Decide when expert determination is the appropriate mechanism compared with arbitration or litigation.
Law & Contract Management
Expert Determination for Technical, Valuation and Accounting Disputes
Draft expert determination clauses and run the process for technical, valuation and completion accounts disputes where a fast, expert-led decision matters more than a fully reasoned judgment.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
Some disputes are not really legal arguments at all; they are disagreements about a number, a measurement or a technical judgment that an expert can resolve faster and more cheaply than a court or arbitral tribunal. Expert determination exists for exactly this category of dispute, and this course teaches participants when to choose it, how to draft a clause that will actually work when a real dispute arises, and how to run the process once it is triggered. Sessions cover drafting the reference so the expert's mandate, the material to be considered and the procedure and timetable are clear enough to avoid a satellite dispute about the process itself, and address the narrow grounds, typically manifest error or excess of jurisdiction, on which an expert's decision can later be challenged. The course applies these principles to the disputes where expert determination is most common: completion accounts and price adjustment disagreements in share and asset purchase agreements, valuation disputes between shareholders or joint venture partners, and technical disputes in construction, engineering and IT contracts. Participants also compare expert determination against arbitration, so they can advise confidently on which mechanism suits a given contract, and practise appointing and instructing an expert through a realistic completion accounts scenario.
Expected Learning Outcomes
Draft an expert determination clause specifying the expert's mandate, procedure and timetable clearly.
Identify the narrow grounds, such as manifest error, on which an expert determination can be challenged.
Manage a completion accounts or price adjustment dispute through the expert determination process.
Structure a valuation dispute reference between shareholders or joint venture partners for expert resolution.
Appoint and instruct an independent expert for a technical dispute in construction, engineering or IT contracts.
Advise on the finality and enforceability of an expert's determination once it is issued.
Who Should Attend
In-house counsel drafting dispute resolution clauses for share purchase and joint venture agreements
Corporate finance and M&A professionals managing completion accounts and earn-out disputes
Construction and engineering contract managers handling technical valuation disagreements
Company secretaries and shareholders managing valuation disputes under articles or shareholder agreements
Dispute resolution lawyers advising on the choice between expert determination and arbitration
Accountants and valuers acting as, or instructing, independent experts in commercial disputes
Course Modules
Select any module to see its sessions and points.
01Choosing and Drafting the Expert Determination Clause
2 sessions · 8 points
Session 1When Expert Determination Is the Right Mechanism
- Distinguish disputes suited to expert determination, being technical or valuation questions, from legal disputes.
- Compare expert determination against arbitration and adjudication on speed, cost and finality.
- Assess the limits of expert determination for disputes involving disputed facts or complex legal argument.
- Identify contract types where expert determination is standard practice, including share purchase agreements.
Session 2Drafting a Clause That Withstands a Real Dispute
- Define the expert's mandate precisely, specifying the exact question the expert is being asked to decide.
- Set the procedure and timetable for submissions, evidence and the expert's decision.
- Specify the criteria and process for appointing the expert, including a fallback appointing body.
- State expressly that the expert's decision will be final and binding, subject to narrow exceptions.
02Running the Expert Determination Process
2 sessions · 8 points
Session 1Appointing and Instructing the Expert
- Select an expert with the specific technical, valuation or accounting expertise the dispute requires.
- Draft terms of appointment covering the expert's mandate, fees, confidentiality and liability.
- Agree the procedural rules for the reference, including whether the expert will hold a hearing.
- Address conflicts of interest and independence requirements when appointing the expert.
Session 2Managing Submissions and the Expert's Decision
- Prepare submissions and supporting evidence appropriate to an expert determination rather than litigation.
- Respond to requests for further information or clarification from the expert during the reference.
- Review the expert's draft or final decision against the scope of the original mandate.
- Communicate the outcome to stakeholders and implement any resulting price or account adjustment.
03Applying Expert Determination to Common Dispute Types
2 sessions · 8 points
Session 1Completion Accounts and Price Adjustment Disputes
- Frame a completion accounts dispute as a set of specific accounting treatment questions for the expert.
- Address disagreements over accounting policies, estimates and the interpretation of the purchase agreement.
- Manage the interaction between the expert determination clause and the underlying accounting standards referenced.
- Calculate the final price adjustment based on the expert's determination of the completion accounts.
Session 2Valuation and Technical Disputes
- Structure a share or business valuation reference, including the valuation methodology the expert should apply.
- Manage shareholder or joint venture valuation disputes arising from a pre-emption or exit mechanism.
- Frame technical disputes in construction, engineering or IT contracts as discrete questions for expert decision.
- Coordinate expert determination with parallel adjudication or arbitration proceedings on related issues.
04Challenging and Enforcing Expert Determinations
2 sessions · 8 points
Session 1Grounds for Challenging an Expert's Decision
- Identify manifest error, fraud and departure from the agreed mandate as recognised grounds for challenge.
- Assess the high threshold courts apply before interfering with a final and binding expert determination.
- Distinguish a disagreement with the expert's judgment from a valid legal ground for challenge.
- Advise a client realistically on the prospects of overturning an unfavourable determination.
Session 2Enforcing and Learning from the Outcome
- Enforce an expert determination as a contractual obligation where a party fails to comply voluntarily.
- Incorporate the determination into completion mechanics, payment schedules or account adjustments.
- Review the drafting of the expert determination clause in light of how the process actually unfolded.
- Update template clauses and playbooks based on lessons learned from the reference.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
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