74645 - International Contracts in Global Markets

Learning outcomes

The course offers an understanding of international private law with a specific focus the law of contracts. At the end of the course, students will be able to analyze issues such as: - the conceptual foundations of contracts in a comparative perspective - European contract law - international commercial contracts (on goods and transports) - the role of international, a-national and transnational actors - the law of international investments.

Course contents

The International Contract Law in Global Markets course will provide students with an introduction to the topic of contract regulation in the global markets, which entails the major problem of international trade and economic relations governance against the backdrop of the National States sovereignty crisis due to lack of legislative power and jurisdiction over global markets.

The course covers the concept of contract and its regime both at international and comparative level, for focusing on the topic of international commercial contracts a-national and transnational regulations as carried out by: - international institutions such as the International Chamber of Commerce (as is the case with Incoterms and uniform customs and documentary credit practices); - international organizations set up at the initiative of States, like Unidroit or otherwise based on Treaties, like Uncitral, and - even engendered by private business circles (as is the case for marine insurance standard clauses).

In particular, the main features and issues of export/import transactions will be analyzed. Particular attention will be given to uniform law and internationally recognized practices.

The course will deal with the international sale of goods, international carriage, direct and indirect trade. The following contracts will be analyzed in depth: international sale of goods, carriage, agency, distributorship and franchising, also through the exam of standard models drafted by international institutions.

The course will deal also with international payment methods, trade finance (in particular factoring and forfaiting), demand guarantees and sureties.

We will also consider the role played by the arbitral tribunals in engineering a legal context for international business and economic transactions and by advancing principles or norms that would go beyond the concrete interests of the parties involved in transactions (as is the case with lex mercatoria applied to disputes concerning petroleum concession agreement entered into by States and Nationals of other States).

It is compulsory to attend the classes. At least 70% attendance is required and it is verified by signature sheet during class.

Readings/Bibliography

The students will benefit of materials made available during the lessons. The following texts are anyhow recommended (the relevant chapters are herein indicated):

1) Guillermo C. JIMENEZ, ICC guide to export/import. Global standards for international trade, ICC, 4° ed., ch. 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13; and

2) Incoterms 2010, ICC rules for the use of domestic and international trade terms;

3) The ICC Model International Sale Contract (manufactured goods), 2013;

4) ICC Model Contract Distributorship, 2016;

5) ICC Short Form Model Contracts. International Commercial Agency – Distributorship, 2017;

6) ICC Model International Franchising Contract, 2nd Edition , 2011.

The ICC reserves to Professor Alvisi course's students a special discount (30%) on the above mentioned publications if the students intend to buy them on the ICC website. To take profit of the said discount the students can contact Dr Elena Orrù at elena.orru2@unibo.it.

Additionally but not compulsory, the students willing to deepen the comparative contract topics, can make reference to:
7) Hugh BEALE, Benedicte FAUVARQUE-COSSON, Jacobien RUTGERS, Denis TALLON, Stefan VOGENAUER, Cases, materials, text on Contract Law, Hart Publishing, Oxford, 2010.

8) E. O'Connor, Using Franchising to Take Your Business International. ICC strategies and guidance for master franchising, area development and other arrangements, ICC Paris, 2014.

9) Larry A. DiMatteo, International Contracting: Law and Practice, 4th ed, Kluwer Law International, October 2016.

Teaching methods

The course will be mainly delivered through lectures.

Prof. Alvisi’s presentations, case-law and academic essays will be uploaded on the professor's website immediately before or after the lectures, to let the students to have prompt access to the materials focused during each lecture.

During the course will be arranged mock-up presentations concerning contract negotiation and drafting.

Special workshops can be arranged with experts as special guests. The students will be informed of that during the course and also through notices published on the professor's website.

Assessment methods

Students skills will be assessed through a multiple choice test at the end of the course. The students who fail the exam or withdraw will be admitted to the next exam not earlier than one month.

Teaching tools

projector, slides, websources, workshops. 

Office hours

See the website of Chiara Alvisi