Contracts in English - Advanced

Contract Form

• preamble and testimonium
• operative clauses
• boilerplate clauses
• cross-system agreements

Force Majeure

• common law concepts
• doctrine of frustration
• application to subcontractors

Penalties, Liquidated Damages

• avoiding the penalty trap
• limitation of liability
• application of liquidated damages

Limitation of Liability & Damages

• liability for breach
• strict liability and gross negligence
• liability, negligence, fault and torts
• indemnification
• consequential and indirect damages

Guarantees & Warranties

• common law definitions
• fitness for purpose and merchantability
• implied statutory warranties

Retention of Title

• mixing and conversation
• legal and equitable title

Key Clauses

• time is of the essence
• severability and severance
• entire agreement clause
• third party rights
• rescission, cancellation and termination

Assignment & Novation

• rights and duties and delegation
• ending the existing contract

If you already have a basic understanding of how Common Law contracts and agreements are set up, applied and interpreted in English, this seminar is designed to develop your skills and knowledge further. We will deal with the basic contract structure, the principles of boilerplates and standard types of contract clauses along with issues of liability. Participants will be provided with both template clauses and template contracts drawn from English law and other jurisdictions including the United States. We will then explore the purpose behind the typical boilerplate clauses as well as the preferred formulations and, where relevant, discuss the relevance of the Common Law clauses in the German/Civil Law context.

Unternehmensjuristen, Rechtsanwälte, Fach- und Führungskräfte, die schwerpunktmäßig im internationalen Rechtsverkehr tätig sind