THURSDAY & FRIDAY, APRIL 3 & 4, 2025 * 1:30PM TO 4:45PM VIA ZOOM
Once negotiations are complete, it's essential to draft contracts that are both legally sound and commercially effective. It is a must that you do not only capture the outcome of negotiations but also ensure clarity and protect your interests.
Starting with the basics of what constitutes a binding contract, this two-session online training will explore core characteristics, elements, and stages of contract creation, from initial negotiation to final consummation.
You will learn how to craft clear statements of purpose and recitals, followed by practical approaches to structuring the body of a contract, including payment terms, taxes, due diligence requirements, and conditions for closing. By focusing on key commercial considerations, you’ll learn to draft clauses that safeguard your interests, such as representations and warranties, indemnity provisions, and termination clauses, all aimed at minimizing risk while fostering stronger, clearer agreements.
The webinar will also cover essential interpretation principles, like the plain meaning rule and contra proferentem, to ensure that your language is unambiguous and easy to enforce. By the end of the program, you'll have the tools to create robust, clear contracts that mitigate risk, foster smoother negotiations, and ensure mutual benefit.
Whether you’re dealing with complex transaction scopes, force majeure conditions, or governing law stipulations, you’ll leave with a toolkit of strategies to navigate even the most intricate contractual landscapes.
She is a Chief Legal Officer of a global company, Chairman of ICON Iloilo Power and Electric Corporation, Founder of Summit Structures Corporation, trained arbitrator, book author, bar review lecturer, and an Associate Professor of Law. She was the former Regulatory Legal Head of Meralco Power Gen’s Global Business Power, Assistant Vice President and Head of the Legal Department of ISOC Holdings, Inc. and all its subsidiaries, Chief Information and Compliance Officer of publicly-listed Ferronoux Holdings. She was also the Legal Counsel of Megawide Construction Corporation and Corporate Legal Head of Citicore Power, Inc. where she was in-charge of review and drafting of contracts, transaction documents and deeds among many others. She is a seasoned practitioner and subject matter expert on construction law.
She has a completed her Strategic Business Economics program from the University of Asia & the Pacific, Master of Laws from the Pamantasan ng Lungsod ng Maynila and a Doctor of Civil Law degree from UST Graduate School of Law.
I. MOU, Term Sheet, MOA, and Contract
II. Contract
a. Definition
b. Characteristics
i. Obligatory Force
ii. Relativity
iii. Mutuality
- Contracts of Adhesion
iv. Autonomy
c. Elements
d. Stages
i. Negotiation
ii. Perfection
iii. Consummation
e. Kinds
i. Real
ii. Consensual
III. Form of Contracts
a. Oral
b. Written
IV. Writing Requirement
a. Validity
b. Convenience
V. Private Instrument versus Public Instrument
VI. Interpretation of Contracts
a. Plain meaning rule
b. Scrivener’s error
c. Contra Proferentem
d. Other rules
VII. Statement of the Parties
VIII. Recitals/ Whereas Clause
IX. Body
a. Nature/ Scope of Transaction
b. Contract Price
- Manner of Payment or Payment Schedule
- Mode of Payment
- Inclusions or Exclusion
c. Taxes, Fees and Expenses
d. Due Diligence
e. Pre-Signing Requirements
f. Closing
g. Closing Conditions
h. Long Stop Date
i. Post-Closing Conditions
j. Refund and Reimbursement (Run Rate)
k. Fortuitous Event/ Force Majeure
l. Delay and Default
m. Undertakings of the Parties
n. Positive and Negative Covenants
o. Representations and Warranties
p. Remedies and Indemnification
q. Termination and its Effects
r. Suspension (payment/ performance)
s. Compensation and Set-off
t. Liquidated Damages
u. Miscellaneous Provisions
- Jointly drafted or independent legal advice
- Governing law
- Binding Effect
- Assignment
- Separability and Amendments
- Entire agreement
- Execution in counterparts
- Further acts and assurances
- No agency
- No waiver
- Electronic Access
- Dispute Resolution
- Notification
- Confidentiality
- Dealings of Parties
X. Question and Answer session
Contact Person: Glaisie Falculan
Mobile Number (+63 949) 870-1832
Telefax: (+632) 8842-7148 or 59
Email: glaisie.cgbp@yahoo.com
