JJUB55150U Contract Law from an International and Comparative Perspective

The main focus of the course is on fundamental concepts and general principles of law governing enforceable contracts from a comparative perspective in the EU and North America. The principal topics include (a) the rules relating to the formation of agreements and the requirements which must be satisfied to make agreements legally enforceable; (b) the contents of a contract and the rules governing the validity of its terms; (c) the nature and effect of mistake, misrepresentation, duress and undue influence; (d) performance and breach; (e) remedies for breach of contract; and (f) the
basis of contractual liability. Case law examples demonstrate how the jurisdictaional differences manifests in both contemporary and older precedent setting cases. Specific forms of contracts, including franchising, joint ventures, licensing, rental and sales agreements will be considered. Having considered the similarities and differences between jurisdictions, the course will include critical discussion on the advantages and disadvantages of the concept of a uniform European Contract Law.

The main topics of the course will include:

Introduction: The European Landscape

The first part of the course will review basic concepts of contract law, clarify how the course will be structured, and explain the exam format. Introduction to how different jurisdictions interpret basic concepts the contract law will be examined by way of case examples. The Principles of European Contract Law based on the concept of a uniform European contract law system will be discussed and revisited at the end of course to discuss and debate its merits and challenges. Elements of a Contract Building on the students’ knowledge of Danish contract law, these sessions will examine, by way of case law, the differences between how the US, Canada, and European jurisdictions treat the following elements of creating a legally binding contract:

1. Intention to be legally bound: elements that convert an agreement into a legally enforceable contract from the perspective of courts from different jurisdictions

2. Offer and acceptance: the expression of an offer and acceptance may take
different forms, which can affect its validity. Rules relating to the communication of an acceptance also affects whether there is actual assent, for example, in the context of e-contracts

3. Doctrine of consideration: the common law doctrine of consideration requires that every party to a contract offers something of value or benefit before a contract can be considered binding

4. Enforceability: examples of different factors that affect whether a contract is enforceable will be examined, including form (ie. oral, electronic contracts),
capacity and competency, duress, and privity of contract

5. Subject matter: even if a contract contains all the necessary elements to be considered legally binding, different jurisdictions have different notions of what constitutes lawful subject matter that can form the basis of a contract

Interpretation of a Contract.

These sessions will examine, by way of case law and examples of actual contracts, the differences between how the US, Canada, and European jurisdictions interpret terms of a contract and assess whether they are sufficiently certain, and not too vague or too ambiguous, to be legally enforceable. This will form the basis of an examination of jurisdictional differences and ongoing discussion of whether courts should uphold
contracts as they are written or should courts try to interpret and seek to extract fair meaning of the parties from the context of a contract
Breach of a Contract These sessions will examine, by way of case law, the differences between how the US, Canada, and European jurisdictions assess whether there has been a breach of contract, the type of breach, and the types of remedies available for the particular breach.

Remedies

These sessions will build on concepts and cases discussed on breach of contract and discuss the different types of remedies available in different jurisdictions and under what circumstances the remedies will be granted. In addition to the different types of damages and how far reaching they can be, remedies based on equity, such as specific performance, constructive trusts, and promissory estoppel will be discussed

Supervening Events

These sessions will focus on how different jurisdictions treat external events occurring after the conclusion of the contract that impact the ability of a party to perform the contract. Through examining case law, different jurisdictions deal with rights and obligations of contractual parties in different ways under circumstances such as impossibility, frustration, force majeur, and hardship

Types of Contracts

By way of conclusion, these sessions will involve the analysis of different types of contracts (ie. employment, licensing, purchase and sale) and the application of all the various elements considered from previous sessions. This will enable students to identify legal risks when creating a relationship between