EXC 2121 International Commercial Law
The course provides an understanding of the legal framework applicable to international business and contracts. The students will learn about different legal systems, legal terminology, and the body of law that governs business and commercial transactions. The course covers general contract law and what makes a contracting binding - and to which extent it is binding. They learn to interpret and understand the legal challenges for contract negotiations and the conclusion and execution of contracts. There will be a general overview of types of international contracts, with a focus on international sales and purchase contracts - both standard and individual contracts. Standard contracts used for international sales are covered, as well as standard trade terms and commonly used documents and contracts.. The students learn the importance of determining jurisdiction and applicable law when entering into contracts, and how to avoid or minimize common pitfalls. Methods of dispute resolution, such as court process, mediation and arbitration is covered. The course covers specific regulations such as CISG (Convention for the International Sale and Purchase of Goods), and the use of and importance of NCOTERMS. The students will learn the transport element in international sale and purchase contracts, and the risk and ownership transfer of goods, subject relevant clauses being used.
On completion of this course, students shall:
- Understand what a contract is and what makes it binding
- Understand what a breach of contract is and the effects of it
- The importance of determining jurisdiction and applicable law in international contracts
- Have an overview of international sale and purchase law.
- Be able to identify sources of law and regulations applicable to international business transaction, such as national laws, international conventions, trade terms and commercial practices.
- Be able to identify and understand common legal terms, expressions and different dispute resolution methods.
- Acquired knowledge of how to enter into legally binding business contracts and to identify potential pitfalls.
- Have an overall understanding of the legal challenges in international business and standard contracts used for international sale and purchases.
- Gained practical knowledge about the law as it relates to international business.
- Have learned to interpret contracts and find and apply relevant CISG rules.
- Understanding of INCOTERMS and the effect on buyer and sellers risk in relation to transportation
- Methods for minimizing risks in international contracts
The students will be able to:
- Know the main differences between civil law and common law practices in a commercial setting.
- Ability to interpret international contracts, standarised as well as individually drafted contracts
- Understand the effects of a binding contract
- Know what a MoU and a MoA is
- Evaluate the extent to which the parties may have to apply mandatory law, or if they can derogate from it in their contracts.
- Understand the main principles underlying choice of forum and choice of law.
- Know how to enter into basic commercial contracts and to understand and interpret relevant clauses.
- Know how to apply INCOTERMS and letters of credit.
- Apply and use CISG.
- Know how to minimize risks in international contracts
- The students will have a general understanding of legal systems and contract practices, and how they can differ between countries. This understanding and knowledge will enable them to be more cautious if entering into contracts with a foreign element, and will make them reflect on the potential different outcomes that could be the result of applying alternative jurisdiction, applicable law and choice of dispute resolution clauses in business contracts.
- Different legal systems and terminology
- Basic elements of a binding contract
- How to enter into contracts of an international nature
- How to interpret contracts and contract clauses
- Mandatory laws vs. non-mandatory law and contract law
- International conventions and their use
- Conclusion of contracts and standard terms in international contracts
- International sale and purchase - CISG (the international sale of goods act)
- Terms of delivery INCOTERMS
- Payments and transfer of risk
- Letters of credit and standard documents used in international trade
- Case work
The course will be conducted through a combination of lectures, casework, group work and assignments. The students need to read the PowerPoint presentations, articles and curriculum as presented during the course. As a part of the learning process there will be given an assignment during the semester. The goal is, through writing and discussions, to train students in arguing and reflecing with reference to relevant law and terms. This is an important issue for the final exam.
The assignment will be published on It’s learning, and can be solved in groups of up to five students. It will be avilable in a periode of two weeks and the students should be able to answer it in about 3 hours if they have followed the recommended work schedule. If the students are not prepared, more time must be calculated. Further information will be given in the lectures and through It's learning.
Feedback to the students will be given during lectures. The lecturer will review some of these assignments in class. The feedback will consist of the students comparing their solutions with the one that is explained by the lecturer.
|Exam category||Weight||Invigilation||Duration||Support materials||Grouping||Comment exam|
Form of assessment:
Internal and external examiner
Examination every semester
|Form of assessment:||Written submission|
|Support materials:|| |
|Resit:||Examination every semester|
|Workload activity||Duration||Type of duration||Comment student effort|
|Review of assignments in plenary||5||Hour(s)|
|Group work / Assignments||9||Hour(s)|
|Prepare for teaching||64||Hour(s)|
|Workload activity:||Review of assignments in plenary|
|Workload activity:||Group work / Assignments|
|Workload activity:||Prepare for teaching|
|Workload activity:||Self study|
A course of 1 ECTS credit corresponds to a workload of 26-30 hours. Therefore a course of 7,5 ECTS credit corresponds to a workload of at least 200 hours.
|Cordero-Moss, Giuditta||2014||International commercial contracts: applicable sources and enforceability||Cambridge University Press|
|The Vienna Convention on the International Sales of goods||The Vienna Convention on the International Sales of goods|
|Selected articles on CISG and Incoterms||Itslearning||Articles will be posted on Itslearning.|