74645 - INTERNATIONAL CONTRACTS IN GLOBAL MARKETS

Scheda insegnamento

Anno Accademico 2018/2019

Conoscenze e abilità da conseguire

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.

Programma/Contenuti

The International Contracts 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 and shipping contracts, direct and indirect trade, finance for export. The following contracts will be analyzed in depth: international sale of goods, included incoterms, shipping contracts, cargo insurance, agency, distributorship and franchising, also through the exam of standard models drafted by international institutions.

The course will deal also with international payment methods (with a focus on documentary credit), 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.

Testi/Bibliografia

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, 5° ed., 2018, ch. 1, 2, 3, 4, 5, 6, 7, 8, 9.1, 9.5, 11, 12, 13, 14, 15, 16 (mandatory) and

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

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

4) ICC Model Contract Distributorship, 2016;

5) 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.

Students willing to deepen single contract topics, also for preparing their master thesis, can make reference to:

6) J. Basedow (ed.), Principles of European Insurance Contract Law (PEICL), Sellier, Otto Schmidt, 2016

7) J. Basedow, K. J. Hopt, R. Zimmermann (ed.s), The Max Planck encyclopedia of European private law, published under the auspices of the Max Planck Institute of Comparative and international private law, Oxford University Press, 2012

8) H. Baum, M. Bälz, M. Dernauer (ed.s), Self-regulation in Japanese and German private law, Carl Heymanns Verlag, 2018

9) Hugh BEALE, Benedicte FAUVARQUE-COSSON, Jacobien RUTGERS, Denis TALLON, Stefan VOGENAUER, Cases, materials, text on Contract Law, Hart Publishing, Oxford, 2010.

10) I. Claeys, R. Feltkamp, The Draft Common European Sales Law: Towards an Alternative Sales Law?, Intersentia, 2013

11) W. Courtney The modern contract of guarantee, 3rd ed., Sweet & Maxwell, 2016

12) Larry A. Di Matteo, International Contracting: Law and Practice, 4th ed, Kluwer Law International, October 2016

13) T. C. Hartley, International commercial litigation, 2nd edition, CUP, 2015

14) P. G. Monateri (ed.), Comparative contract law, Edward Elgar Publishing, 2017

15) 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.

16) F. Snyder Yi Lu (dir.s), The future of transnational law: EU, USA, China and the BRICS, Bruylant, 2015

17) Orsolya Toth, The Lex Mercatoria in Theory and Practice, Oxford University Press, 2017

18) Yun Zhao, Michael Ng (ed.s), Chinese legal reform and the global order: adoption and adaptation, Cambridge University Press, 2018

19) R. Zimmermann (ed.), Unidroit Principles 2010, International Institute for the Unification of Private Law (Unidroit), Rome, 2010

Metodi didattici

The course will be mainly delivered through lectures.

Prof. Alvisi’s and Prof. Orrù’s presentations, case-law and academic essays will be uploaded on the professors’ website immediately before or after the lectures, to let the students to have prompt access to the materials focused during each lecture. During the first class, the credentials for having access to the repository will be provided and the modalities for having access to it will be explained.

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.

A teaching-staff distribution list will be created: students are invited to enroll in it using the credentials that will be provided during the first class.

Modalità di verifica dell'apprendimento

Students skills will be assessed through a multiple choice test at the end of the course. The test will concern the topics explained during classes, seminars and workshops and in the chapters of the “ICC guide to export/import” and will consist of 31 questions: each right answer will give one point, so that it will be possible to get the maximum score of 30 cum laude, whereas each wrong answer will give no penalty. The students who fail the exam or withdraw will be admitted to the next exam not earlier than one month.

A midterm test will be held. It will consist of 15 multiple choice questions on the topics that will be timely communicated during classes. Students having passed the midterm test and accepted the score there obtained, will benefit of a multiple choice test with 16 questions at the end of the course, in the date that will be communicated during classes. The final test will deal with the topics not covered by the midterm test. The students who fail the exam or withdraw, will have to take the 31-question test.

Strumenti a supporto della didattica

Projector, slides, websources, workshops.

Disabled Students or with specific learning disabilities (SLD) needing compensatory tools, may inform the professors about their needs in order to be addressed to the School’s specific Services and agree on suitable measures.

Orario di ricevimento

Consulta il sito web di Chiara Alvisi

Consulta il sito web di Elena Orrù