Course list

In today's fast-paced business environment, it is important to know the general legal framework governing contract law and the essential elements necessary to create an enforceable contract.

In this course, you will gain the tools you need to navigate legal contracts. You will spend time exploring various bodies of law, breaking down the elements necessary for an enforceable contract and recognizing opportunities to avoid the inadvertent creation of enforceable contractual obligations. Though this course does not teach you how to become a lawyer, it will enable you to become a better "client" to lawyers in your legal department or outside counsel. By the end of this course, you will become more skilled at recognizing possible legal issues at an early stage in order to avoid future contractual disputes.

  • Feb 25, 2026
  • Apr 22, 2026
  • Jun 17, 2026
  • Aug 12, 2026
  • Oct 7, 2026
  • Dec 2, 2026

How do you ensure a contract says what it means? This course provides tools to make certain that a contract reflects the goals of the parties and minimize the risk that a court will interpret a contract in a manner inconsistent with its intended business objectives.

In this course, you will explore how contract disputes arise as well as how and by whom they are resolved — an important starting point. You will become familiar with rules of construction that courts use when interpreting contracts and when courts infer terms — or fill the gaps — in contracts. You'll then redraft ambiguous language to promote clarity. This knowledge will put you in a better position to avoid unintended consequences of contractual provisions and ensure that your contracts reflect the business objectives they're designed to achieve.

The following course is required to be completed before taking this course:

  • Creating Effective Contracts
  • Mar 25, 2026
  • May 20, 2026
  • Jul 15, 2026
  • Sep 9, 2026
  • Nov 4, 2026
  • Dec 30, 2026

Contracts should reflect business objectives in provisions that are clear, complete, and enforceable. In this course, you will study how various contract concepts relate to each other within a single document and how to approach an agreement with a holistic view.

You will explore how contractual provisions can be modified to allocate various risks to one party or another. This is an important skill; after all, which party will bear which risks in a particular transaction are often the most hotly negotiated terms of a deal. You will examine how to use contract provisions to allocate risk and control among parties to a contract. As a result, you will be better equipped to discuss with your legal team how to anticipate risks through an informed use of those provisions in your contracts.

The following courses are required to be completed before taking this course:

  • Creating Effective Contracts
  • Interpreting Contracts
  • Apr 8, 2026
  • Jun 3, 2026
  • Jul 29, 2026
  • Sep 23, 2026
  • Nov 18, 2026

During the life of a contract, things don't always go as planned. What happens when one or both parties fail to perform a contractual duty? This course explores various consequences resulting from non-performance of contractual obligations and available legal remedies. You will also review strategies for reducing damages for breach of contract and allocating contractual liabilities.

By the end of this course, you will have gained tools to work effectively with your legal team to use contract terms to limit, expand, or modify the remedies for breach of contract that the law would otherwise provide.

The following courses are required to be completed before taking this course:

  • Creating Effective Contracts
  • Interpreting Contracts
  • Managing Risk in Contracts
  • Feb 25, 2026
  • Apr 22, 2026
  • Jun 17, 2026
  • Aug 12, 2026
  • Oct 7, 2026
  • Dec 2, 2026

