JJUA55083U International Commercial Contracts
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, 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 (contractual
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 following aspects of the international contractual practice:
- international commercial contracts in the global context of cross-border trade - economic and legal dimensions (dispersed business activity and identification of the parties to a contract, global production networks, 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.
- international sale of goods
- dispute resolution
Subjects and themes:
- Contracts as legal vehicles for international commercial transactions (comprehending relevant business context; establishing efficient communication between lawyers and businesspersons);
- 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)
The course will combine legal doctrinal and comparative approach with analysis offered from the perspectives of economics and management studies, as well as such interdisciplinary fields as negotiations and international trade.
Embedment in the MA Curriculum
The course is an advanced module, aimed at students interested in international business transactions. It allows the participants to familizarize themselves with regulatory framework, as well as specific conditions (including the economic context of modern-day international commercial exchange), practices of negotiating and drafting international agreements and the issues of performance of contracts.
The course forms a core part of a cluster of MA modules in the field of international business law and arbitration. Participation in it can be thus recommended along with other courses from the cluster: International Commercial Arbitration, Private International Law in Comparative
Perspective, European and International Commercial Law.
Completion of a domestic contract law course at the BA level is recommended.
This course is part of iCourts Excellence Programme (iEP) – International Law and Courts in a Global World, see 'Remarks' below.
Upon the completion of the course, students will be - in terms of:
- familiar, at the advanced level, with general issues of contract law, as well asspecific 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 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.)
- negotiating contracts
- drafting contracts
- legal research (preparing and formulating legal opinions)
- presenting arguments in hypo cases and mock proceedings
- 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
- seminar discussion
- case study (case law analysis, hypo solving)
- negotiations simulations
- strategy building (group exercise)
- team assignments (case analysis and presentation)
- drafting exercises
- 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
December 10-13, 2018
January 25-28, 2019