Fundamentals of Contract Law and Smart Contracting

Introduction:

It is common for organizations to incur or realize huge losses every day because of the terms and conditions underlying the contracts, including contracts for the provision of goods, equipment, or services. This is because contracts pervade all business engagements; thus, knowledge of contract law, including smart contracting, is of utmost importance to ‘outsiders’ – employees belonging to other business establishments.

This course is designed to provide those not engaged in practicing law with knowledge of smart contracting so they can comfortably engage in a wide range of contracts as required in a business setting.

In addition, the course deals with the processes of contract formation and adoption of approaches on contract management, which includes essential provisions and contract modification to suit the current business environment. It also tackles aspects of negotiation, including but not limited to the management of contractual changes and claims.

Objectives:

At the end of this course in contract law with smart contracting, the following objectives are the expected changes in knowledge and skills participants should anticipate:

• Be aware of how different contracts are formed and how they work.
• Be able to assess major insights concerning the complicated aspects of important contract clauses.
• Understand the development and execution process of contracts and appreciate the law governing contracts.
• Identify various approaches to contracts, both positions and functions of a smart contract.
• Achieve skills that enable individuals to make contracts and resolve conflicts.
• Foresee the development of disagreements, keeping smart contracts in mind.
• Integrate different contracts as strategic tools for risk transfers in contracting.
• Use contractual terms creatively in some instances to control risks and promote amicable contracts.

Training Methodology:

• Interactive lectures
• Case studies
• Group discussions
• Role-playing exercises
• Contract analysis
• Q&A sessions
• Real-world examples

Course Outline:

Unit 1: Formation of Contracts:

• The answers to critical questions regarding why we need contracts today within the contexts of traditional and digital businesses.
• General principles in the formation of contracts, focusing on smart contract usage.
• Formalities regarding the formation of contracts across various sectors.
• The use of written or oral agreements in contracts and the growing use of smart contracts.
• Power to bind or sign contract documents, which also signifies power in decentralized self-governance, relevant to smart contracts.
• Classification of contracts involved in the smart contracts framework, including simple examples and templates.
• Contrasting approaches to using various types of contracts for different business models and the emergence of contract technologies.

Unit 2: Basic Contract Clause and Partner Concerns:

• Work and scope definition in the realm of contract and smart contract law.
• Force majeure in dealing with emerging business cultures.
• Executing contractual flexibility in difficult conditions, such as market changes.
• Aiming to deliver and receive terms clearly to avoid misinterpretation.
• Protocols regulating termination and suspension to protect members from risk.
• Warranties and expectations concerning smart contracts.
• Determining the appropriate law applicable to contracts and understanding where smart contracts are permitted.
• Importance of the entire agreement clause within the rest of the contract.

Unit 3: Changes and Variations:

• The importance of stressing how documents, including smart contracts, should be amended.
• Adequate variation clauses that help address scope variations proficiently.
• Variation clauses that allow contract management while providing flexibility for changes.
• Options for quantifying scope creep and fairly compensating for it.
• Time extensions and managing when and how changes are decided.
• Addressing physical impacts of construction projects on pre-established schedules with minimal impacts on contracting parties.
• Structures, sequences, and deadlines relevant to activities change, aiming for efficiency and minimizing misinterpretation.
• Processes for changing, removing, and adding events to negotiations or the contractual framework.

Unit 4: Contractual Documents and Payment Issues:

• The value of Letters of Intent and Award during pre-contract negotiations.
• The role of bonds in promoting contract performance and managing risk.
• Progress Payments Management and the misuse of consideration against services performed.
• Parent Company Guarantees and their role in risk management.
• Commercial subcontracting agreements to expedite processes.
• Ways to end contracts: analysis of suspension, termination, and natural contract closure.
• Studying losses caused by contractual breaches and measuring them.

Unit 5: Dispute Resolution:

• Preventing delays and conflicts by drafting clear contracts.
• Developing foresight in disputes and addressing them early.
• Negotiating disputes even after litigation has started.
• The relevance of courts and alternatives to litigation.
• Other forms of dispute resolution, such as mediation, in the context of smart contracts.
• Learning from past mistakes, reviewing contractual engagements, and restructuring future contracts based on evaluations.