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How It Works

Frequently Asked Questions

Contracts shape revenue, risk, and day-to-day execution. Cornell’s Business Contracts Certificate is designed to help you read, discuss, and manage business agreements with more confidence by understanding what makes a contract enforceable, how courts interpret language, how risk is allocated across provisions, and what remedies apply when performance breaks down. Across four faculty-designed courses, you’ll build practical fluency in contract concepts that show up in real work: offer/acceptance/consideration, choice of law and forum, ambiguity and “gap filling,” representations and warranties, covenants and conditions, termination and confidentiality, and remedy-shaping terms like liquidated damages and indemnification. The goal is not to turn you into a lawyer, but to equip you to be a more informed partner to your legal team and a more effective reviewer and contributor on the business side.
This certificate is built around how contracts function in business, not around abstract legal theory. You’ll learn the “why” behind common provisions and then practice applying that logic to realistic fact patterns and clause language. Instead of simply reviewing templates, you’ll work through structured analyses that mirror what business teams actually need to do: - Identify which legal framework is likely to apply to a deal (for example, common law vs. UCC sales-of-goods rules, and when international rules like the CISG may matter) - Spot where a contract could be formed unintentionally and how to reduce that risk in negotiations and preliminary documents - Diagnose ambiguity and rewrite provisions so the contract is more likely to be interpreted the way the parties intend - Evaluate how risk is allocated across a set of connected terms (not just one clause at a time), including reps and warranties, covenants, conditions, termination, confidentiality, and indemnities - Anticipate what happens if performance goes off track and how damages and remedies can be limited or expanded by contract
This certificate is designed for business professionals who work with contracts and want to contribute more effectively to drafting, review, negotiation, or contract management. It is a strong fit if you: - Support procurement, sales, partnerships, operations, or vendor management - Work in compliance, risk, or finance and need to understand contractual exposure - Lead teams or projects that depend on clear commitments, timelines, and remedies - Regularly coordinate with in-house counsel or outside counsel and want to be a stronger “client” on the business side No specific industry is required. The skills apply to common commercial agreements across sectors.
You will practice the same kinds of analysis you use at work when contracts are being created, negotiated, interpreted, or enforced. Across the program, your assignments center on multi-part projects where you: - Evaluate whether an agreement is likely enforceable by analyzing offer, acceptance, and consideration and identifying common barriers to enforceability - Apply interpretation rules a court would use (including ambiguity analysis and the impact of integrated agreements) and rewrite unclear language to better match business intent - Map business objectives, obligations, and risks across a deal and use contract tools to allocate and control those risks (for example, reps and warranties, covenants, conditions, and related “hot-button” terms) - Analyze non-performance scenarios to determine whether the issue is a breach or an unsatisfied condition, identify likely remedies, and assess ways damages may be limited or shifted (including through indemnification) Because the work is scenario- and clause-based, you can connect the concepts to the agreements and negotiation issues you see in your own role, while keeping sensitive company information out of submissions.
You’ll gain practical contract fluency that will help you contribute more clearly and confidently in business conversations involving legal risk. By the end of the program, you will be better equipped to: - Identify whether a deal has the core elements needed to be legally binding and spot early red flags - Reduce misinterpretation risk by recognizing ambiguity, understanding how courts “read” contracts, and improving clarity in key provisions - Take a more holistic approach to risk allocation by understanding how provisions work together, including reps and warranties, covenants, conditions, termination, confidentiality, and liability-shifting terms - Anticipate what happens when performance fails, including likely remedies and damages limits, and how contract language can modify those default outcomes These skills are especially valuable if you want to grow into roles with broader commercial responsibility, such as vendor/partner management, procurement leadership, operations management, program leadership, or compliance and risk oversight.
Each course includes a structured, multi-part project built around realistic contract scenarios and clause review. Examples of the applied work you’ll complete include: - Determining which body of law is likely to govern a transaction (for example, common law, the UCC for sales of goods, or international treaty rules) - Testing whether an enforceable contract exists by analyzing offer, acceptance, and consideration, and then identifying defenses or barriers to enforceability - Reviewing dispute-prevention “housekeeping” decisions such as choice-of-law and forum-selection language, and evaluating litigation versus arbitration tradeoffs - Applying rules of construction (including how ambiguity is assessed and when courts may imply terms) and rewriting ambiguous provisions for clarity - Mapping objectives and risks across an agreement and selecting tools to allocate risk and control behavior, including reps and warranties, covenants, conditions, and related checklists - Analyzing breach and remedies scenarios and evaluating how an indemnification clause allocates liability and procedures
This certificate is designed for working professionals who need flexibility while still benefiting from a structured learning experience. You can generally expect: - Short courses that typically run in 2- to 3-week increments - A weekly workload that is designed to be manageable alongside a full-time job (many learners plan on a few hours per week) - Coursework you can complete on your schedule, with deadlines that help you keep momentum - Opportunities for live sessions that complement the asynchronous course materials Your exact pacing will depend on how you choose to schedule the courses, but the overall format is built to fit around professional responsibilities.
No. This certificate is designed for business professionals, not attorneys. You’ll learn the contract “nuts and bolts” that help you participate more effectively in drafting and review, spot issues earlier, and collaborate more productively with in-house counsel or outside counsel. The courses focus on practical concepts such as formation elements, interpretation rules, risk allocation tools, and remedies, using business-facing examples and guided projects.
Yes. You’ll learn how the governing legal framework can change contract outcomes and why identifying the applicable rules early helps reduce surprises. In the program, you will examine: - Common-law contract principles and how judge-made rules can vary by jurisdiction - Statutory regimes such as UCC Article 2 for sales of goods (including how it can differ from common-law formation rules) - International treaty rules such as the CISG and when they may apply in cross-border transactions You’ll also explore how choice-of-law clauses and related “rules of the road” provisions affect predictability when disputes arise.

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