Agenda

Perth | 8 September 2020 
Brisbane | 10 September 2020 
Melbourne ONLINE | 17 September 2020 
 
Times below are for the physical event in-person.  

08:45

SESSION 1

09:00

  • How do you create a valid and legally enforceable contract? 
  • What evidence do you need to prove that you have a valid contract?  
  • How does the Court conduct contract dispute cases? 
  • How to prevent an accidentally created verbal contract? 
  • Understand how an ‘offer’ could be accepted through your conduct 
  • How do you legally invite others to make an offer, including tenders (Hughes case) and auctions?  
  • What happens to your contract if you have no consideration? How to get around lack of consideration? 
  • Are your MOUs, MOAs and Letters of Intent legally binding (Ermogenous case)? 
  • What can damage a contract once it has been created? 
  • In a dispute whose contractual terms do we use, yours or mine? (Battle of the forms: Butler Machine case) 
  • Why do we need contractual ‘certainty’, and how do you establish it (Whitlock v Brew case)? 
 
Interactive Activity - Unauthorised variations: a review of a facilities management contract where a variation went horribly wrong. 

10:30

SESSION 2

10:50

  • What are express and implied terms, and how do they affect your contract? 
  • The effect of exemption clauses: Olley’s case)  
  • How can we write terms to ensure performance? 
  • How can we vary contracts effectively? 
  • What is the effect of the following on the contractual parties: privity, subcontracting, assignment, change of control, agency, and novation? 
  • When will the signatory bind their organisation? 
  • How can we end (terminate) the contract effectively from a legal and commercial viewpoint? 
  • Which of the following remedies are you entitled to if there are no remedies agreed to in your contract? Common law, equitable (Waltons stores case) and statutory 
  • How does an indemnity or a liquidated damages remedy function if it is part of the contract?  
  • When do we need to use a formal contract (‘deed’) rather than our usual form of contact (a ‘simple’ contract)? 
  • What is the legal effect of the frustration of contract, force majeure and ‘safe harbour’ clauses in periods of upheaval, such as Coronavirus? 
 
Interactive Activity – Assessment of damages: an example of how to assess losses suffered upon breach.

12:30

SESSION 3

13:30

  • What are the main consumer protection laws that you need to be aware of? 
    • Avoiding misleading and deceptive conduct  
    • Explaining the effect of unconscionable conduct 
    • Pursuing or defending an unfair contract terms case (JJ Richards case) 
    • Complying with statutory implied terms, consumer guarantees and product safety laws 
  • What are the main laws that can affect contracts that reduce competition? 
    • Vertical agreements (exclusive dealing, third line forcing and resale price maintenance) 
    • Unilateral conduct (misuse of market power and mergers resulting in market dominance) 
    • Horizontal agreements (market sharing agreements and price-fixing). 
  • What other legislation that can affect contracts should we be aware of; including modern slavery and ‘safe harbour’ provisions. 
 
Interactive Activity – Unfair Contract Terms Regime: actual case - how a business can suffer if it breaches these laws (and how the injured party can benefit from taking action). Put in shaded box 

15:00

SESSION 4

15:20

  • Drafting to avoid problematic outcomes: 
    • How can we draft contracts effectively to protect your interests? 
    • What are the words we should and should not use when drafting? 
    • How does the court interpret a clause when there is a dispute? 
  • What are the nine critical parts of a contract, and why every senior manager needs to understand how they function 
    • Parties 
    • Recitals 
    • Definitions 
    • The terms (commercial and legal) 
    • Execution clauses (and using Sections 127 and 129 of Corporations Act to bind parties) 
    • Schedules 
    • Dating the contract 
    • Cover or back sheet 
    • Other key problem areas: witnessing, storage etc. 
    • Contracting for pandemics  
 
Interactive Activity - Key contractual terms: A review of a typical commercial contract and an analysis of key clauses including indemnity, capping of liabilities, force majeure, insurance, intellectual property and termination for convenience

17:00

ONLINE 22 September - DAY 1
Times below are for the online course 
*times are in AEST

SESSION 1

10:30

  • How do you create a valid and legally enforceable contract? 
  • What evidence do you need to prove that you have a valid contract?  
  • How does the Court conduct contract dispute cases? 
  • How to prevent an accidentally created verbal contract? 
  • Understand how an ‘offer’ could be accepted through your conduct 
  • How do you legally invite others to make an offer, including tenders (Hughes case) and auctions?  
  • What happens to your contract if you have no consideration? How to get around lack of consideration? 
  • Are your MOUs, MOAs and Letters of Intent legally binding (Ermogenous case)? 
  • What can damage a contract once it has been created? 
  • In a dispute whose contractual terms do we use, yours or mine? (Battle of the forms: Butler Machine case) 
  • Why do we need contractual ‘certainty’, and how do you establish it (Whitlock v Brew case)? 
 
