Who Should Attend

Who Should Attend

This course is ideal for contract managers or persons employed in the role of managing contracts to fulfil their responsibilities in an effective way.

Course Outline

Day 1

Roles and Responsibilities of a Contract Manager

• Drafting skills

- Formalities, structure and format
- Drafting with or without precedents

• Commencing the contractual process

- Relationship building
- Setting Targets, timelines and periodic review

• Defining expectations
• Project Manager – Outsourcing contracts
  - Role definition and responsibilities

Features of Contract Management

• Contract Management Process
• Contract Administration
• Negotiating and Managing Performance through Service Level Agreements

- Identify issues to be managed
- Establish an effective team
- Lists of services and deliverables expected
- Importance of having a well-constructed SLA
- Evaluating and managing contractor performance
- Developing, implementing and measuring Key Performance

• Indicators to monitor the quality of service

- Drive business value to meet company's goals

• Statement of Works
• Change Orders
• Outsourcing Contracts

- Checklists for IT Outsourcing contracts
- Services to be performed by vendor
- Charges e.g. GST
- Hardware and software
- Project managers
- Warranties e.g. performance standards
- Backup and disaster recovery
- Exclusion of liabilities
- Turn-back services
- Indemnity
- Confidentiality
- Force majeure
- Waiver
- Assignment
- Entire agreement
- Governing law

• Intellectual Property management Issues

- Patents
- Trademarks and service marks
- Confidentiality clauses
- Copyrights, industrial designs

Managing Smart Contracts in the Metaverse

• traditional (paper contract) v smart contract (paperless digital code)
• blockchain “Code in law” = terms & conditions of smart contract
• computer code in block of data on blockchain protocol in decentralized space
• blockchain oracles – real world data
• decentralized autonomous organizations (= DAO) use smart contracts
• “Smart contract” created in Blockchain

      - Expressed through computer programming language e.g. Solidity

Enforceability – Is the contract enforceable?

• Offer & Acceptance

- Invitation to treat e.g. auction and tenders
- Electronic formation of contract e.g. e-offer or e-acceptance

• The Enforcement of Bargains

- Consideration
- The requirement of a benefit/detriment in a contract
- Rules of consideration in drafting innovative contracts

• Intention to Create Legal Relations
• Capacity to contract

- Minors
- Companies
- Mentally ill persons

• The Contracts (Rights of Third Parties) Act

An Effective Contract Manager's Essential Negotiation skills

• Clarifying objectives & goals
• Bargaining tools
• Compromising without losing out
• PIOC Harvard Techniques
• Tips for a Successful Negotiation

The Contents of Contract – how to manage?

• Standard form contracts
• Conditions and Warranties
• Complex Terms
• The Suisse Atlantique case
• Identifying fundamental terms and minor terms
• Recognising the practical significance of this distinction as remedies vary
• Express & Implied Terms
• Parol Evidence Rule
• Unconscionable bargains and unreasonable terms of contract
• The incorporation of terms

- Implication by custom
- Implication by fact
- Implication by law

• Interpretation of Terms

- From literal to contextual interpretation
- Inadmissible evidence

• Exclusion Clauses

- Contra proferentum rule
- Exceptions of negligence liability under the Unfair Contract Terms Act
- The enforcement mechanism under Statutory restrictions

Day 2

Managing Contract Performance

• Variations to the existing contract – Negotiating variations and potential legal pitfalls
• Extensions and renewals – effective use of extension and renewal clauses, best practices with regard to notices
• Completion of works and original expectations – reviewing contract specifications and matching with performance
• Withdrawing from the contract – understanding the legalities of wrongful withdrawal
• Termination and post-termination actions

The Effective Use of Service Level Agreements

• Measuring performance levels
• Key performance Indicators
• SLA and the substantive Contract between the parties
• Penalties, Charges, Earn back points and Invoice Adjustments

Contract Review and Meetings

• Identifying performance issues
• Constructing an Agenda for a meeting
• Setting out specific roles for participants in the meeting
• Anticipating the positions and expectations of the other party
• Managing the meeting process

Managing Contract Documentation

• Files and records
• Defensive record keeping for evidential purposes
• Version controls and software
• Document sharing and security

Vitiating Factors in a Contract

• Mistake

- Non est factum
- Fundamental mistake about contractual document

• Misrepresentation

- Identifying representations from terms of contract
- Identifying actionable statements and omissions
- Silence (non-disclosure) to constitute misrepresentation
- The three types of fraudulent, negligent and innocent misrepresentation
- Consequences of misrepresentation
- Remedies available
- What is rescission?
- Damages under Misrepresentation Act
- Restitution, indemnity and damages at Common Law

