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The Contract Law Institute
Now Available
In-House

The Institute is designed to provide contract professionals with an overview and update of both Government and commercial contract law principles and rules. Many contract professionals are working with both Government and commercial contracts as their organizations diversify and expand in the commercial marketplace-and acquisition streamlining continues to drive us toward commercial contracting principles, rules and practices.

There are two separate and distinct bodies of law and contract professionals must understand the underlying principles, rules, similarities, differences, and the relevance of both components in today’s Government and commercial marketplaces. And that is the purpose of this course-to review the state of the law in Government contracts and analyze the law and practice of commercial contracting-especially as commercial contracting relates to Article 2 of the UCC (Uniform Commercial Code).

This will be accomplished through a teaching and learning methodology of lecture, discussion and practical exercises. Participation in the course is encouraged. The course will provide experienced contract professionals with an opportunity to review the basics and new contract professionals with comprehensive coverage of both Government and commercial contract law.

The course will be presented by an experienced faculty of contract law practitioners. Their credentials are detailed below. Each attendee will receive, in addition to the instruction and hands-on exercises, a comprehensive set of materials for use during the program and as a reference source to use on the job.

Although the Institute may not provide specific answers to each and every question you may have, we are confident that the key insights, guidance, and resources you receive will prepare you for your continuing role in both the Government and commercial marketplaces.

Course Curriculum

COMMERCIAL CONTRACT LAW

FOUNDATIONS

  1. ESSENTIAL CONTRACT ELEMENTS
    1. Contract Offer
    2. Contract Acceptance
    3. Lawful Purpose
    4. Required Definiteness
    5. Capacity Of Parties
    6. Consideration
    7. Mutual Obligations
  2. COMMON LAW PRINCIPLES
    1. Absence Of UCC
    2. Applicability Under UCC
  3. TYPES OF CONTRACTS
    1. Parties Involved
    2. Nature Of Work
    3. Form Of Payment
    4. Special Nature
  4. WHO CAN DO WHAT?
    1. The Problem Of “Authority”
    2. Employees
    3. Agents
    4. Independent Contractors
    5. Actual Authority
    6. Incidental Authority
    7. Apparent Authority
    8. Authority By Ratification
    9. Principal’s Liability
    10. Agent’s Liability
    11. Termination Of Authority

    UCC FUNDAMENTALS

  5. ORIGINS OF THE CODE
  6. BASIC UCC CONCEPTS
  7. COVERAGE OF SALES
    1. UCC Article 2
    2. “Sale” Of “Goods” Coverage
    3. Transactions Not Covered

    WHAT MAKES A CONTRACT

  8. GENERAL STANDARDS
    1. What’s A“Contract”?
    2. Intent To Contract
    3. Finding Agreement
  9. MUST CONTRACT BE WRITTEN?
    1. “Statute Of Frauds”
    2. Writing Required
    3. What Is A“Writing”?
    4. Writing Not Required
  10. OFFER TO CONTRACT
    1. Oral Or Written
    2. Specifying Acceptance
    3. Unspecific / Incomplete
    4. With Unacceptable Terms
    5. Revocable Before Acceptance
    6. “Firm” Offers
  11. ACCEPTING THE OFFER
    1. Formal & Proper
    2. Varying Required Form
    3. Starting Work
    4. Shipping Goods
  12. BATTLE OF THE FORMS
    1. The Problem
    2. Standard Contract Rule
    3. Special UCC Provisions
    4. What’s In The Contract?
    5. Effect Of Conduct
  13. MODIFYING THE CONTRACT
    1. Written/Oral Modification
    2. Without Consideration
    3. Waiver

    WHAT DOES IT MEAN?

  14. INTERPRETING THE CONTRACT
    1. Plain Meaning Of Words
    2. Resolving Ambiguities
    3. Course Of Performance
    4. Course Of Dealing
    5. Usage Of Trade
    6. Varying Written Terms

    PROBLEMS DURING PERFORMANCE

  15. OWNERSHIP OF GOODS
  16. RISK OF LOSS
  17. IMPOSSIBILITY OF PERFORMANCE
  18. ANTICIPATORY REPUDIATION
  19. ASSURANCE OF PERFORMANCE
  20. CHANGING THE PLAYERS

