This 2-day seminar explores the legalities of contract and contractual obligations from the perspectives of a contract manager. This overview and understanding of the operations of Contract Law will therefore better enable persons employed in the role of contract managers to fulfill their responsibilities in an effective way.
Course Pre-Requisites
Participants should preferably have completed the following 2 courses:
- Contract Law - Understanding the Concepts of a Contract (2 Days) and
- Understanding Contract Interpretation & Drafting Standard Commercial Clauses (2 Days)
Target Audience
This course is ideal for contract managers or persons employed in the role of managing contracts to fulfill their responsibilities in an effective way.
Course Outline
Day 1
Roles and Responsibilities of a Contract Manager
Drafting skills
- Formalities, structure and format
- Drafting with or without precedents
Commencing the contractual process
- Relationship building
- Setting Targets, timelines and periodic review
Defining expectations
Project Manager – Outsourcing contracts
- Role definition and responsibilities
Features of Contract Management
- Contract Management Process
- Contract Administration
- Negotiating and Managing Performance through Service Level Agreements
- Identify issues to be managed
- Establish an effective team
- Lists of services and deliverables expected
- Importance of having a well constructed SLA
- Evaluating and managing contractor performance
- Developing, implementing and measuring Key Performance
- Indicators to monitor the quality of service
- Drive business value to meet company’s goals
- Statement of Works
- Change Orders
- Outsourcing Contracts
- Checklists for IT Outsourcing contracts
- Services to be performed by vendor
- Charges e.g. GST
- Hardware and soft ware
- Project managers
- Employees to be taken by the Vendor
- Warranties e.g. performance standards
- Backup and disaster recovery
- Exclusion of liabilities
- Turn-back services
- Indemnity
- Confidentiality
- Force majeure
- Waiver
- Assignment
- Entire agreement
- Governing law
Intellectual Property management Issues
- Patents
- Trademarks and service marks
- Confidentiality clauses
- Copyrights, industrial designs
Enforceability – Is the contract enforceable?
Offer & Acceptance
- Invitation to treat e.g. auction and tenders
- Electronic formation of contract e.g. e-offer or e-acceptance
The Enforcement of Bargains
- Consideration
- The requirement of a benefit/detriment in a contract
- Rules of consideration in drafting innovative contracts
Intention to Create Legal Relations
Capacity to contract
- Minors
- Companies
- Mentally ill persons
The Contracts (Rights of Third Parties) Act
An Effective Contract Manager’s Essential Negotiation skills
- Clarifying objectives & goals
- Bargaining tools
- Compromising without losing out
- PIOC Harvard Techniques
- Tips for a Successful Negotiation
The Contents of Contract – how to manage?
- Standard form contracts
- Conditions and Warranties
- Complex Terms
- The Suisse Atlantique case
- Identifying fundamental terms and minor terms
- Recognising the practical significance of this distinction as remedies vary
- Express & Implied Terms
- Parol Evidence Rule
- Unconscionable bargains and unreasonable terms of contract
- The incorporation of terms
- Implication by custom
- Implication by fact
- Implication by law
- From literal to contextual interpretation
- Inadmissible evidence
- Contra proferentum rule
- Exceptions of negligence liability under the Unfair Contract Terms Act
- The enforcement mechanism under Statutory restrictions
Day 2
Managing Contract Performance
- Variations to the existing contract - Negotiating variations and potential legal pitfalls
- Extensions and renewals – effective use of extension and renewal clauses – best practices with regard to notices
- Completion of works and original expectations – reviewing contract specifications and matching with performance
- Withdrawing from the contract – understanding the legalities of wrongful withdrawal
- Termination and post-termination actions
The Effective Use of Service Level Agreements
- Measuring performance levels
- Key performance Indicators
- SLA and the substantive Contract between the parties
- Penalties, Charges, Earn back points and Invoice Adjustments
Contract Review and Meetings
- Identifying performance issues
- Constructing an Agenda for a meeting
- Setting out specific roles for participants in the meeting
- Anticipating the positions and expectations of the other party
- Managing the meeting process
Managing Contract Documentation
- Files and records
- Defensive record keeping for evidential purposes
- Version controls and software
- Document sharing and security
Vitiating Factors in a Contract
- Non est factum
- Fundamental mistake about contractual document
Misrepresentation
- Identifying representations from terms of contract
- Identifying actionable statements and omissions
- Silence (non-disclosure) to constitute misrepresentation
- The three types of fraudulent, negligent and innocent misrepresentation
- Consequences of misrepresentation
- Remedies available
- What is rescission?
- Damages under Misrepresentation Act
- Restitution, indemnity and damages at Common Law
Duress to person and property
- Illegitimate pressure
- Voidable contracts
Undue Influence
Illegality
- Presumption
- Void contracts at common law
- Contract in restraint of trades
- Illegal contracts
Termination of contracts
Discharge of contracts
- By performance
- By agreement
- By frustration
- Effects of frustration under Frustrated Contracts Act
- Money paid or payable
- Legal impossibility
- Physical impossibility
- Impossibility of purpose
- By repudiatory breach
- Self-induced frustration
Construction of the Contract
- Express provision
- Hardship clauses or intervener clauses
- Force majeure
Remedies for the Breach of contract
- Assessment of damages – the compensatory aim
- Obtaining injunctions
- Liquidated damages
- Penalty clauses
- Remoteness of damage under the rule in Hadley v Baxendale
- Speculative damages
- Mitigation of damages
- Specific performance
- Quantum Meruit (for the work done)
Enforcement Methods
- Identifying and evaluating the various strategies in dispute resolution
- Litigation, arbitration and mediation, mini-trials
- Ways to structure efficient dispute resolution clause
Available Course Sessions
Please click here to stay updated on upcoming sessions.
Trainer Profile
Prof Catherine Tay Swee Kian
Prof Catherine Tay Swee Kian is an Associate Professorial Fellow lecturing law at the National University of Singapore, Department of Strategy and Policy (NUS Business School). She is also an Advocate and Solicitor of the Supreme Court of Singapore and an author of several law books. She is Associate Director of Bernard & Rada Law Corp.
Prof Tay studied law at Queen Mary College, University of London and graduated with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson.
Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore. Prof Tay is an examiner on law subjects for a number of professional bodies in Singapore and overseas. She conducts in-house seminars for hospitals, banks, statutory boards, hotels, commercial firms and companies, clubs and associations.