• Duress to person and property

- Illegitimate pressure
- Voidable contracts

• Undue Influence

- Voidable contracts

• Illegality

- Presumption
- Void contracts at common law
- Contract in restraint of trades
- Illegal contracts

Termination of contracts

• Discharge of contracts

- By performance
- By agreement
- By frustration

• • Effects of frustration under Frustrated Contracts Act
  • Money paid or payable
  • Legal impossibility
  • Physical impossibility
  • Impossibility of purpose

• By repudiatory breach
• Self-induced frustration

Construction of the Contract

• Express provision
• Hardship clauses or intervener clauses
• Force majeure

Remedies for the Breach of contract

• Assessment of damages – the compensatory aim
• Obtaining injunctions
• Liquidated damages
• Penalty clauses
• Remoteness of damage under the rule in Hadley v Baxendale
• Speculative damages
• Mitigation of damages
• Specific performance
• Quantum Meruit (for the work done)

Enforcement Methods

• Identifying and evaluating the various strategies in dispute resolution
• Litigation, arbitration and mediation, mini-trials
• Ways to structure efficient dispute resolution clause

Trainer's Profile

The Trainer

Prof Catherine Tay Swee Kian has more than 38 years of experience lecturing law as Associate professor at the National University of Singapore (NUS) Business School, Department of Strategy & Business Policy. She is a Barrister-at-law from Lincoln’s Inn, United Kingdom. Prof Tay is also an Advocate & Solicitor of the Supreme Court of Singapore and an author of several law books including her best seller books on Contract Law and Director Duties & Corporate Governance.

Prof Tay studied law at Queen Mary College, University of London and graduated with an honours degree in Bachelor of Laws and a degree in Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance laws. She was called to the English Bar by Lincoln’s Inn in 1978. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson. She won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore. She was called to the Singapore Bar in 1980.

Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented numerous papers at many conferences and seminars on Business Law, Medical Law & Ethics, Company and Insolvency Laws both overseas and in Singapore. Prof Tay is an examiner on law subjects for a number of professional bodies in Singapore and overseas. She was the external examiner on medical law ethics at the Hong Kong University, Law Faculty (2007-2008).

Prof Tay conducts in-house customised corporate programmes and seminars / workshops for commercial firms, banks, hotels, hospitals, statutory boards and companies, clubs and associations on topics such as contract management; corporate governance in both public and private sectors including public-private partnership contracts; tender bids bidding in procurement contracts; service level agreements and tenancy agreements. For over 4 years annually, she was the Programme Director, for a Singapore-Commonwealth Third Country Training Programme, Singapore- Commonwealth Advance Seminar for Chief Executives 28 May – 7 June 2008, jointly sponsored by Ministry of Foreign Affairs and the Commonwealth Fund for Technical Co-operation Commonwealth Secretariat London, United Kingdom at Training Institution – National University of Singapore Business School.

Prof Tay received her 38 years Long Service Award from the Marketing Institute of Singapore (MIS) on 2 November 2019. She was awarded the top trainer in MIS.

Prof Tay was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She gave lectures in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 12 years on labour laws in industrial relations. She was the local teaching affiliate lecturing business law for Adelaide University, Australia.

Prof Tay lectures on “The Legislature, Policy Formulation & Implementation for Good Governance” to Ministers from Nigeria, Kaduna State Legislators” on 16-18 April 2018 at Singapore 2018 Capacity Building Retreat at Singapore Institute of Management (SIM) Professional Development. She also lectures on “Leadership & Governance” to Legislators from Kenya, 21-22 May 2018 at SIM Professional Development. She also lectures Public-Private Partnerships (PPP contracts) and joint ventures to global audience. She gave lectures several times on Corporate Governance to bankers from Uzbekistan.

Prof Tay is currently a member of the National Healthcare Group Institutional Review Board (IRB) of Domain Specific Review Board tasked to review the scientific and ethical aspects of research protocols since 2002. She received her 15 Long Service Award from NHG IRB in 2018. She is also currently a member of the Centralised Institutional Review Board (IRB), Singapore Health Services Pte Ltd tasked to review clinical protocols for human subject experimentation. She was a member of the panel for lay persons for the National Transplant Ethics Committee, Ministry of Health in 2009- 2011.

Prof Tay is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists. She has lectured in executive training courses at the NUS Extension in professional and business management law courses for over 34 years. She has supervised medical students in electives onMedical ethics & law at the NUS Yong Loo Lin School of Medicine, and also for University of Manchester at Singapore Polytechnic. She also lectured nursing students in nursing law and ethics at the NUS Alice School of Nursing as well as in Nanyang Polytechnic. She has lectured medical law and biomedical ethics in the NUS Faculty of Dentistry for more than 15 years.