    FINISHING UP

  21. DELIVERING THE GOODS
    1. When Contract Is Silent
    2. Shipment Contracts
    3. Character Of Delivery
  22. ACCEPTANCE & REJECTION
    1. Buyer’s Inspection Right
    2. Inspection Expenses
    3. Rejection Of Goods
    4. After Rejection
    5. Acceptance Of Goods
  23. PAYMENT
    1. Cash
    2. Letter Of Credit
    3. Check
    4. Before Acceptance
    5. Extending Credit

    UCC WARRANTIES

  24. EXPRESS WARRANTIES
    1. Affirmation & Promise
    2. Description
    3. Sample
    4. Puffing & Opinion
    5. Clauses
    6. Remedies For Breach
  25. IMPLIED WARRANTIES
    1. Types
      1. Merchantability
      2. Fitness for purpose
    2. Exclusion Of Warranties
    3. Remedies for Breach
  26. SPECIAL CONSIDERATIONS
    1. Cumulation Of Warranties
    2. Conflict Of Warranties
    3. Liability To Third Persons
    4. Federal Warranty Act

    TROUBLE & CURE

  27. BREACH OF CONTRACT
  28. GENERAL CONSIDERATIONS
  29. SELLER’S REMEDIES
  30. BUYER’S REMEDIES

GOVERNMENT CONTRACT LAW

  1. THE PROCUREMENT SETTING
    1. Branches Of Government
    2. Major Regulations
    3. The Procurement Process
  2. SEALED BIDDING
    1. Legal Requirements
    2. Invitation For Bids
    3. Bid Preparation & Opening
    4. Eligibility Requirements
    5. Legal Coverage Of Bid Mistakes
    6. Bid Protests
    7. The Contract Award
  3. COMPETITIVE NEGOTIATION
    1. Rules Regarding Its Use
    2. RFP’s
    3. Regulations Of Each Contract Type
  4. LAWS COVERING CONTRACT COSTS
    1. Cost Principles
    2. The Cost Accounting Standards
    3. Disclosure Statements
    4. The Truth In Negotiations Act
    5. Data Submission
    6. Government Audits
    7. The GAO
    8. Inspectors General
  5. SOCIOECONOMIC REQUIREMENTS & LEGAL ISSUES
    1. Small Business Set-Asides
    2. Equal Access To Justice Act
    3. Women Owned Small Businesses
    4. Nondiscrimination
    5. Labor Standards
    6. The Service Contract Act
    7. Buy American Act
    8. Environmental Protection
    9. Drug-Free Workplace
  6. FRAUD & ETHICAL ISSUES
    1. Civil False Claims Act
    2. “Qui Tam” Provisions
    3. Criminal False Claims Act
    4. False Statements Act
    5. Mail & Wire Fraud
    6. Program Fraud Civil Remedies Act
    7. Major Fraud Act
    8. Anti-Kickback Enforcement Act
    9. Bribery & Illegal Gratuities Statutes
    10. Procurement Integrity Act
    11. The Byrd Amendment
  7. CONTRACT SPECIFICATIONS
    1. Specs, Standards & Purchase Descriptions
    2. Govt. Warranties Of Specifications
    3. Contract Compliance
    4. Defective Specifications
  8. GOVT. PROPERTY
    1. Govt. Obligations & Requirements
    2. Contractor Obligations
    3. Contractor Remedies
  9. CONTRACT CHANGES
    1. Standard Contract Issues
    2. Authority
    3. Duty To Proceed
    4. Formal Change Orders
    5. Required Procedures
    6. Constructive Procedures
  10. DELAYS
    1. Compensable Delays
    2. Contract Clauses
    3. Excusable Delays
  11. EQUITABLE ADJUSTMENTS
    1. Rules Of Computation
    2. Proving The Amounts
    3. Notice Of Claims
  12. INSPECTION & WARRANTY
  13. PAYMENT
  14. TERMINATIONS
    1. Termination For Default
    2. Termination For Convenience
  15. CLAIMS, DISPUTES & REMEDIES
    1. The Contract Disputes Act
    2. Applicable Contract Clauses
    3. The Path
    4. Types Of Remedies Available
    5. Asserting A Claim Against The Govt.
    6. The C.O.’s Authority & Decisions
    7. Boards Of Contract Appeals
    8. Federal Court Proceedings
  16. SUBCONTRACTING
    1. Subcontractor Disputes & Remedies
    2. Govt. Control
    3. Subcontract Terms Conditions
    4. Legal Overview