International Business Law 2023-2024 Module Handbook - Updated (Nov 23)
International Business Law 2023-2024 Module Handbook - Updated (Nov 23)
International Business Law 2023-2024 Module Handbook - Updated (Nov 23)
MODULE OUTLINE
Module code: LAW 9008M
Level: LLM
Credit points: 30
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International Business Law
Module Synopsis
This module focuses on two transaction of central importance to international sale of
goods - contracts for the sale of goods and contracts for carriage. In relation to sale of
goods it considers contracts governed either by the English law of sale of goods (Sale
of Goods Act 1979, “SGA”), or by the UN Convention on Contracts for the
International Sale of Goods 1980 (“CISG”). In relation to carriage it considers the
different types of carriage contract, the problems of carriage of goods by sea, and
methods of payment.
Jason Chuah, Law of International Trade ( 6th edn, Sweet & Maxwell 2019).
Indira Carr, International Trade Law, (6th edn, Routledge, 2017)
Assessment method
The module will be formally assessed by means of a written assignment of 3,000
words accounting for 60% of the module and a research exercise of 1000 words
accounting for 40% of the module.
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Organisation of the Module
Teaching will be arranged in ten-week blocks, with in-class seminars every week. However,
where necessary, the University’s protocol on social distancing may require that you will be
taught in small seminar groups requiring in-class seminars in different groups. In this case,
you should check your timetable to know your group – and check it quite often to know if
there are any changes. Seminars will be based on prior extensive reading on particular topic
areas. Seminar questions are set to serve as a useful guide for prior reading. On some
weeks, students will be asked to prepare a relatively informal presentation on one of the set
questions. At the end of the ten-week block, there would be an assessment period.
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04/12 Lecture/Seminar 10 Bills of Lading. The Hague/Visby Rules and
Carriage of Goods by Sea Act 1992
Seminar Worksheets
For each seminar sessions you will find a reading list (with one or more of the following;
journal articles, books, cases etc.), and a number of questions.
You are expected to have engaged with key readings on the list and to have attempted to
answer the questions before each in-class seminar.
You should prepare to participate in discussion about that week’s topic area, the relevant
principles and cases, and your provisional answers to the set questions. As you discuss this
material in each seminar, with your tutor and fellow students, your understanding of the
topic should be clarified, and your confidence in discussing, debating, and defending ideas
will develop.
Seminars indicate the Learning Outcomes and in certain instances, Checkpoints. The
checkpoints will enable you reflect on your learning as regards the topic.
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Week 0/Seminar 1 Introductory Lecture
Learning Objectives: To introduce you to the module.
Reading
Introductory Lecture
This lecture will be a gentle introduction to the module. The tutor will take you
through the following:
learning outcomes – what you should know and be able to do once you have
completed the module
reading – books, journal articles, cases
teaching methods
lectures and seminars – how you should approach these; the value of notetaking;
avoiding over-reliance on the PowerPoint slides provided.
How to use the discussion board to upload information on Blackboard.
seminars – need for them and amount of preparation required; need to be willing and
able to contribute
assessments.
.
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Seminar 2 (w/c 02/10/2023) Introduction – Legal Issues in
International Sale of Good Transactions.
Learning Objectives: To introduce you to the module
Reading:
1. For issue 1, any textbook on the English law of contract will do.
2. Chuah,J Law of International Trade,Ch 1.
3. Bridge,M,The International Sale of Goods, Ch 1,sections A and C
Discussion
1. Examine aspects of English Contract law (formation, consideration, implied terms,
remedies etc).
2. Consider the problems that are likely to arise in relation to international contracts for
the sale of goods.
3. Consider briefly how it is determined which set of legal rules (e.g.
Sale of Goods Act 1979 or Vienna Convention on the International Sale of Goods)
apply to a part-icular contract
Think about issue 2 in advance of the seminar and come prepared to discuss this area.
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Seminar 3 (w/c 09/10/2023) Formation Rules, Including Internet
Contracts.
