Drafting Commercial Contracts

Drafting International Commercial Contracts

Daily contract activities are increasingly focused on negotiating and drafting contracts in English, subject to different choices of law, e.g. Danish, German, Swiss, English, French or US law. But how does the choice of e.g. Danish, Swiss or English Law influence e.g. the interpretation of the contract and the validity of limitation of liability and penalty clauses? And what about the effect of best efforts, force majeure and termination clauses? What should the prefered choice of law and jurisdiction be? And how should the clauses be formulated in order to have the expected effect?

By taking this course, you will understand the basic legal considerations when negotiating and drafting international commercial contracts, subject to different choices of law and jurisdiction. You will be able to understand the most important differences between common and civil law, and how you must adress this when negotiating and drafting international contracts. You will also be able to better understand the "mindset" of negotiaters and drafters from other jurisdictions, and by doing that, you will be better to propose and implement the necessary solutions to the benefit of your organisation or client.

Participant profile

The typical participant work as a contract manager, lawyer or inhouse counsel in an SMV, export company or a multinational company or in public procurement organisation, or act as an advisor for such company or organisation. The participant has a desire to better understand different legal cultures and negotiation styles, so that daily negotiations and contract drafting can be more efficient and with fewer conflicts. Finally, the participant simply wants to make better contracts that works!

Kurset kan godkendes som obligatorisk efteruddannelse for advokater.

Material

As part of the course there will be a comprehensive collection of materials (approx. 200 pages of contracts, laws, cases etc.). The material is accessible via NSCCM´s homepage.

Online live streaming offered

Upon request, you can now choose to have livestreamed training through microsoft teams. Contact NSCCM by email britt.torp@nsccm.dk or by mobile number 7020 0131 for an appointment.

Mandatory Online live streaming - small cohorts

Please note, that we reserve the right to conduct the entire training online, if there are 6 students or less enrolled in a course. We will inform you no later than 1 week before the first day of lessons, should this be the case. We do this instead of cancelling the course.

Teachers

René Franz Henschel

Professor at Department of Law, Aarhus University. IACCM/World Commerce & Contracting Certified at Expert Level

René is an experienced educator and researcher in contract law as well as contract management. He has published a large list of articles and books concerning the subjects and has a lot of practical experience through his work as a consultant – working for law firms, regions, municipalities and IT suppliers amongst others. René is a member of the IACCM/World Commerce & Contracting Advisory Board as well as being co-writer of many of the textbooks that we use in our education. 

Content /Indhold

Content

The course will initially focus on the legal method which is necessary to consider when drafting international commercial contracts. Then, a selection of the most important contract clauses will be analyzed from the point of view of negotiating and drafting the best posible clause for the particular purpose and circumstances of the contract, including choice of law and jurisdiction. Among others, the following clauses will part of an analysis:

1. Letters of intent, Non-disclosure and Recitals

2. Interpretation clauses and good faith and fair dealings

3. Best efforts clauses

4. Penalty clauses

5. Limitation of liability clauses

6. Force majeure and hardship clauses 

7. Termination and post-contractual obligation clauses

8. Law and venue clauses

 

As part of the course the background law must be considered, and the most important differences between drafting techniques in civil law and common law will be highlighted, with a basic reference to Danish contract law and international contract rules and principles.

The course is interactive, and requires you to participate in discussions and exercises.

Participants need to be reasonably fluent in English.

Teachers

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