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Regular version of the site
Master 2019/2020

NIS "International Contract Law"

Category 'Best Course for Career Development'
Category 'Best Course for Broadening Horizons and Diversity of Knowledge and Skills'
Type: Compulsory course (International Private Law)
Area of studies: Law
When: 1 year, 1, 2 module
Mode of studies: Full time
Master’s programme: Private International Law
Language: English
ECTS credits: 3

Course Syllabus

Abstract

International contracts are an essential part of international transactions – being “the backbone” of world trade they are concluded on a day-to-day basis by transnational corporations, entered into by individual entrepreneurs and entail disputes involving parties from different jurisdictions and legal backgrounds. For this very reason the course will focus mainly on common aspects of drafting, interpreting and challenging international contracts, while providing a brief overview of various contracts commonly used in international trade. The aim of the course is to introduce students to basic principles and the regulatory framework of international contracts together with developing practical skills of contract drafting, review and commercial dispute resolution. The target audience is both students of the Faculty of Law of the HSE and foreign students. The course is taught in English. The course consists of various individual and collective exercises aimed at development of negotiation, writing and advocacy skills. The course will be useful for Russian and foreign students interested in international commerce and contracts.
Learning Objectives

Learning Objectives

  • familiarization with multilateral agreements comprising International Contract Law (CISG, Convention on the Limitation Period in the International Sale of Goods, etc.);
  • familiarization with principles of International Contract Law together with other nonbinding acts of recommendatory character (UNIDROIT Principles, UNCITRAL Model Laws, INCOTERMS, etc.)
  • developing students’ skills of contract drafting and interpretation;
Expected Learning Outcomes

Expected Learning Outcomes

  • Students must gain knowledge on: general principles of international contracts; enforcement of international contracts in courts and arbitration; issues of drafting international contract clauses.
  • Skills and abilities: to use specific terms and sources of international contracts; to research and analyze legal sources, recommendations and soft law applicable to contractual agreements; to solve practical cases and build up legal positions resolving the disputes arising out of international contracts.
  • Students should gain the following competences: to work with information and sources (search, evaluate and use information to fulfil academic and professional tasks); to carry out professional activities in the international environment; to search, analyse, and work with legally relevant information by using the juridical, comparative and other specific methods, to describe and resolve legal problems and situations involving international contracts.
Course Contents

Course Contents

  • Introduction to International Contract Law; main players on International Contract Law harmonization field
    Role of international contracts in the modern world. Historical overview of international contracting. What makes a contract “commercial” and “international”. Harmonization v. localization of contract law. Historical tendencies and latest developments. The role of organizations involved in International Contract Law development: Hague Conference on Private International Law (Hague Conference), United Nations Commission on International Trade Law (UNCITRAL), International Institute for the Unification of Private Law (UNIDROIT), International Chamber of Commerce (ICC), other regional and national organizations; Key instruments developed by international organizations.
  • Types of international contracts
    Distribution and agency contracts. Leasing contracts. Factoring and franchising agreements. International carriage of goods by land and by sea (Hague-Visby Rules, Hamburg Rules, Rotterdam Rules, the Warsaw System, Montreal Convention). E-commerce, blockchain and smart contracts. Joint ventures, mergers and acquisitions. Financial contracts and international payments.
  • International sales contracts under the CISG and UNIDROIT Principles
    Application of the CISG and UNIDROIT Principles to international sales contracts. Interpretation of the CISG provisions. CISG Advisory Council opinions and case law. The Observance of Good Faith in International Trade.
  • Formation of contracts
    Formation of sales contracts under the CISG. Offer and acceptance. Battle of the forms. General Conditions and Standard Terms under the CISG. Drafting international contract clauses: language and structure.
  • Contract interpretation
    Determining the contractual intent of parties under the CISG. Objective and subjective standards of interpretation. Parole evidence rule and it’s correlation with the CISG. Contra proferentem rule of contract interpretation. Application of UNIDROIT Principles and other authorities to contract interpretation.
  • Contractual obligations
    Seller’s and buyer’s obligations under the CISG. Conformity of the goods. Passage of title and the risk of loss under the CISG. Preservation of goods. Terms of payment.
  • Remedies
    Remedies for breach of contract by the seller under the CISG (performance, avoidance of the contract, reduction of the purchase price, damages, right to suspend performance). Remedies for breach of contract by the buyer (performance, avoidance of the contract).
  • Contract termination and settlement of disputes
    Fundamental, anticipatory and partial breach of contract under the CISG. Exemptions from liability under the CISG. Mitigation of losses, mediation, arbitration and court claims. Model and tailor-maid clauses. Choice of law clauses in international contracts.
  • Contract dispute resolution: case study
    Best practices of drafting submissions and presenting your case.
Assessment Elements

Assessment Elements

  • non-blocking Seminar attendance / participation
  • non-blocking Self-study (interim forms)
  • non-blocking Self-study (essay)
  • non-blocking Examination (written assignment)
Interim Assessment

Interim Assessment

  • Interim assessment (2 module)
    0.4 * Examination (written assignment) + 0.2 * Self-study (essay) + 0.1 * Self-study (interim forms) + 0.3 * Seminar attendance / participation
Bibliography

Bibliography

Recommended Core Bibliography

  • Benoliel, U. (2017). The Interpretation of Commercial Contracts: An Empirical Study. Alabama Law Review, 69(2), 469–493. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=asn&AN=126916720
  • Cavalieri, R., & Salvatore, V. (2019). An Introduction to International Contract Law (Vol. Second edition). Torino: G. Giappichelli Editore. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=2109268
  • Donald Charrett. (2019). The International Application of FIDIC Contracts : A Practical Guide. [N.p.]: Informa Law from Routledge. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=2274985
  • Fried, C. (2015). Contract As Promise : A Theory of Contractual Obligation (Vol. Second edition). Oxford: Oxford University Press. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=1201573
  • Kadner Graziano, T. (2019). Comparative Contract Law : Cases, Materials and Exercises (Vol. Second edition). Cheltenham, UK: Edward Elgar Publishing. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=2006173

Recommended Additional Bibliography

  • Gao, S. (2018). International Leasing : Strategy and Decision. Abingdon, Oxon: Routledge. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=1990063
  • Hellwege, P. (2018). Understanding Usage in International Contract Law Harmonization†. American Journal of Comparative Law, 66(1), 127–174. https://doi.org/10.1093/ajcl/avy008
  • Nord, N., & Cerqueira, G. (2017). International Sale of Goods : A Private International Law Comparative and Prospective Analysis of Sino-European Relations. Cham: Springer. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=1506385
  • Peterková Mitkidis, K. (2015). Sustainability Clauses in International Business Contracts. Hague: Eleven International Publishing. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=969269
  • V. Vesina. (2019). Features of Development of International Leasing in Economy of Foreign Countries. Вестник Университета, (5), 52. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsdoj&AN=edsdoj.20181a0a5818444e8755df7c7ae7c7c3