Contract Law for Non-Legal Professionals

Marketing Institute of Singapore (MIS)

Course introduction

Managers, company directors, executives and businessmen need to clearly understand contract law. Learn how to interpret the contractual clauses and what the terms and conditions actually mean. Now it is even more important to understand how contracts can be made electronically through the email and the world wide web over the internet. Participants will learn how to make a valid contract oral or written. Learn how a contract may be discharged by novation, by performance and frustration and how to terminate a contract and know the remedies available for breach of contract, including liquidated damages and penalty clauses, specific performance and injunctions. Get a thorough understanding of the principles of contract law through this course taught by a well-known author of 31 law books, including the best-seller book "Contract Law". Rules on contract drafting will be discussed. Emphasis will be placed on the terms and clauses frequently used in the drafting of contracts and agreements, including boiler plate clauses, e.g. entire agreement clauses etc. Video training materials will be used to enhance learning. Course materials will be given which are useful and invaluable references. Case studies and case presentations will be discussed.

Course Outline

Why You Should Attend This Course:

Roles and responsibilities of a contract manager
Commencing the contractual process

  • Relationship building
  • Setting Targets, timelines and periodic review
Defining expectations

Understanding Contractual Materials and Terms
  • Standard form contracts
  • Conditions and Warranties
  • Complex Terms –
  • The Suisse Atlantique case
  • Identifying fundamental terms and minor terms
  • 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
  • Interpretation of Terms
  • from literal to contextual interpretation
  • inadmissible evidence
Exclusion Clauses
  • contra proferentum rule
  • Exceptions of negligence liability under the Unfair Contract Terms Act
  • The enforcement mechanism under Statutory restrictions
Construction of the Contract
  • express provision
  • hardship clauses or intervener clauses
  • force majeure

Vitiating Factors in a Contract

  • non est factum
  • fundamental mistake about contractual document
  • 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
  • voidable contracts
  • presumption
  • void contracts at common law
  • contract in restraint of trades
  • illegal contracts
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
Essential Negotiation skills
  • Clarifying objectives & goals
  • Bargaining tools
  • Compromising without losing out
  • PIOC Harvard Techniques
  • Tips for a Successful Negotiation
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
The Contracts (Rights of Third Parties) Act

Enforcement methods
  • Identifying and evaluating the various strategies in dispute resolution
  • Litigation, arbitration and mediation, mini-trials
  • Ways to structure efficient dispute resolution clause
  • 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
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)

Available Course Sessions

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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.