The main goal of a contract lawyer is to ensure the validity of transactions and their enforceability, to minimize all types of risks for your organization
The knowledge and tools acquired during the course you will be able to immediately implement in your work to increase efficiency and protect the interests of your company.
Transactions, obligations. Contract: how to properly draw up, conclude and fulfill it
- The concept and types of transactions.
- Correlation of a transaction and other actions and legal facts.
- Legally significant message and transaction. Deals concluded by conclusory actions. Transaction as an actual action.
- The doctrine of counter satisfaction. Unilateral transactions.
- Duties under a unilateral transaction. Transactions and the Estoppel rule.
- Transactions and the rule of weak party defense.
- Transaction and authority.
- Proof of authority by actual acts.
- Challenging transactions.
- Invalid transactions. Disputable and void transactions. Sham and sham transactions. Agreement of essential conditions, their influence on the recognition of the contract as non-concluded. Ways of protection against recognition of the contract as non-concluded and invalid in court. Limitations of application of general rules on the consequences of invalidity of transactions.
- Special grounds for contesting transactions.
- Suspicious transactions and transactions with preference within the framework of bankruptcy legislation. Abuse of right as a ground for recognizing a transaction as void. Challenging transactions on the basis of large scale.
- Issues of conclusion and execution of a contract.
- Review of general principles and provisions affecting the proper preparation of the contract. Formalization and signing of the contract. Risks of contract termination and unilateral withdrawal from the contract. Fees for unilateral withdrawal from the contract. Actions in case of counterparty’s refusal to sign documents closing the transaction.
- The concept and types of obligations.
- Alternative and optional obligation.
- Methods of ensuring fulfillment of obligations.
- Termination of obligations.
- Topical issues of termination of obligations unilaterally. Peculiarities of the termination of obligations by the agreement on an assignment. Distinguishing the derogation from novation and alternative obligation. The moment of termination of the obligation. Issues of termination and the moment of termination of the obligation by set-off. Obligation to compensate for losses caused by termination of the contract.
- Issues of limitation of the debtor’s liability for obligations.
Tools for effective contractual work
- Contractual work. Regulations on preparation, coordination, signing, execution, accounting and storage of contracts (RDR).
- Construction of contractual work. Stages of contractual work.
- Preparation of draft contracts. Harmonization of draft contracts. Distribution of competence between the coordinating departments.
- Essential conditions of contracts. List of essential conditions of contracts.
- Problems of signing contracts. Authorized person of the counterparty.
- Liability in contractual work. DDR Code of Violations.
- Formation of contractual culture in the Company.
- Effective negotiation skills.
- Formalization of powers of attorney. Determining the scope of powers of a proxy. Regulations on issuing powers of attorney.
- Safe delegation of powers to the General Director. Delegation of authority matrices. How to divide powers between several directors.
- Signing “closing” documents. How to reduce the risks of a party not signing invoices, acts and the like. What to do if the counterparty does not sign “closing” documents.
- Regulations of legal claim work. Criteria for sending a claim. Checking the validity of incoming claims. Requesting the necessary documents from departments.
- Preparation for litigation. Checking the jurisdiction of the claim.
- Obligatory participation of a specialist of the “profile” division in the court process.
- Tactics and strategy of the court case.
- Electronic documents, signatures, electronic approval and electronic court proceedings.
Gray schemes of contractual and litigation work
- Qualities of a lawyer that allow the development and application of gray schemes. The boundaries of what is allowed: where gray schemes end.
- Responsibility and lack of responsibility for the use of gray schemes. What a lawyer is responsible for: what is considered a crime.
- Issues of contract law. Gray tricks and methods of contract interpretation. Problems of abuse of law in contract work: abuse of the principle of freedom of contract, abuse of the doctrine of protection of the weak party, problems of using contracts in controlled bankruptcy procedures.
- Actual ways of reducing the penalty and methods of counteraction.
- Problems of using the consumer status in contractual work.
- Counteraction to unilateral repudiation of the contract. Issues of reducing waiver fees.
- Issues of counteracting unfair behavior in the conclusion, execution and termination of contracts.
- Application of rules on contract interpretation as a way to counteract unfair contractual terms.
- Fictitiousness of a sham transaction: issues of counteraction to controlled bankruptcy. Ways of combating sham and sham transactions.
- Counteraction of unfair electronic correspondence.
- Issues of procedural law. Actual ways of changing jurisdiction. Abuse of procedural rights and ways to counteract them. Problems of falsification of evidence.
- Use of third parties in the process. Problems of sending postal correspondence in the judicial process.
- General idea of the Accounts Receivable Management System (ARMS) at the enterprise. Documentation.
- The main elements of the receivables management system: preliminary check of new clients – main mistakes at this stage, prevention of arrears, levers and ways of influence on problem debtors.
- Current accounts receivable and problem debts: peculiarities of work (difference between management and collection).
- Debt prevention: monitoring the financial position of the partner. What the manager should pay attention to, collection of additional information about the client, pre-collection, actions in case of detection of signs of bankruptcy of the counterparty, the role of the written regulations of SDSA in negotiations with debtors, the definition of the contact person with whom negotiations should be conducted, the goals and methods of work of the services of the company in the collection of overdue debts, psychological aspects of working with debt: help and properly executed threats, creating a database of solutions (histories), tricks with the execution of documents.
- Standard mistakes in the tactics of the collection process. Technical support of the CRMS – CRM-system.
- Improving the effectiveness of the claim procedure of debt collection. Features of information and reputational impact. Overcoming corruption barriers. Involvement of third-party specialists to work with problem debts. Analyzing the weaknesses of debt market participants (collectors, lawyers, etc.).