Interactive Activity - Unauthorised variations: a review of a facilities management contract where a variation went horribly wrong. 

12:00

SESSION 2

12:30

  • What are express and implied terms, and how do they affect your contract? 
  • The effect of exemption clauses: Olley’s case)  
  • How can we write terms to ensure performance? 
  • How can we vary contracts effectively? 
  • What is the effect of the following on the contractual parties: privity, subcontracting, assignment, change of control, agency, and novation? 
  • When will the signatory bind their organisation? 
  • How can we end (terminate) the contract effectively from a legal and commercial viewpoint? 
  • Which of the following remedies are you entitled to if there are no remedies agreed to in your contract? Common law, equitable (Waltons stores case) and statutory 
  • How does an indemnity or a liquidated damages remedy function if it is part of the contract?  
  • When do we need to use a formal contract (‘deed’) rather than our usual form of contact (a ‘simple’ contract)? 
  • What is the legal effect of the frustration of contract, force majeure and ‘safe harbour’ clauses in periods of upheaval, such as Coronavirus? 
 
Interactive Activity – Assessment of damages: an example of how to assess losses suffered upon breach.

14:00

ONLINE 23 September - DAY 2
Times below are for the online course 
*times are in AEST

SESSION 3

10:30

  • What are the main consumer protection laws that you need to be aware of? 
    • Avoiding misleading and deceptive conduct  
    • Explaining the effect of unconscionable conduct 
    • Pursuing or defending an unfair contract terms case (JJ Richards case) 
    • Complying with statutory implied terms, consumer guarantees and product safety laws 
  • What are the main laws that can affect contracts that reduce competition? 
    • Vertical agreements (exclusive dealing, third line forcing and resale price maintenance) 
    • Unilateral conduct (misuse of market power and mergers resulting in market dominance) 
    • Horizontal agreements (market sharing agreements and price-fixing). 
  • What other legislation that can affect contracts should we be aware of; including modern slavery and ‘safe harbour’ provisions. 
 
Interactive Activity – Unfair Contract Terms Regime: actual case - how a business can suffer if it breaches these laws (and how the injured party can benefit from taking action). Put in shaded box 

12:00

SESSION 4

12:30

  • Drafting to avoid problematic outcomes: 
    • How can we draft contracts effectively to protect your interests? 
    • What are the words we should and should not use when drafting? 
    • How does the court interpret a clause when there is a dispute? 
  • What are the nine critical parts of a contract, and why every senior manager needs to understand how they function 
    • Parties 
    • Recitals 
    • Definitions 
    • The terms (commercial and legal) 
    • Execution clauses (and using Sections 127 and 129 of Corporations Act to bind parties) 
    • Schedules 
    • Dating the contract 
    • Cover or back sheet 
    • Other key problem areas: witnessing, storage etc. 
    • Contracting for pandemics  
 
Interactive Activity - Key contractual terms: A review of a typical commercial contract and an analysis of key clauses including indemnity, capping of liabilities, force majeure, insurance, intellectual property and termination for convenience

14:00

Sydney | 15 September 2020
 
The Agenda for the day is split into 3 main sections, as follows:
 
1. Formation & Elements of Contracts

  • Capacity & Legality
  • Contract versus Deed
  • Heads of Agreement

2. Engaging the Market

  • Contract Management Prerequisites
  • Managing the Procurement
  • Contracting Parties

3. Common Contract Negotiation Issues

  • What is liability?
  • Limitation of Liability
  • Exclusion of Liability 
  • Consequential Loss 
  • Insurance
  • Other mechanisms to meet contractor liabilities 
  • Termination generally
  • Remedies for breach
  • Dispute resolution
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