96106 - International Contracts

Learning outcomes

This course aims at providing the participants with tools useful in the negotiation and the drafting of international contracts, through the analusis of the clauses and models most commoly used in the field of international business transactions. In particular, several aspects will be dealt with in details, relating to the sources of law for international contracts, the means of supranational legal harmonization and the role played by the parties freedom of contract. Moreover, along with the analysis of general issues and clauses, the course will devote particular attention to some specific international contracts, among which contracts for the sale of goods, contertrade, buy-back and escrow agreements, commercial agency and distribution, financial agreements, securitization and payment systems, agreements for the supply of services. Most of the course will be in English and materials in English will be used for class discussion.

Course contents

NOTE: although the course will be held in English, no specific linguistic skills are required. The course may be attended also by students with a limited knowledge of English.

Topics:

1. Sources of International contracts. - 2. Alternative disputes resolution - 3. International arbitration - 4. Domestic litigation. - 5. Negotiation and formation of an international contract and precontractual liability. - 6. Contract performance, representation and warranties, liability and relevant clauses. - 7. Termination and remedies for breach of contract. - 8. International sale of goods and CISG - 9. International supply contracts - 10. International license contracts and other relevant IP agreements - 11. Joint ventures.

During the course peculiar attention will be granted to contract drafting and to the relevant main issues.

Readings/Bibliography

Recommended text:

F. Bortolotti, Il Contratto internazionale: tecniche di redazione, legge applicabile, risoluzione delle controversie, III edizione, Cedam, Padova, 2024.

Or, alternatively:

R. Cavalieri, S. Vincenzo, An Introduction to International Contract Law, II edizione, Giappichelli, Torino, 2024.

Or, alternatively:

F. Ferrari, M. Torsello, International Sales Law - CISG - in a nutshell, West Academic Publishing, III ed.,2022

Note: specific educational material will be made available to attending students

Teaching methods

Interactive in-class lessons, mark-up and drafting of model clauses and international business contracts.

Assessment methods

Oral exam for non-attending students.

Attending students will be granted ad hoc final exam.

The students’ knowledge is assessed through a discussion, to evaluate the actual achievement of the learning outcomes. The exam consists in an interview with the appointed commission on the topics included in the programme.

The assessment will take into account the knowledge of the relevant institutional framework, the ability to analyse the issues related to international contracts and, to single out connections between the relevant topics, to critical reasoning, as well as the clarity of presentation and critical thinking.

NOTE: linguistic skills do not affect the outcome of the final exam.

Regarding learning assessments, the use of AI is prohibited. Any use constitutes a violation of academic integrity.

Teaching tools

Educational material will be uploaded and made available in Virtuale, as well as slides related to the main topics dealt with during the course.

 

Students with learning disabilities (LD) or temporary or permanent disabilities: please contact the relevant University office promptly (https://site.unibo.it/studenti-con-disabilita-e-dsa/it). They will be responsible for suggesting any accommodations to the students concerned. These accommodations must be submitted to the professor for approval 15 days in advance, who will evaluate their suitability, also taking into account the course's learning objectives.

Office hours

See the website of Laura Maria Franciosi