LO (Seminar): This seminar will consider the way courts decide whether, and if so, when an
international sale of goods contract has come into existence under the Sale of Goods Act 1979
and the CISG.
Reading:
1. Proton Energy Group SA v Or/en Lietuva [2013] EWHC 2872 [A transcript is currently on BB
in the learning materials page. Read this case and come prepared to present/discuss
formation issues.]
2. Chuah, J Law of International Trade, Ch 2,2.001-2.016, Ch 5,5.001-5.012
3. Carr,I, international Trade Law, Ch 3.
4. CISG, Articles 12 – 24 see
Schwenzer,I and others, International Sales Law: A Guide tothe CISG, pp 97-170
5. Stone,R,'Forming Contracts Without Offer and Acceptance', [2012] WebJCLI 4- to be
found at http://webjcli.ncl.ac.uk/2012/contents4.html
Extra Reading:
Bridge,M, The International Sale of Goods, Ch 12,12.01-12.13
Adams,J ,and MacQueen, H Atiyah's Sale of Goods,Ch 3 and pp 433-436
Discussion Questions:
1. How do courts determine whether the parties to an alleged contract
for the sale of goods have reached an agreement?
2. Can a contract be formed by actions rather than verbal agreement? If so, how?
3. What is the role of the doctrine of "consideration" under the Sale of Goods
Act 1979 and the CISG?
4. Is it possible for a party to an agreement for the international supply of goods to
argue that the transaction was not intended to have legal effect, but was binding in
honour only?
5. Global Auto systems, based in Dusseldorf, in Germany, contracts by email
with Fine Motors in Birmingham, UK, to purchase 500 electric motors. When and
where is the contract made? What would be the position if the CISG applied?
6. As in 5, but GA makes the contract by placing its order through Fine Motors'
website. When and where is the contract made? What would be the position if the
CISG applied?
7. As in 5, but FM offers a special price on the motors, which it promises to keep
open for 7 days. Is this promise binding on FM under the Sale of Goods Act
1979? What about if the CISG applied?
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Seminar 4 (w/c 16/10/23) Terms of the Contract: The Obligations of
Buyer and Seller.
Learning Objectives: This seminar will consider terms of the contract, express and implied and
the basic obligations of the buyer and seller under the Sale of Goods Act 1979, and the CISG.
Reading:
1. Chuah ,J Law of International Trade, Ch 3, Ch 5, 5.014-5.019
2. Bridge, M, The International Sale of Goods, Ch 2, 2.01-2.37, 12.14-12.23
3. Adams, J, and MacQueen, H Atiyah's Sale of Goods, Chs 8, 13, 17 and 18
4. CISG Articles 30-44, 53-60 – see Schwenzer I and others, International Sales
Law: A Guide to the CISG, pp 204 – 358, 418 – 460
Cases:
1. Evans v Andrea Merzario [1976]2 All ER 930
2. Great Elephant Corporation v Trafigura Beheer [2013] EWCA Civ 9051745
3. The Playa Larga [1983]2 Lloyd's Rep 171
4. Aswan Engineering Establishment v Lupdine [1987]1WLR 1
5. Teheran-Europe Co Ltd v ST Belton (Tractors} Ltd [1968] 2 QB 545
6. RG Grain Trade LLP v Feed Factors International Ltd [2011] EWHC 1889 (Comm}
Discussion Questions:
1. What are the essential obligations of the seller and buyer, and where do these
appear in the SOGA and CISG?
2. To what extent are statements made prior to a contract relevant to the
obligations existing under it?
3. What terms are implied as a matter of law under the Sale of Goods
Act and the CISG? When Judge
Mackie in Proton Energy v Or/en (see Seminar Two} says (at para 60}
"The parties are always free to make the quality a condition of
the deal but, unlike description, it is not implied by statute"
was he right?
If so, what did he mean?
