International Contract Law

This course takes a practical look at the technical legal issues and key drafting issues associated with commercial transactions. In doing so, it will discuss and review the general principles of contracts, the contract for the international sale of goods; the contract for the international carriage of goods, mechanisms allowing two or more companies to collaborate in view of obtaining specific contracts, due diligence, pre-contractual documents such as Memorandum of Understanding (or Letter of Intention), Confidentiality Agreements and Exclusivity Agreements, contract negotiations and contract drafting with an emphasis on specific terms and conditions of importance (such as force majeure, terms of payment, warranty clauses, liquidated damages, termination, choice of law, choice of dispute settlement mechanism, etc.). It will also review some of the financing arrangements common to these transactions such as financing by financial institutions and asset based financing. Finally, in any commercial transactions, a legal opinion is usually required to obtain a clear picture of the relevant matters of local law, and, as such, this course will briefly review the drafting and issuance of such legal opinions.

This course will combine seminar and workshop style teaching methods in order to expose students to complex corporate and commercial transactions. It will draw upon a number of different fields of law and will require students to apply a range of substantive and other skills (such as negotiation) in order to navigate through various exercises.

The orientation of the course is practical and is designed for students who wish to become practitioners whether as attorneys in law firms or legal counsel in corporations. As such, students are expected to actively participate as significant portions of this course will be hands on.