JJUA55083U International Commercial Contracts
SUBJECTES AND THEMES
- 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, supplemented by the perspectives of economics, 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 module will acquaint students with general problems of
freedom of contract in international transactions, applicable law,
formation and validity of a contract, as well as standards of
performance and liability for breach of a contract. Selected types
of agreement, particularly popular in international commercial
exchange, are discussed in detail. The course presents competing
strategies in drafting cross-border contracts (formalization vs.
the demands of quick flow of commerce) and demonstrates practical
consequences of adopting them.
Extensive use of case studies will exemplify recurring problems and possible ways of addressing them, found in international contractual practice. The course will cover the following themes:
- international commercial contracts in the global context of cross-border trade
- economic and legal dimensions (dispersed business activity, global production networks and identification of the parties to a contract, perspectives of development of the international trade
- principal sources of law for international business contracts. The role of standard trade terms and model forms formation of commercial contracts. Negotiating and drafting strategies.
- international sale of goods, agency, distributorship, licensing, franchising, dispute resolution
- The course will combine legal doctrinal and comparativeapproach with analysis offered from the perspectives of economics, negotiations and international trade.
The course will base extensively on:
- case studies; oral and written skills training through individual and team assignments, seminar discussion, negotiations simulations, drafting exercises.
Upon the completion of the course, students will be – in terms
- 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
- 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:
- explain and solve problems of law applicable to a contract
- present main sources of public international law and lex mercatoria applicable to international contracts and explain their role in the cross-border trade
- 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.
Daniel C. K. Chow and Thomas J. Schoenbaum: International Business Transactions: Problems, Cases, And Materials. Aspen Publishers 2005
Selection of legal instruments and cases provided by the
Fabio Bortolotti: Drafting and Negotiating International Commercial Contracts. Wolters Kluwer Law & Business 2009
*case study (case law analysis, hypo solving)
*team assignments (case analysis and presentation)
- 15 ECTS
- Type of assessment
- Written examination, 3 daysAssigned individual written assignment, 3 days
- Marking scale
- 7-point grading scale
- Censorship form
- No external censorship
- Exam period
Exam date: December 9-12, 2016
February 10 - 13, 2017
Criteria for exam assesment
The examination has a form of a written, take-home, open books,
3-day exam (an individual research essay on a legal topic selected
from 3 themes provided by an instructor). It tests the student’s
- address individually a complex, multifaceted legal issue
- conduct relevant, comprehensive case law and literature research
- formulate an elaborate, coherent and persuasive written legal argument