4. How strict is the obligation to supply goods which match the contract description?
5. We shall consider remedies in more detail in a later seminar, but what
options are open to a buyer who is unsatisfied with the seller's performance?
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Seminar 5 (w/c 23/10/23) The Passing of Property and Risk.
LO (Seminar): This seminar will examine the passing of property and risk under the CISG
and compare it to the rules of the SGA 1979.
Reading:
1. Sale of Goods Act 1979
2. CISG
3. Jason Chuah, Law of International Trade ( 6th edn, Sweet & Maxwell 2019).
4. Indira Carr, International Trade Law, (6th edn, Routledge, 2017)
Discussion Questions:
1. When does property pass under (a) the SGA 1979; (b) the CISG?
2. When does risk pass under (a) the SGA 1979; (b) the CISG?
3. What are the implications of the answers to questions 1, 2 for the
question of who should insure the goods?
4. Taking into consideration that above points what terms do businesses need to
consider when negotiating international contractual agreements?
Activity:
Research two cases concerning the transferring of property and risk for an international
contract, one should be concerning the rules of the SGA and one should be concerning the
rules of the CISG. Prepare a case summary on each case to present to the seminar.
You should be able to demonstrate in your summary a full understanding of the two pieces
of legislation as well as the approach taken by the Courts in these international disputes.
Have a look at this site as it will help you to visualise the CISG:
https://www.law.pitt.edu/centers/center-international-legal-education/cisg-song
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%2FInternationalCases&searchId=i0ad73aa70000017c27b424f7431eab9f&collectionSet=uk
dp-rprts-all&transitionType=ListViewType&contextData=(sc.Search)
Reading
1. Chuah,J Law of lnternational Trade, Ch 4,4.039 - 4.070
2. Bridge,M,The International Sale of Goods,Ch 8,8.34-8.42
3. Adams,J, and MacQueen,H Atiyah's Sale of Goods,Chs 26,pp 467-478
4. Sale of Goods Act 1979, ss 19-25.
Cases:
1. Aluminium lndustrie v Romalpa Aluminium Ltd [1976] 1WLR 676
2. Clough Mill Ltd v Martin [1984] 3 All ER 982
3. Re Peachdart Ltd [1983] 3 All ER 204
Discussion Questions:
1. What has influenced the rules on the passing of risk in international sales from an
historical perspective?
See Pyrene Co Ltd v Scandia Navigation Co Ltd [1954] 2 QB 402
2. Why might a seller wish to delay the transfer of title and retain the right of disposal
of the goods?
3. Review sections 19,21 (1) and (2) of the SGA 1979; explain the significance
of these provisions?
What limitations have the English courts placed on the ability of the seller to protect
against default by a buyer who has obtained possession of the goods?
What are the implications of the above rules for FOB and CIF contracts?
4. Can an “FOB contract” which contains a retention of title clause still be correctly
categorised as “FOB”?
5. ABC Ltd in England sell 60 tons of grain to KLF Importers in Hong Kong. The
contract is expressed to be "FOB". ABC include a provision retaining title in the
grain until KLF have paid the price (which is due on delivery). The grain is
loaded onto the ship nominated by KLF at Southampton but deteriorates in transit. W
ho will bear the loss?
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6. As in 5, but the contract is expressed to be "CIF Hong Kong" and KLF
arranges for the transport by ship from Southampton to Hong Kong.
Have a look at these sites as they will help you to visualise the difficulties and
practicalities of using retention of title clauses.
https://www.shoosmiths.co.uk/insights/comment/webinar-corporate-insolvency-the-new-
rules
https://www.pinsentmasons.com/out-law/guides/retention-of-title-clauses
https://www.investopedia.com/ask/answers/020215/what-difference-between-cif-and-
fob.asp
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Seminar 7 (w/c 13/11/23) Methods of Payment
LO (Seminar): This seminar examines issues of financing and payment in relation to
international sale of goods contracts. Particular focus shall be on documentary credits and
performance guarantees.
