis@clt.co.uk or write to CLT, Wrens Court, Victoria Road, Sutton Coldfield, Birmingham, B72 1SX) if you do not wish to be included in this activity.

5 5 + VAT + VAT 415 CLT Members 525 Non Members Contract Law Update Conference 20 October 2014 Central London Are you up-to-date with the latest changes in contract law? This highly practical conference will identify new trends in contract law and provide you with a unique opportunity to ensure you are fully conversant with the latest cases. Aimed at the in-house lawyer and lawyers in private practice, this conference comprises a range of sessions which focus on various elements of B2B and B2C contracts. Bringing together expert speakers in this area and providing particular emphasis on the practical changes to contract drafting. Chair Helen Swaffield is a barrister with 20 years experience in commercial litigation. Within her practice at Harrington Law, Helen works with government bodies and leading firms of solicitors on a range of commercial and in-house projects and advice. Speakers Kevin Calder is a partner in Mills & Reeve s technology and commercial team, and advises both customers and suppliers on major outsourcing projects, licensing and international reseller arrangements. Richard Humphreys is a partner in the financial compliance section of the finance and leasing team at Blake Lapthorn. His clients include banks, independent finance institutions and manufacturer subsidiaries. Michael James is a barrister and legal writer and lecturer. He practised at Enterprise Chambers until his retirement in 2013, specialising in international disputes. His book, Litigation with a Foreign Aspect, was published by OUP in Siobhan Jones is a dispute resolution partner at Penningtons Manches specialising in all aspects of property related litigation; including landlord and tenant disputes, the interpretation and enforcement of property contracts and documents, property related insolvency disputes. Dov Ohrenstein is a barrister at Radcliffe Chambers recommended by legal directories for commercial litigation, commercial chancery and professional negligence work. Chambers UK says Dov is a much valued counsel who is very commercial, highly responsive, and has an excellent grasp of legal issues. Darryl Royce was called to the Bar in 1976 and is a member of Atkin Chambers in Gray s Inn. He advises upon and acts for parties involved in construction projects and in disputes before the Technology and Construction Court, lay arbitrators, adjudicators and mediators. Matthew Sutton is a partner at Shakespeares. He advises on a wide range of commercial matters including major public and private sector supply and services contracts, outsourcing, joint ventures, tender documents, agency and distribution contracts, collaboration and development agreements, manufacturing and supply agreements.

6 Chair s Welcome and Introduction Helen Swaffield, Barrister 9.45 Liquidated Damages and Service Credits Types and functions of liquidated damages clauses Types and functions of service credits What is the test for penalties? Relative advantages & disadvantages of liquidated damages and service credits Drafting liquidated damages or service credits clauses: What to include and potential pitfalls. Darryl Royce, Atkin Chambers Exclusion and Limitation Incorporation of terms Construction of exclusion and limitation clauses Enforceability of non-reliance clauses Statutory control & the Reasonableness Test Drafting effective clauses. Dov Ohrenstein, Radcliffe Chambers Refreshments Guarantees and Indemnities Indemnities and guarantees distinguished Appropriate use of indemnities and guarantees in commercial transactions Limiting liability under indemnities and guarantees Common clauses in guarantees Matthew Sutton, Shakespeares Using ADR Clauses and Other Boilerplates to Prevent Litigation Escalation procedures Dispute resolution Severance and re-negotiation Notices No waiver. Helen Swaffield, Barrister Price, Payment and Non- Performance Set-off against price Payment terms and interest Retention of title Enforcement mechanisms. Helen Swaffield, Barrister Mis-representation and Entire Agreement The entire agreement and parole evidence Non-reliance provisions do they work? What can you exclude? Non-reliance and rectification Lunch 2.15 Principles of Remedies for Breach of Contract and Recent Developments Agreed remedies Damages (recovery and assessment) Equitable judicial remedies (rectification, specific performance, injunction) Siobhan Jones, Penningtons Manches Contract Law Update Conference 3.00 Public Sector Contract Issues Contract implications of changes to the public procurement regime New purchasing procedures and the light touch regime for certain services Ability to vary contracts and requirement for termination provisions Transparency regime and Freedom of Information Act clauses Standard form public sector contracts. Kevin Calder, Mills and Reeve 3.45 B2C Changes UK sale of goods/provision of services legislation An update on consumer rights and the remedies available to a consumer under this legislation Distance Selling Regulations - an update Unfair contract terms legislation Consumer Protection from Unfair Trading regulations The Consumer Rights Directive B2C Contracts Civil/criminal case update Jurisdiction and International Disputes Law and jurisdiction clauses getting them right Ms X v Rothschild are unilateral non-exclusive clauses invalid? International jurisdiction in contract cases Contesting jurisdiction: the new rules after January 2015 Governing law how far does Rome I go? Michael James, Barrister 4.50 Chair s Concluding Remarks and Questions registrar@clt.co.uk Quote booking reference SG?????