Battle of the Forms and Managing the Contracting Process

CD & Manual
  389096TMX $199.00 USD Add to Cart
Credit Details
 84 Min. Audio MP3 - No shipping cost
   389096POD $199.00 USD Add to Cart
Credit Details
What is a Podcast?

Benefits

Effective contracting practices are critical to ensuring that contracts are made on acceptable terms. Ineffective practices can lead to a failure to achieve required terms or worse, a contract on terms that are contrary to one's objectives. Our fast-paced world increases the pressure as it is very easy for conflicting terms to be exchanged electronically without a complete meeting of the minds of the prospective parties. This live audio conference will teach you how to control the contracting process to avoid unacceptable terms by avoiding or winning the battle of the forms, how to get the warranties one wants, how to secure appropriate rights and remedies and limit those of the seller, and what to do if and when unsatisfactory goods are delivered.


Agenda

Scope and Applicable Law
  • UCC Article 2 – Sales of Goods
  • Other Applicable Law
Contracting
  • Minimum Requirements for a Contract
  • Statute of Frauds
  • Electronic Contracting
  • Consideration
    • Form Offers
  • Quantity: Output and Requirements Contracts
Contract Formation
  • Offer and Acceptance
  • Course of Performance, Course of Dealing and Usage of Trade
The Battle of the Forms – UCC 2-2207
  • UCC Favors the Existence of a Contract
  • Acceptance Can Occur Even If Different Terms Proposed
  • Merchants: New Terms Are Proposals
    • Materiality of New Terms
  • Conduct Establishes Contract
  • The Knockout Rule
    • UCC Implied Terms
    • Layered Contracting
  • Service Contracts
Best Practices for Contracting
Avoiding Third-Party Interests
  • Security Interests
  • Entrusting
  • Ownership of Work Product in Service Contracts
Warranties
  • Types and When Made
  • Implied Warranties
    • Merchantability
    • Title: No Infringement
    • Fitness for Particular Purpose
    • Course of Dealing or Trade Usage
  • Disclaiming Implied Warranties
  • Best Practices
Inspection and Rejection
  • Inspection Rights
  • Layered Contracts
  • Improper Delivery
  • Acceptance
  • Rejection
    • Duties With Respect to Rejected Goods
  • Revocation of Acceptance
Breach and Notice of Breach
  • Installment Contracts
Buyer's Remedies
  • Security Interest in Rejected Goods
  • Cover
  • Damages
    • Incidental and Consequential Damages
  • Specific Performance
  • Liquidated Damages
Avoiding Seller Remedies
  • Duty to Mitigate
  • Other Standards Applicable to Sellers
Force Majeure
Examples and Best Practices

Faculty

Darrell W. Pierce, Dykema Gossett PLLC

Darrell W. Pierce
  • Member of Dykema Gossett PLLC in Ann Arbor, Michigan
  • Practice focuses on corporate and commercial transactions, particularly those governed by the Uniform Commercial Code
  • More than 25 years of experience in the practice of corporate and commercial law
  • Co-leader of Dykema’s Lending Team, and member of Dykema’s Automotive Team
  • Served on the Article 9 Study Committee and the Article 9 Drafting Committee as the chair of the Article 9 Filing Project
  • Frequent lecturer on Uniform Commercial Code issues
  • J.D. degree, cum laude, University of Michigan Law School; A.B. degree, cum laude, Dartmouth College
  • Can be contacted at 734-214-7634 or dpierce@dykema.com




These Materials are Designed For

This live audio conference is designed for attorneys, purchasing managers, material managers, contract administrators, senior buyers, project directors, controllers and accountants.

CD & Manual - CD Set with bound 27 page manual
Podcast - 84 Minute MP3 with 27 page electronic manual - Immediate Access and No Shipping Cost