International Commercial Agreements in Practice
This course is primarily addressed to students interested in acquiring drafting skills and investigating the practical problems arising in negotiating, concluding and managing international commercial agreements.
In view of the goals pursued, the first few sessions of the seminar will be devoted to an overview of the several sources of law governing international commercial contracts and the way in which the multiplicity of sources can be dealt with and properly managed by means of the careful drafting of choice of law, choice of forum and/or arbitration clauses.
The course will then focus on substantive matters and will be devoted both to general issues (and general clauses), and to the analysis of specific types of agreement.
As far as general issues are concerned, among those which will be considered are letters of intent, contract formation and the use of standard contract forms, implied terms, contract interpretation and clauses on interpretation, force majeure and hardship doctrines and clauses, warranties, bonds and stand-by letters of credit.
As far as specific types of international commercial agreements are concerned, several types of contracts will be dealt with, including sales agreements, distribution agreements, IP licensing agreements, joint-venture agreements and other contractual forms of cooperation between business operators.
Format: The class format will combine a short lecture-style introduction and subsequent discussion. A Socratic method will primarily be adopted and Students are thus expected to prepare for and to participate in class discussions on a regular basis.
Accordingly, grades will be based on participation to class discussion, as well as on a final exam, the format of which will be a fixed 8-hour Take-Home exam.
At request, students will have the option to write a substantial research paper in lieu of the exam.
Course Materials: Relevant cases and materials will be provided. Selected reference readings will also be provided.
As a general reference textbook, please refer to:
M. FONTAINE AND F. DE LY, DRAFTING INTERNATIONAL CONTRACTS: AN ANALYSIS OF CONTRACT CLAUSES (Leiden, Boston, 2009).