Who should attend:
If you are in business in any capacity relating to buying or selling goods or services - sales executive, marketing representative, purchasing agent, material manager, contract administrator - or if you render legal or accounting services, this course is essential.
What you will learn:
Perhaps the greatest virtue and challenge of doing business in the United States is that it is a big market -- 50 states, each with its own set of laws governing commercial transactions. But, in today’s world, commercial dealings are interstate, crossing the borders. When one further considers that the rapid growth of international trade in recent years understanding basic concepts of contract formation, the buyer’s and seller’s obligations, and the remedies available to each in the event of nonperformance by the other party is critical. The program covers basic principles of contracting formation and performance issues that apply to both service contracts and contracts for the sale of goods. Special emphasis is given to the contents and practical, daily impact of Article 2 of the Uniform Commercial Code (“UCC”) on contracts for the sale of goods, but the seminar also focuses on common-law principles applicable to all types of contracts, as well as introduces attendee to the United Nations Convention on Contracts For the International Sale of Goods (“CISG”) and discusses some of the key similarities and differences between the UCC and CISG. While this course itself does not focus on public-sector contracting, it is be very helpful to anyone engaged in subcontracting process. Subcontractors and suppliers at all tiers may be subject, not only to a variety of flowdown provisions from the end user’s prime contract, but ultimately many of the rights and responsibilities of the subcontractor must still be determined by referring to the commercial contracting principles discussed in this seminar. As such, it is equally useful for subcontract administrators and other staff bidding on or performing federal and state contracts for goods, services, or construction. Each contract must be evaluated by its terms and conditions, as well as the governing jurisdiction’s laws, but this seminar will give you invaluable insight into what you generally can do and what you can't; what your company’s rights are and what risks your company runs; how to structure commercial transactions and how to avoid disadvantageous consequences. Indeed, if thoroughly studied and understood, and properly applied with practical sense, these principles, in conjunction with the UCC and CISG are commercial contracting roadmaps by which your company’s operations can be advanced and protected. Providing that opportunity is the purpose of this special program: Two days of immersion in the key practical and legal principles applicable to business dealings, conducted by an expert instructor. In addition to concentrated lectures, attendees will receive a comprehensive course Manual for use during the program and after the course has been completed as a desk reference on commercial contracting and Article 2 of the UCC.
Materials include:
• Manual
• Presentation Slides
The Basics Of Commercial Contracting Course Curriculum
1) Introduction – The Commercial Setting
2) Essential Elements Of Contract Formation a) Mutuality of Agreement i) Offer ii) Acceptance iii) The Statute of Frauds b) Lawful Purpose c) Valuable Consideration i) Types of Consideration ii) Inadequate and Illusory Consideration d) Capacity To Contract i) Agency and Authority ii) Types of Authority – Express, Implied and Apparent iii) Alternatives to Authority – Estoppel and Ratification
3) Frequently Used Commercial Contract Types a) Fixed Price b) Cost-Reimbursement c) Time & Material Or Labor Hour d) Indefinite Quantity Variations, including output and requirements contracts e) “Privity of Contract” – its Important and Effect on the Parties’ Rights and Obligations
4) Introduction to the Uniform Commercial Code a) Origin, Purpose and Applicability of the UCC b) Basic UCC Concepts and Definitions i) “Merchants” ii) “Good Faith” Requirement iii) “Reasonable” and “Seasonable” Time iv) “Goods” v) UCC Flexibility and the “Freedom to Contract” c) Contract Formation Rules under the UCC Article 2 – Similarities and Differences with Common Law contract formation principles i) The “Battle of the Forms” Rule ii) The “Firm Offer” Rule
5) Technological Complexities In Contract Formation a) The Uniform Electronic Transactions Act (“UETA”) and the Electronic Signatures In Global And National Commerce Act (“E-Sign”) b) Introduction to the Uniform Computer Information Transactions Act (“UCITA”)
6) Contract Performance Issues a) Bar to Unconscionability – Procedural and Substantive b) The Buyer’s and Seller’s Obligations i) The Concept of “Tender” under different types of contracts (shipment v. delivery) ii) Introduction to Incoterms® -- an Alternative to UCC Shipment/Delivery Provisions c) Risk Of Loss, Acceptance, and the Passage Of Title d) Seller’s and Buyers’ Excuse for Nonperformance e) Contract Interpretation Issues i) Common rules of interpretation ii) UCC Rules of Interpretation iii) Use Of Parol Evidence
7) Remedies for Breach Of Contract a) Types and Availability of Remedies to Parties i) Events Triggering the Parties’ Right to Seek Legal and Equitable Remedies b) Buyer’s Legal and Equitable Remedies i) Purpose ii) What Constitutes the Seller’s “Breach” iii) Anticipatory Repudiation iv) Rejection vs. Revocation of Acceptance v) Buyer’s Right to “Cover” vi) Monetary Damages – Direct, Consequential and Incidental vii) Specific Performance and Replevin c) Warranties i) Express Warranties – Scope and Coverage ii) Implied Warranties under the UCC – Interpretation and Effective Disclaimers iii) Introduction to the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act d) Seller’s Legal and Equitable Remedies i) Resale of Goods ii) Specific Performance iii) Remedies For Goods Not Yet Produced/Manufactured e) Remedies Available To Both Parties i) Adequate Assurances ii) Liquidated Damages iii) Recession and Reformation f) Statute of Limitations Considerations i) Options and Remedies ii) Retracting Repudiation iii) Effect of Retraction
8) Introduction to the UN Convention On The International Sale Of Goods (“CISG”) a) Purposes and Applicability b) Substantive Similarities and Differences between the CISG And the UCC c) Choice of Law Issues under the CISG
