International Commercial Contracts

Course content

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 frequently facing particular challenges, which do not find direct counterparts in the domestic practice. They also have to meet demands posed by digitalization of the means of business communication, as well as new types of commercial transactions, related to technological developments.

 

The course addresses these demands by providing a structured presentation of legal aspects of international contracting in an interdisciplinary context. It embraces the perspectives of law, economics, theory of 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 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 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 agreements. The role of digital means of communication in contractual practice
  • international sale of goods
  • methods of payment in international transactions and their contractual forms (drafts; promissory notes; Letters of Credit). Transactions on accounts receivable (factoring and forfaiting)
  • agency
  • distributorship
  • licensing (contractual IP protection; technology licensing)
  • cloud computing contracts
  • 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; the role of model forms and standard trade terms; freedom of contract
  • negotiating and drafting international commercial agreements; the role of digital means of communication in international business practice and related issues (evidence; modifications of contract; multiple means of communication); structure of an international contract
  • 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);
  • International contractual practice in the field of new technologies (technology licensing; cloud computing contracts)
  • 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)

 

This course is part of iCourts Excellence Programme (iEP) – International Law and Courts in a Global World, please see 'Remarks' below.

Learning outcome

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

 

A. 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
  • acquainted with the role of digital means of communication and data transfers onto international contractual practice; as well as with specific types of contracts in the area of new technologies
  • 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.)

 

B. Skills

trained in:

  • strategy building
  • planning and conducting contract negotiations
  • drafting contracts
  • legal research (preparing and formulating legal opinions)
  • preparing and presenting arguments in hypo cases and mock proceedings

 

C. Competences

able to:

  • explain and solve problems of law applicable to a contract,
  • present main sources of public international law and transnational regulations 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.

- lectures
- seminar discussion
- case study (case law analysis, hypo solving)
- negotiations simulation
- debates
- strategy building (group exercise)
- team assignments (case analysis and presentation)
- drafting exercises

Daniel C. K. Chow and Thomas J. Schoenbaum International Business Transactions. Wolters Kluwer Law & Business 2015

 

Daniel C. K. Chow and Thomas J. Schoenbaum International Business Transactions: Problems, Cases, and Materials. Documents Supplement 3rd edition Wolters Kluwer Law & Business 2015

 

Fabio Bortolotti: Drafting and Negotiating International Commercial Contracts. ICC Books 2017 (selected chapters)

 

Selection of legal instruments, cases and articles provided by the instructor.

 

Good analytical skills

Good command of English

Please observe, this course is part of iCourts Excellence Programme (iEP) – International Law and Courts in a Global World. Students who sign up for the iEP become iCourts Student Fellows and will get a unique opportunity to become part of the research environment of iCourts – the only centre of excellence in law in Denmark. The iEP is open to all Danish and foreign BA and MA students at the Faculty. All iCourts courses may be taken as stand-alone courses but only students who complete a total of at least 45 ECTS courses offered by the centre or of 30 ECTS such courses plus write their MA-thesis with an iCourts Supervisor will receive a certificate confirming their participation in the iEP. Read more about the programme here: https:/​/​jura.ku.dk/​icourts/​education/​excellence-programme/​

Oral
Individual
Collective
Continuous feedback during the course of the semester
Feedback by final exam (In addition to the grade)
Peer feedback (Students give each other feedback)
ECTS
15 ECTS
Type of assessment
Written examination, 3 days
Assigned individual written assignment, 3 days
Marking scale
7-point grading scale
Censorship form
No external censorship

Single subject courses (day)

  • Category
  • Hours
  • Preparation
  • 356,5
  • Seminar
  • 56
  • English
  • 412,5