PROJECT TOPICS
Boilerplate clauses |
|
|---|---|
| a. | ”No Oral Amendments”: |
|
A typical ”boiler-plate” clause: changes to the contract have to be done in writing. Is it possible for the parties to the contract to define the procedure for valid changes? What happens if the parties practice this in another way. |
|
| b. | “Entire Agreement”: |
| A typical “boiler-plate” clause: aiming at clarifying what terms may be considered to be part of the contract. This may be in contrast with general principles on interpretation and loyality in Norwegian law. Dealt with by: Henrik Wærsted Bjørnstad. Link to the full thesis (in Norwegian). Link to the abstract (in English). |
|
| c. | “No reliance ”: |
| A typical “boiler-plate” clause that aims at excluding the relevance of information exchanged during the negotiations. This may be in contrast with general principles of interpretation and loyality in Norwegian law. | |
| d. | “No-waiver”: |
|
A typical “boiler-plate” clause. Its purpose is to prevent the loss of remedies for breach of contract even if they aren't invoked within reasonable time. The clause may be abused. The relationship with the Norwegian doctrine of acquiescence is to be analysed. |
|
| e. | “Subject to contract ”: |
| A typical clause in Letters of Intent. Can the parties exclude any liability for their conduct under negotiations if they insert this clause? Dealt with, only in respect with English law, by: Christine Halvorsen Link to the full thesis (in Norwegian). |
|
| f. | “Subject to contract and best efforts, reasonable efforts”: |
| A typical clause in Letters of Intent. Can the parties exclude any liability for their conduct under negotiations if they insert this clause? Dealt with by: Bodil Kristine Høstmælingen Link to the full thesis (in Norwegian). |
|
Recurring legal terms/contractual concepts |
|
|---|---|
| g. | “Representations, warranties, conditions, covenants”: |
| The terms have different implications in Common law, which ought to be explained and compared to Norwegian law. Dealt with by: Tor Sandsbraaten Link to the full thesis (in Norwegian). Link to the abstract (in English). |
|
| h. | “Hardship”: |
| A clause typical for long term contracts, whereby the parties agree to renegotiate the contract in case of change in circumstances. Dealt with by: Herman Bruserud. Link to the full thesis (in Norwegian). Link to the abstract (in English). |
|
| i. | “Hold harmless, indemnification”: |
|
Indemnity clauses allocate between the parties the risk of losses. The wording of these clauses may have significant implications under English law. The ability of the wording to modify principles on liability and reimbursement of damages in Norwegian law should be analysed. |
|
| j. | “Representations and Warranties in share purchase agreements”: |
| Dealt with by: Margrethe Buskerud Christoffersen Link to the full thesis (in Norwegian). Link to the abstract (in English). |
|
| k. | Force majeure: |
| Typical clause: A circumstance that is beyond the control of the prevented party, could not be foreseen, etc. excuses from liability for non performance. How is “beyond the control” to be interpreted? As an objective allocation of risk between the two parties, or as a reference to the actual control that a party may have on a situation (i.e. by reference to that party's diligence). Relationship to common law doctrine of frustration, to CISG, to diligence of civil law (and to Nordic doctrine of control-liability). Dealt with by: Anders B. Mikelsen. Link to the full thesis (in Norwegian). Link to the abstract (in English). |
|
| l. | “Analyzing Liquidated Damages Clauses under Norwegian Law: Interpreting U.S. Clauses ”: |
|
Dealt with by: Edward T. Canuel |
|
| m. | “Liquidated damages, penalties”: |
|
The concepts have different functions and scope within Common law. Their relations to the other rules of damages (in contract) in Common law differ from what is common in Norwegian law. |
|
| n. | “Sole remedy ”: |
| This clause is often used to exclude liability for any damages beyond the reimbursement of the pre-estimated losses made in the liquidated damages clause. Its effects in respect of the Norwegian doctrine of damages should be studied. | |
| o. | “Material Adverse Change”: |
| A special condition precedent, especially within acquisition of shares. The buyer shall be released from his obligations if the financial or other situation of the company to be acquired has changed in the period between the offer became binding and the acquisition is completed. Dealt with by: Lars Ole Sikkeland Link to the full thesis (in Norwegian). Link to the abstract (in English). |
|
| p. | “Retention of title”, “Hold in trust ”: |
| These clauses aim at affecting the ability of third parties to attach goods transferred to a contractual party. Their effect might not be compatible with principles of Norwegian law on obligations. | |
Clauses in specific contract types |
|
|---|---|
| q. |
"Various reinsurance clauses": |
|
Dealt with by: Kaja De Vibe |
|
| r. |
"Mortgagees' interest insurance": |
|
Dealt with by: Silje Gundersen |
|
| s. |
"The Norwegian Marine Insurance Plan and Anglo american special conditions": |
| Dealt with by: Ingrid Lind Groh Link to the full thesis (in Norwegian). |
|
| t. | “Warranties” within contracts of insurance: |
| u. |
“Latent defects” within contracts of insurance: |
| v. | Petroleum law: |
| Topics regarding transport of gas. | |