L82730 European contract law

At the end of the course the student will be able:

1. to be aknowledged about the legal sources of EU law and determine the relevance in the national country
2. to discuss about consumer and business contract in European Perspective
3. to improve skills in drafting B2B and B2C contracts in compliance with EU Law. 

At the end of the course the student will be able:

1. to be aknowledged about the legal sources of EU law and determine the relevance in the national country
2. to discuss about consumer and business contract in European Perspective
3. to improve skills in drafting B2B and B2C contracts in compliance with EU Law. 

Purpose of the course is to highlight the most recent developments about contract law occurred within the European Union, in order to provide students with the basic principles of the European contract law together with a focus of the main issues related to it. At this regard, peculiar attention will be granted to the projects of unification and harmonization of such an area of law. In particular, the analysis will be carried on taking into account the most important practical and operative aspects that professionals and consumers must address when involved in business transactions, with a specific attention to financial services and consumer protection laws.

Accordingly, the course is structured in two parts. In the first one, the focus will be on the general trend of harmonisation of contractual law with a special attention to selected topics (i.e. unfair contract terms, unfair commercial practices, guarantees in the sales of consumer goods, etc.). The second part will address in detail the most important issues related to consumer contracts in the financial services area (i.e. consumer credit, bank and insurance contracts).

In particular, the following topics will be addressed:

1.             Sources of contract law and projects of unification of EU contract law;
2.             Formation of contracts;
3.             Consumer contracts and Business contracts;
4.             Unfair contract terms;
5.             Unfair commercial practices;
6.             Guarantees in the sales of consumer goods;
7.             Analysis of Contract Models;
8.             Financial services and consumer protection
9.             Consumer Credit contracts and mortgages
10.           Insurance contracts.

The second part will also deal with:

1. Certain key distinctions between EU civil law and US contracts law;
2. Certain key distinctions between the US and EU civil law systems as regards doing business and risk management (i.e. litigation risk);
3. Jurisdictional questions when drafting contracts for us in the US, UK, Canada and other countries;
4. The component parts of a European cross border joint venture (JV) project (which takes into account US and other legal & risk considerations), including how EU companies protect their investment’s abroad contractually when using JVs;
5. Plain English legal drafting techniques;
6. Consideration on the drafting of MOUs, LOIs and term sheets;
7. Performance of due diligence, and reflection in the applicable representations and warranties (and the connection with relevant fiduciary duties, such as ‘care’)
8. Consideration of ‘boilerplate’ contracts clauses in English (a key consideration, as the course is primarily focused on helping non-native English speakers feel comfortable with and competent in working in English on contracts)
9. Consideration of the effects on contracts drafting of the INCOTERMS, UNIDROIT contracts principles and the UN CISG, among other sources.

The course will run under a workshop format requiring active students’ involvement. Students are responsible for reading the material given by the Professor or suggested before coming to class and for providing a meaningful contribution to the discussion. It means to be able to provide accurate and sensible answers and comments whenever personally asked and to contribute new and original ideas.

In preparing for lectures students are required to know any detail of the required readings (academic papers from top journals), but are also invited to extend their reading to related papers listed in the references of the required readings.

All students should pass an oral exam. The eventual request to substitute the oral exam with a final paper has to be approved by the lecturer.