Imagination at work.

David Echenberg P&W Legal Counsel

November 20th , 2015

Session II – Contract Negotiation

See tutorial regarding confidentiality disclosures.

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Agenda

Today’s Class: Recap, Warranties, Termination, Dispute Resolution and Exercises

Next Class: Differences between national and international contracts

Final Class: Recap and Exercises

Title or Job Number | XX Month 201X

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Recap

1.Offer: one Party promises to take a specific action or provide something of value in the future;

2.Acceptance: the offer is unconditionally accepted by the other Party (e.g. without ‘ifs’, ‘but’ or ‘ands’) Art 1326;

3.Consideration, something of value is promised in exchange for the specific action, (e.g., money or effort);

4.There is the mutual intent of both Parties to carry out the agreement;

5.Capacity of the Parties in terms of age and mental ability;

6.Legally enforceable terms and conditions.

For an agreement between two or more parties to be a valid contract the following six requirements must be met.

Pro – Bono Contract Law| 20 November 2015

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Negotiations I

Buyer wants to buy six goldfish. Seller is willing to sell six goldfish.

After you have agreed to the terms of the contract, complete the following table to capture the parties’ agreement.

Points will be given for each exercise

In groups of two, one person being the Buyer and the other person being the Seller, negotiate the following contract and ensure to include all six elements in the agreement.

Pro – Bono Contract Law| 20 November 2015

Negotiating Contracts Exercise 1 Goldfish

Contractual Criteria Agreed Terms Points

1.

2.

3,

4.

5.

6.

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Warranties

1.Title: Seller promises to be the owner of the goods and is permitted to sell the goods to Buyer;

2.Materials: the goods are manufactured with the appropriate materials, e.g. ceramic frying pan not paper frying pan;

3.Time: Seller promises the Buyer to repair or replace the goods or re-perform the services for a specific period of time, e.g. 2 years;

4.Consumer Contracts:, There is a mandatory two year warranty from the time of delivery e.g. Decreto 206/2005 “Consumer Code.

Sellers are required to provide certain warranties regarding the quality of the goods or services provided.

Pro – Bono Contract Law| 20 November 2015

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Termination

If either the Buyer or the Seller do not do what they promised to do, the other Party may terminate the contract.1.Seller: If the Buyer promises to pay

but then does not pay, the Seller may stop performing or terminate the contract;

2.Buyer: If the Seller promise to provide goods or services and does not do so, the Buyer may stop payment or terminate the contract;

3.Force Majeure: If an event occurs that makes the contract no longer possible to perform, the contract may be terminated. Example: The ship transporting the goods sinks;

Pro – Bono Contract Law| 20 November 2015

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Dispute Resolution

Pro – Bono Contract Law| 20 November 2015

1.Negotiation: Normally as first step the parties will enter into some for of negotiation to resolve the dispute;

2.Mediation: If the negotiation fails, the parties may ask an expert to try to act as Mediator between the Buyer and Seller;

3.Courts: If parties are unable to find a compromise, either party may go to request the competent court to resolve the dispute;

4.Arbitration: The parties may have agreed in the contract to use arbitration as a means of resolving the dispute as opposed to the courts.

The Parties may have a dispute regarding the performance of the contract.

EXERCISE IIGroup A Team members are organizing a graduation party for the end of the school year.

Group B Team members are salespersons for a local disco that offers graduation parties.

Group A and Group B are to negotiate a valid contract at the best price that Group A and B can obtain.

Points will be given to members of Group A and Group B and at the end of the course, a prize will be given for the person with the most points.

Good Luck! 8

Pro – Bono Contract Law| 20 November 2015