esade

Contract techniques: standardisation of contract structure and contents (2225.YR.014164.1)

Datos generales

Tipo:

 OPT

Curso:

 1,2,3,4

Periodo:

 S semestre

Créditos ECTS:

 3 ECTS

Profesorado:

Grupo Profesor Departamento Idioma
Year 1 Guillermo Rey Carlon Derecho ENG

Grupo Profesor Departamento Idioma
Year 2 Guillermo Rey Carlon Derecho ENG

Grupo Profesor Departamento Idioma
Year 3 Guillermo Rey Carlon Derecho ENG

Grupo Profesor Departamento Idioma
Year 4 Guillermo Rey Carlon Derecho ENG

Prerrequisitos

There are no specific prerequisities. Having said that, all sessions will be conducted in English so that participants should have a good command of English and be able to argue and draft in that language. No previous knowledge of legal English is required though.

Conocimientos previos

This is intended to be a mostly practical course but it will require knowledge of contracts law.

Contribución de la asignatura al programa

The course will provide participants with reliable tools for them to understand the basic structure of a contract, recognise the main contract clauses and anticipate potential interpretation and implementation problems to turn business deals into contracts.

Objetivos de aprendizaje de la asignatura

The first part of the course will review the basics of contracts law so that all participants, regardless of the legal system in which they have been educated, are able to follow the next sessions. This course aims to introduce students to contract drafting by identifying the main structural features of a contract and the standard contractual language. The objectives of the course also encompass the understanding of the main issues to be addressed in each contract as well as recognising the potential problems their clauses may pose. The course will also describe the differences existing between contracts drafted under civil law and common law.

The course will be based on practical exercises and experience encountered when providing legal advice.

Contenidos

1. Contract law basics. Forming of a contract. Contract elements. Effects and validity.

2. General drafting guidelines, style and culture. Vocabulary, legal expressions and legalese. Plain English in the legal field.

3. Contract drafting in civil law and common law jurisdictions. Differences and typical mistakes.

4. Structuring of the transaction documents. Timeline of a contract. Formalities. Case study: letter of intent.

5. Conditions and covenants. Case study: condition or mere covenant?

6. Representations, warranties and indemnities. Consideration and price clauses. Case study: Price clauses in M&A.

7. CONTENIDOS

1. Contract law basics. Essential elements of a contract. Formation of a contract. Effects of a contract. Structure of a contract.


2. Contract drafting: A matter of style (I). General drafting guidelines. Vocabulary, legal expressions and legalese. Plain English in the legal field. Case study.


3. Contract drafting: A matter of style (II). Style and culture. Civil law vs common law. Differences and common mistakes. Drafting conventions.


4. Common clauses in business contracts (I). Turning business deals into contracts. Timeline of a contract. Formalities. Case study.


5. Common clauses in business contracts (II). Conditions and covenants. Representations and warranties. Indemnities.


6. Common clauses in business contracts (III). Purchase price mechanisms. Locked box. Price adjustments. Anti-embarrassment clauses. Earn-outs.

Metodología

The methodology applied in this course is fundamentally practical in focus, based on sessions dedicated to drafting and case studies.
Complimentary to the theoretical analysis carried out in each session, the students will be presented with a series of hypotheticals to solve. Participants will also have to prepare for the classes and case studies in accordance with the set guidelines and study materials, as well as actively participate in the classes and develop teamwork skills and abilities which will be of use for their future careers.

Criterios de evaluación

Students can only be assessed if they attend the established minimum number of classes, including lectures and participatory sessions. As a percentage, the minimum is 80% for students sitting the final exam for the first time and 50% for those re-sitting the exam. If students do not meet this condition, their mark will be recorded as "Absent?. These percentages, however, do not include justified absences.

Your grade will be made up of three components with different weights: 30% a written test at the end of the course (which will be structured as a multiple choice test); 50% assignments to be completed between sessions and 20% class work and class participation.

During the course, each student will be given three written assignments that will be reviewed and rated. Please note that each student has to timely deliver all the assignments to pass the course. Assignments will be posted through Moodle and students will be asked to deliver them also through Moodle within the term specified at the time the assignment is posted.

Bibliografía

Bibliography and specific materials will be recommended via Moodle for each session when necessary.

Horarios y secciones

Grupo Profesor Departamento
Year 1 Guillermo Rey Carlon Derecho

Horario Year 1

Del 6/9/2022 al 11/10/2022:
Cada martes de 16:00 a 18:00.

Martes 22/11/2022 de 16:00 a 18:00.

Viernes 3/2/2023 de 14:15 a 17:30.

Grupo Profesor Departamento
Year 2 Guillermo Rey Carlon Derecho

Horario Year 2

Del 6/9/2022 al 11/10/2022:
Cada martes de 16:00 a 18:00.

Martes 22/11/2022 de 16:00 a 18:00.

Viernes 3/2/2023 de 14:15 a 17:30.

Grupo Profesor Departamento
Year 3 Guillermo Rey Carlon Derecho

Horario Year 3

Del 6/9/2022 al 11/10/2022:
Cada martes de 16:00 a 18:00.

Martes 22/11/2022 de 16:00 a 18:00.

Viernes 3/2/2023 de 14:15 a 17:30.

Grupo Profesor Departamento
Year 4 Guillermo Rey Carlon Derecho

Horario Year 4

Del 6/9/2022 al 11/10/2022:
Cada martes de 16:00 a 18:00.

Martes 22/11/2022 de 16:00 a 18:00.

Viernes 3/2/2023 de 14:15 a 17:30.