JJUA55057U International Commercial Contracts

Volume 2014/2015
Education
THE COURSE IS CANCELLED IN THE AUTUMN SEMESTER 2014
Content

Subjects and themes 
 

  • Contracts as legal vehicles for international commercial transactions (comprehending relevant business context; establishing efficient communication between lawyers and businesspersons); 
  • Private transactions as an effect of flows of the international trade on the macro scale (trends of development in global commerce; EU and its main trade partners); 
  • Global production networks and their effect onto private transactions (defining parties to agreements; relevant aspects of corporate governance and business forms; place of business and localization of assets);
  • General legal issues of international commercial contracts. Multiplicity and heterogeneity of the sources of law; freedom of contract; negotiating and drafting international commercial agreements; structure of an international contract; performance standards; the role of model forms and standard trade terms; 
  • Common types of contract and their functioning in the international business environment. Understanding frequent combinations of agreements and their business relevance (e.g. international sales contract + shipping + insurance + letter of credit); 
  • Public law context of international commercial transactions (e.g. Preferential Trade Agreements; customs regulations; product safety regulations; Rules of Origin); 
  • Dispute resolution options (litigation, arbitration, ADR); 
  • International commercial contracts from the perspective of specific legal professions (attorneys-in-law, in-house counsel, arbitrators).

 

Methodology

The course will combine legal dogmatic approach with analysis offered from the perspectives of economics and management studies, as well as such interdisciplinary fields as negotiations and international trade. Relevant tutorial will be provided by participation of invited, international guest speakers.

 

Specific activities 

  • case studies; 
  • oral and written skills training through a variety of individual and team assignments;
  • seminar discussion; 
  • negotiations and arbitral proceedings simulations;

drafting exercises.

Learning Outcome

Upon the completion of the course, students will be – in terms of: 

1. Knowledge

  • familiar, at the advanced level, with general issues of contract law, as well as specific types of contract used in an international business environment
  • aware of the interconnections between the cross-border contractual practice and the general context of international trade
  • cognizant of the issue of dispersed business activity (global production networks) and its consequences for contractual practice
  • familiar with the specific determinants and demands for legal services related to international business transactions
  • acquainted with public law dimensions, influencing international commercial contracts (Preferential Trade Agreements, customs regulations, product standards, etc.) 

2. Skills - trained in:

  • negotiating contracts
  • drafting contracts
  • legal research (preparing and formulating legal opinions)
  • presenting arguments in hypo cases and mock proceedings 

3. Competences - able to:

  • explore various sources of law, including public international law and lex mercatoria, applicable to international contracts and explain their role in the cross-border trade,
  • anticipate, explain and solve problems of law applicable to a contract,
  • identify and resolve issues of concluding, terminating and modifying a contract,
  • analyze problems and propose solutions for negotiating particular types of international commercial agreements,
  • critically use standard contractual forms and clauses,
  • draft contractual provisions,
  • develop, organize and present arguments on proposed contractual solutions in a linguistically and legally correct, precise and professional way,

identify adequate methods of dispute resolution.

The main objective of the course is to acquaint students with different aspects of contractual practice in the dynamically evolving field of international commerce. Rapid processes of globalization in the international trade give rise to increasing expectations regarding legal services, accompanying cross-border commercial exchange. Lawyers, assisting at and facilitating transnational transactions, are also frequently facing particular challenges, which do not find direct counterparts in the domestic practice.

The course aims at a structured presentation of legal aspects of international contracting in an interdisciplinary context. The discussion will embrace the perspectives of law, economics and management studies, as well as negotiations and international trade. Understanding of specific needs of the international business environment, ability to establish efficient communication with demanding commercial clients, and interpersonal skills required for successful negotiations will be practiced along with traditional legal competences, such as drafting contracts, legal research, case analysis and formulation of oral and written opinions.

The course provides participants with knowledge of legal instruments of both: public and private origin, regulating and supporting international business contracts. It acquaints the students with general problems of freedom of contract in the international trade, applicable law, formation and validity of a contract, as well as standards of performance and breach of a contract. Selected types of agreement, particularly popular in international commercial exchange, are discussed in detail. The course also presents competing strategies in drafting cross-border contracts (contractual formalization vs. the demands of quick flow of commerce) and demonstrates practical consequences of adopting them. Extensive use of case studies is provided in order to exemplify recurring problems and possible ways of addressing them, found in the international contractual practice.

Presentation of the examined issues is accompanied with a discussion of possible solutions used in a process of negotiating and drafting international contracts, as well as interpreting already existing agreements. The course will cover following aspects of the international contractual practice:

  • international commercial contracts in the global context of cross-border trade (economic and legal dimensions)
  • principal sources of law for international business contracts
  • freedom of contract and its limits
  • formation of commercial contracts
  • negotiating and drafting
  • performance and breach of a contract
  • termination of a contract
  • standard trade terms
  • model forms
  • international sale of goods
  • agency 
  • distributorship 
  • licensing 
  • franchising 
  • dispute resolution 
  • international commercial contracts in the context of different legal professions (attorneys-in-law, in-house counsel, arbitrators) 
  • going beyond the legal bubble – efficient communication between lawyers and businesspersons 
  • international commercial transactions and dispersed business activity (global production networks)

 

Recommended literature (app. 1500 - 1600 pages):

 

Daniel C. K. Chow and Thomas J. Schoenbaum: International Business Transactions: Problems, Cases, And Materials. Aspen Publishers 2005 (or later)

Joseph Morrissey and Jack M. Graves: International Sales Law and Arbitration. Aspen Publishers 2008

Fabio Bortolotti: Drafting and Negotiating International Commercial Contracts. Wolters Kluwer Law & Business 2009 Selection of legal instruments and cases provided by the instructor. (app. 1000 pages)

Additional literature:

Joseph Morrissey and Jack M. Graves: International Sales Law and Arbitration. Aspen Publishers 2008 Eldon H. Reiley International Sales Contracts: The UN Convention and Related Transnational Law. Carolina Academic Press 2008

- lectures
- seminar-type discussion
- extensive case study (case law analysis, hypo solving)
- simulations (negotiations, arbitral proceedings)
- team assignments (case analysis and presentation)
- drafting exercises
Students must have a good command of English language (course materials and class instruction will be provided in English).
  • Category
  • Hours
  • Practical exercises
  • 51
  • Preparation
  • 723
  • Seminar
  • 25,5
  • Theory exercises
  • 25,5
  • Total
  • 825,0
Credit
30 ECTS
Type of assessment
Written examination, 3 days
Written without supervision (homework assignment) 3 days
Exam registration requirements
In order to enable the students to practice diverse skills acquired throughout the course, the exam is a two-step one:

1. the oral presentation – a team assignment on a Pass/Fail basis throughout the semester

2. written 3-day take-home exam.
Marking scale
7-point grading scale
Censorship form
No external censorship
Exam period
28. November - 1. December 2014