Crafting Legal Memoranda and Correspondence

Introduction:

It is essential to emphasize that effective and situation-specific contract drafting is crucial for businesses. Properly crafted contracts help efficiently identify and mitigate risks, ensuring that projects, procurement processes, and related activities are conducted smoothly and without costly misunderstandings.

Inappropriate interpretation of contract terms can often have detrimental effects on projects and, in extreme cases, may lead to contract failure.

Objectives:

At the conclusion of this drafting legal memorandum and correspondence course, participants will be capable of:

• Recognizing contract structures and understanding the reasons behind their specific drafting.
• Elucidating the financial relevance of key aspects of agreements with contracting parties.
• Providing insight into the interplay between different aspects of contractual provisions and the importance of uniformity.
• Proactively addressing foreseeable problems and knowing how to resolve or mitigate them through better contracts and management.
• Understanding how to avoid disputes and managing them effectively if they arise.
• Deploying suitable contract frameworks for various projects.
• Reviewing the business implications of specific conditions and clauses.
• Reducing the risk of disputes or breaches of contract through effective contract clauses.
• Managing disputes efficiently, including those related to international contracts.

Training Methodology:

• Interactive lectures and discussions
• Case studies
• Group discussions
• Drafting exercises
• Review and feedback sessions
• Role-playing

Course Outline:

Unit 1: The Importance of Contracts

• Need for contracts
• Managing contract procedures
• Negotiation techniques
• Creation of the contract
• Offer and acceptance
• Battle of forms
• Consideration and intention
• Written vs. oral contracts
• Contracts by email, etc.
• Importance of due diligence and financial health

Unit 2: The Tender Process and Other Types of Contracts

• Auctions and bids
• Tendering process
• Invitation to tender
• Request for sources and quotations
• Qualification and prequalification
• Compliance
• Award letters
• Heads of terms and comfort letters
• Choosing the appropriate contract type
• Pros and cons of different contract types
• Issues with fixed sums of money
• Contemporary methods
• Economic price adjustment clauses
• Bonds and guarantees
• Statutory compliance and restructuring

Unit 3: Main Contract Clauses

• Delivery/Performance tasks
• Supervision of subcontractors
• Supervision and milestones
• Payment terms (safe, quick, and non-payment protective measures)
• Letters of credit
• Guaranty by parent company
• Delivery time schedule and terms
• Title and risk transfer (ICC Incoterms)
• Retention of title clauses
• Importance of time of the essence
• Ownership and risk
• Risk coverage
• Indemnification
• Liquidated damages and penalty provisions

Unit 4: Other Key Considerations During the Commissioning Process

• Changes and variations
• Liability beyond contractual provisions
• Intellectual property concepts
• Contract termination
• Limitation of liability
• Guarantees
• Jurisdiction and governing law
• Final review and closeout tasks

Unit 5: Dealing with Disputes

• Settlement and compromise
• Clauses for resolving disputes
• Litigation process
• Binding arbitration
• Contemporary dispute resolution techniques
• Negotiation and mediation
• Conciliation
• Early neutral evaluation
• Expert determination