Contract Administration

The course is about organizing contract work in a company based on the Russian Civil Code: how to choose the type and form of a contract, set up internal approval procedures, properly conclude, perform, amend or terminate a contract, and reduce liability risks.

Block 1. Introduction

1. Why contract administration matters to a company.
2. The concept and scope of contract administration.
3. Discussion of participants' experience: what problems arise in contract work, what to watch for, and which counterparty breaches are most common.

Block 2. Working with the contract

1. Contract classification and form

• types of contracts and choosing the best type when entering into contractual relations;
• legal requirements for the form of a contract and the consequences of non-compliance;
• notarization and state registration of a contract.

2. Concluding a contract

Internal procedures:

• internal contract management regulations;
• initiating the conclusion of a contract;
• documents required for contract work (the minimum set of documents from resident and non-resident suppliers);
• departments involved in approval (accounting, security, compliance) and the issues each of them checks;
• the role of the legal department: legal review of the contract and verification of the counterparty's legal status.

External procedures ("Offer and Acceptance" business game):

• the binding nature of an offer for the offeror;
• counteroffer;
• time limits for acceptance;
• concluding a contract by exchanging documents or by drawing up a single document.

3. Contract sections and terms relevant to administration

• preamble: numbering, date and place of conclusion, names of the parties, persons authorized to sign;
• subject matter: essential terms by operation of law and by agreement of the parties;
• performance: proper performance, form, method and place of performance, performance by a third party and in favor of a third party;
• payment terms;
• contract deadlines;
• final provisions, details and signatures of the parties.

4. Amending and terminating a contract

5. Securing performance of obligations

The concept and importance of security; an overview of the main methods: penalty, earnest money, pledge, suretyship, independent guarantee.

6. Contractual liability

• conditions for civil liability;
• liability measures (damages and penalties) and what to provide for in the contract;
• grounds for release from liability.

7. Invalidity of a contract

Grounds for declaring a contract invalid: defects of form, content, parties and the will of the parties.

Block 3. Wrap-up

Answers to participants' questions and discussion of practical situations.

Duration: 10–12 academic hours. For upcoming dates, see the Schedule.