Understanding Contracts is a Foundation for Business Success!

Being unsure on the meaning of a contractual term or provision is too risky for your business and work. This course is for everyone including managers, executives, company directors and project managers or engineers, IT professionals who want to understand contracts better.

Contract law governs our contracts. Ever wonder what these contract terms and conditions (called boilerplates) e.g. time of the essence, waiver, counterparts, cumulative remedies, entire agreement clause, indemnity clause, costs and expenses, mean? Also what are the various legal implications of such clauses? Learn the structure of modern commercial contracts from recitals to commercial provisions and boilerplates (standard protective clauses).

You do not need to have legal knowledge to attend this course.

Almost daily we enter in contracts without knowing fully the implications and meaning of its clauses or provisions. Ignorance is contract law is not a privilege. It is a misfortune.

What do you know of new block-chain based “Smart Contracts”? Paperless digital code stored in blockchain technology in the metaverse. The terms & conditions known as Code in Law are automatically self-executing and self-enforcing when pre-determines conditions are met in a decentralized space. Does traditional contract law applies to new “Smart Contract”?

Get a thorough understanding of the principles of contract law through this
Interactive course which is a 2 in 1 course – contract law and contract interpretation. The contract law affecting the whole life-cycle of contract from start to end i.e. contract formation to termination of contract will be explained effortlessly.

Can you amend a contract under doctrine of variation in contract law? Will it work by using an amendment or modification clause inside a Contract? Learn how to conduct your businesses effectively within contract law.

Participants will learn how are contracts ended and what remedies are available for breach of contract including learning how are damages assessed under contract law.

There will be an exercise activity on a sample contract with quiz questions to enhance learning the key contractual terms & conditions. Case studies and scenarios will be presented throughout the course for practical applications.

Outline

1.Formation of Valid Contract
- Who is the reasonable man?
- Are oral verbal contracts valid?
- Are written contracts enforceable?
- Offer, acceptance, invitation to treat
- Intention to create legal relations
- Consideration
- Capacity to contract – minors, mental ill persons, drunkards
- Electronic Transactions Act
✓ E-signatures
✓ Contracts made via world wide web internet
- Privity of Contract
- Contracts (Rights of Third Parties) Act

2. Blockchain-based Smart Contracts in Metaverse
- Are Smart Contracts enforceable under contract law?
- Contract law on doctrine of mistake: Quoine case (2020)
- Computer code in black of data on blockchain protocol
- Javascript or Solidity programme – Ethereum

3. Terms of Contract
- Express terms v Implied terms
- How are terms implied into a Contract?
- Parol evidence rule
- Conditions v Warranties v Complex Terms/Innominate terms
- Consequences of breach of contract terms

4. Exemption / Exclusion Clauses
- Control of exclusion clauses by case law & statutory laws
- Unfair Contract Terms Act
- Negligence & damages for personal injury or death

5. Amendment & Variation of Contract Terms & Conditions
- Doctrine of Variation and 4 exceptions:
✓ Fresh benefit by both parties
✓ Deed under seal
✓ Williams v Roffey exceptions
✓ Doctrine of promissory estoppel

6. Factors vitiating a Contract
(a) Misrepresentation
- Inducement, sales talk
- Fraudulent, negligent & innocent misrepresentation
- Effects of misrepresentation
- Rescission and/or damages
(b) Mistake
(c) Duress & Undue influence
(d) Meaning of Void and voidable contracts
(e) Illegal contracts & its consequences
- anti-competitive terms (Competition Act)
(f) Void contracts
- gaming & wagering contracts
- contracts in restraint of trade (non-competition clause)

7. Discharge of Contracts
- By Performance (Rule on Cutter v Powell: exact & precise)
- By Agreement (novation)
- By Frustration
- By Breach of contract

8. Remedies for Breach of Contract
- Refuse further performance
- Damages: monetary compensation & awards
- How much monetary awards can be claimed?
- Rule of remoteness of damage
- Mitigation of damages
- Liquidated damages, pre-estimate genuine damages, doctrine of penalty clauses
- Specific performance
- Injunction
- Quantum Meruit

9. How to Resolve your Contract Disputes?
- Negotiations & consultations
- Mediation
- Arbitration
- Mini-trials
- Litigation & the courts

10. Structure of Contract
- Date of Agreement
- Recitals - WHEREAS
- Habendum clause (operative part)
- Definitions & Interpretation
- Commercial clauses
✓ Main Commercial Provisions e.g. parties obligations
✓ Secondary Commercial Provisions e.g. liability & termination
• Representations & warranties
• Indemnity clause
• Force Majeure clause
• Liability & guarantees
- Boiler-plates (Standard Clauses)
✓ 24 Common boiler-plates
✓ Amendment clause
✓ Wiaver clause
✓ Time is of the essence
✓ Notices
✓ Assignment & subcontracting
✓ Cumulative remedies
✓ Law & Jurisdiction
- Schedule
- Attestation Clause
- Appendix

11. Rules of Contract Interpretation
- Golden rule
✓ intention of parties + relevance of past court decisions + industry custom
- Literal rule
- Contextual rule
- Special conditions override standard conditions
- Ejusdem generis rule (of the same kind) rule
- Contra Proferentum Rule
✓ unclear contract wording construed against drafter

Who should attend

The course is best suited for individuals who frequently engage with contracts in their roles but do not have a legal background.

Catherine Tay's Profile

Catherine Tay has over 35 years of lecturing experience as an Associate Professor lecturing business law at the National University of Singapore (NUS) Department of Strategy and Policy, NUS Business School. She is an Advocate and Solicitor of the Supreme Court of Singapore. She is also a barrister-at-law (of Lincoln’s Inn, United Kingdom). She is an author of more than 8 law books, including her best-seller book title called "Contract Law - A layman Guide".

She studied law at Queen Mary College, University of London and graduated with a Bachelor of Laws with Honours and with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws.

She has facilitated seminars and in-house training courses for many business law topics such as tenancy agreements, contract administration management, procurement contracts, legal and practical aspects of tender management, Service Level Agreements and Outsourcing contracts, oil and gas contract management, insurance contracts, Intellectual Property Laws and PDPA data privacy laws. She is an examiner on law subjects for a number of professional bodies and universities in Singapore and overseas. She has lectured at the NUS Extension in professional and business management law courses.

She was an adjunct lecturer at NUS Institute of System Science, in IT outsourcing contracts for over 20 years. She is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.