| Dispute resolution, Design thinking and Structuring business transactions through contracts

How does this course relate to the programme curriculum: Does it develop on a prior course in the programme or is it a foundational or standalone course?

This course is a standalone course that builds on the learnings of Contract law. It focusses on the application of the principles of contract law in business and commerce across various industries.

It aims to equip students to hone their analytical skills, and to use contracts as a versatile tool for providing innovative solutions for real world client requirements.

This course will benefit students who wish to learn about the practical aspects of contract law in the business world. The course would focus on multiple industries (including emerging business areas) and the nuances of each industry for wading through complex business transactions.

Often, we ignore the importance of a well drafted contract until a dispute arises. That is when we regret not having included a clause or having agreed to a clause which we should have avoided.

These clauses and requirements vary largely from industry to industry. It involves knowledge of the mechanisms available under the contract law and an understanding of the business models of each sector.

There are various kinds of contracts – consulting contracts, vendor contracts, service contracts, employment contracts, financial / regulatory contracts such as credit guarantee contracts, risk guarantee contracts, terms of use contracts etc.

To help a business achieve its vision and goals, the role and importance of a good lawyer cannot be emphasised upon enough. This course would focus on business verticals and compare and analyse the nuances of contracts across businesses.

Describe how you have approached the course. What have you included/excluded and why? Choice of materials: primary or secondary readings / case law;

This course includes real time case studies from my professional client experience to simulate creative and analytical legal thinking. It would not include revision of specific provisions of the Contract Act and students would be expected to have a prior understanding of the same.

For instance, a Europe based software company might have a backend office in India. To develop the software, it would need to pass the client’s data to its team in India. The client could be an American entity. What kind of a contract can define the transaction and the risks? Which laws would apply in such a scenario? And how would the company ensure compliance of all laws?

On the other hand, a government agency wants to set up a waste management facility project. It has some funds but does not wish to give them as grants. It would like to explore options on how to channel those funds to maximise the participation by agencies in collaborating on this project. If you are their lawyer, what sort of solutions could you provide?

Through this course, we aim to answer these questions by understanding the versatility of contract laws across the different industry sectors and the inter-linkage of contract laws with other laws.

Primary material would be case study and mock class exercises. Secondary material would be academic journal readings.

Describe your pedagogical method: lectures, Socratic discussion, seminar style discussion, response papers or group work, field work;

This would be a seminar style discussion mixed with group work for drafting exercises. Students would learn first-hand clause by clause contract drafting along with simulation exercises for negotiation.

Describe the layout of the course: module structure and sequence.

The course would cover the life cycle of a transaction – from understanding business requirement, strategizing an appropriate solution, drafting an agreement, negotiation an agreement, thinking through potential issues of dispute and working towards a dispute resolution plan.

Course Objectives

Example for a Property Law course: an understanding of the basic principles of property law / ability to solve hypothetical problems /the ability to review and draft sale, lease and mortgage documents /the capacity to think like a transactional lawyer who brings together legal and commercial considerations.
The key skills, knowledge and dispositions that students will achieve by the end of the course • A deeper understanding of the principles of contract law including practical implications

• Ability to think through innovative legal solutions by applying design thinking principles to legal services

• ability to identify necessary clauses in a contract

• the capacity to think like a lawyer who brings together legal and technical considerations

• understanding contract negotiations

• ability to differentiate between negotiable and non-negotiable clauses The aim is for the students to be able to take back an overall understanding of transactions across industry sectors, to be able to apply the principles of contracting in different industries and sectors, and to be able to draft effective solution-based contracts.