Day One Course Agenda

8:30 AM: REGISTRATION | 9:00AM: START | 5:00PM CLOSE

TOPIC 1:

Fundamentals of New Zealand Contract Law & Drafting Essentials

What a contract actually is under New Zealand law, and when you have already made one.

• What makes a contract legally binding under New Zealand Law

• Core elements: Offer, acceptance, consideration, intention to create legal relations, and capacity

• The implications of the Contract and Commercial Law Act 2017

• Distinguishing between legally binding agreements and informal arrangements

• The shift to plain English drafting and overcoming ambiguity in contracts

Exercise: A case study identifying valid and invalid contracts under New Zealand law, with group discussion on the key legal takeaways.

TOPIC 2:

Procurement and Tendering – Legal Considerations in New Zealand

Where probity and legal risk sit in the process, before you issue or respond.

• Understanding the ‘process contract’ principle in New Zealand tendering law

• Legal and ethical obligations for fair process under the Government Procurement Rules

• Managing risk during procurement – probity and transparency in both public and private sectors

• Legal considerations when responding to RFPs and submitting tenders

• Recent case examples: NZ case law that impacted procurement decisions and outcomes.

TOPIC 3:

Risky Clauses and How to Navigate Them

The clauses that cause the most damage, and how to handle them.

• Identifying high-risk clauses: indemnities, termination rights, penalties vs. liquidated damages, force majeure, and limitation of liability

• Commonly misunderstood clauses in NZ contracts and what they really mean

• How to negotiate terms that protect your organisation’s interests

• When are clauses considered unfair or unenforceable under NZ law?

• The Fair Trading Act 1986 and Unfair Contract Terms provisions in business-to-business agreements.

TOPIC 4:

Contract Disputes & Resolution in NZ

What your options actually are when the other side stops performing.

• What happens when contracts go wrong? - remedies for breach under New Zealand law

• New Zealand’s dispute resolution landscape: litigation, arbitration, and mediation

• The Benefits of Alternative Dispute Resolution (ADR) under NZ’s legal system

• Cost, time, and relationship considerations when resolving contractual disputes

Exercise: A mock media session illustrating dispute resolution dynamics in practice.

Day Two Course Agenda

8:30 AM: REGISTRATION | 9:00AM: START | 5:00PM CLOSE

TOPIC 1:

Advanced Formation, Interpretation and Risk Allocation 

How contracts really operate once the paperwork is disputed or unclear.

• Formation through a commercial lens - when formation is disputed
• Battle of the forms and conflicting terms: whose terms prevail?
• Incorporation of terms - standard terms, policies, emails and course of dealing
• Interpreting contracts in practice: ambiguity, context and commercial purpose
• Entire agreement clauses, misrepresentation under the CCLA, mistake and estoppel

Exercise: Analyse a commercial scenario involving conflicting terms and determine whether a binding contract exists, and on what terms.

TOPIC 2:

Strategic Drafting and Negotiation

Moving from reading contracts to shaping outcomes. 

• Drafting for clarity, certainty and enforceability - avoiding unintended consequences 
• Strategic use of definitions, schedules and boilerplate
• Negotiation frameworks: positions versus interests
• Identifying deal-breaker versus negotiable
• Leveraging bargaining power, managing counterparties, and redlining efficiently

Exercise: Review and mark up a complex clause set, improving your risk position and the clarity of the drafting.

TOPIC 3:

Complex Clauses and Advanced Risk Management

A deep dive into the clauses that are always heavily negotiated.

• Advanced indemnities - scope, limitations, caps and exclusions
• Limitation of liability: drafting enforceable caps
• Consequential loss - what it really means and how New Zealand courts interpret it 
• Liquidated damages versus penalties, and warranties versus representation 
• Force majeure, change in law, insurance and risk transfer

Exercise: Identify and restructure the problematic clauses in a high-risk commercial contract.

TOPIC 4:

Contract Management, Cancellation and Enforcement

What happens after signing - managing performance and protecting your position.

• Contract lifecycle management from execution to completion
• Early warning signs of breach or dispute
• Cancellation under the Contract and Commercial Law Act 2017 - when the right arises and how to exercise it 
• Notices, cure periods and procedural compliance
• Remedies, relief, without prejudice communications and settlement strategy

Exercise: Work through a breach scenario and determine the best commercial and legal response.

TOPIC 5:

Advanced Procurement, Probity and Public Sector Contracting

Where the real exposure sits when you are buying, tendering or spending public money.

• The Government Procurement Rules in practice - obligations, exemptions and where agencies get caught
• Probity in practice: conflicts, confidentiality and fair process
• The ‘process contract’ revisited - advanced implications and how. to exclude it
• Handling unsuccessful tenderers, debriefs and challenges to a procurement decision
• Contract variations and scope creep - the most common source of procurement disputes
• Panel arrangements, syndicated contracts and all-of-government agreements

Exercise: Review a live procurement scenario, identify the probity and legal risks, and decide how you would run the process differently.

TOPIC 6:

Dispute Resolution Strategy

Designing the exit before you need it.

• Drafting effective dispute resolution clauses
• Choosing between litigation, arbitration under the Arbitration Act 2002 - when it applies and what it means
• Preparing for and succeeding in mediation
• Managing legal costs and litigation risk