Reading:
1. Chuah,J Law of International Trade, Ch 11
2. Clarke MA,Hooley,RJA, Munday RJC, Sealy LS, Tettenborn AM, Turner
PG CommercialLaw,Text, Cases and Materials, (5th edn,OUP,2017), Part V
3. Bridge,M,The International Sale of Goods, Ch 6
4. Adams,J, and MacQueen,H Atiyah's Sale of Goods,Ch 24
Discussion Questions:
1. What are the risks involved in an international sale of goods transaction which have
led to the various mechanisms for payment which are commonly used?
2. What are the main methods by which international sale of goods contracts are
financed?
3. What is a "bill of exchange" and how does it operate in relation to
international sale of goods contracts?
4.
How do documentary credits operate? Are there any potential pitfalls in relation to
this method of payment?
5. What is the status of the Uniform Customs and Practice for Documentary
Credits (UCP 600) (a) in law;(b) in practice?
6. What is the function of a "performance guarantee" and how does it operate?
7. QuikCloth Ltd contracts to buy 750 bales of batik material from Mohan in Kuala
Lumpur, CIF Liverpool. Payment for the goods is to be by bankers’ letter of credit
against documents. QuikCloth Ltd then instructs the bank, Bold Bank in London to
‘make credit available in Kuala Lumpur to Mohan’. The credit is opened by the Bank
and Mohan is informed of the credit in his favour by Bold Bank.
Two weeks later, Mohan produces at Bold Bank’s main branch in London, an invoice
number X7623 requesting payment of £10,000 for 750 bales of material and a policy
of insurance and a bill of lading referring to ‘goods as specified in invoice X7623’.
Bold Bank makes payment to Mohan of the £10,000 ‘under reserve.’
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It is subsequently discovered that Mohan had acted fraudulently and have never made
shipment. Discuss the rights and liabilities of Bold Bank with reference to the
documentary credit arrangement.
Reading:
1. Chuah, J Law of International Trade, Ch 2, paras 2.107-2.127, and Ch 5, paras 5.029-5.030
2. Bridge, M, The International Sole of Goods, Ch 7, paras 7.06-7.36, and Ch 12,paras 12.61-12.65
3. Adams, J, and MacQueen,H Atiyoh's Sole of Goods, Ch 20,pp 349-359
4. CISG, Article 79- see Schwenzer, I and others, International Sales Law: A Guide to
the CISG, pp 583-600
5. Law Reform (Frustrated Contracts) Act 1943
Discussion Questions:
1. What is meant by "frustration" of a contract? How does it differ from,
(a) mistake
(b) breach?
What is the equivalent concept in the CISG?
2.How might a contract for the international sale of goods be frustrated? Are the
categories of frustrating event closed?
3. What is meant by "self-induced frustration”, and what are its consequences?
4.What are the consequences of the frustration of a contract (a) under English
common law;(b) under the 1943 Act;(c) under the CISG?
5. What are the characteristics of a force majeure clause?
6.What advantages or disadvantages arise from using a force majeure clause, as
opposed to the rules on frustration?
7. Abel (Dubai) Ltd contracts to sell 500,000 barrels of oil to Cain (UK) Ltd, FOB
Fujairah. The shipment date is to be between 12 and 30 September. On 5
September the oil refinery from which Abel intended to obtain the oil is closed as a
result of a terrorist explosion at the refinery. It is unlikely to open again before
December. Has the contract been frustrated under English law? What would be the
position under the CISG?
8. As in 7, but the contract is CIF Liverpool, with the same shipment dates. On 5
September the dockworkers at Liverpool announce an indefinite strike, with the
result that no ships can enter or leave the port?
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8. Corbin Art Galleries in the UK contract with Artonov Collections, based in Ukrai
ne, to buy two statues by a famous Russian artist, which are currently in Ukraine,
at a price of £2 million. Corbin pays £500,000 on the signing of the contract. Wh
at are the consequences if (a) the ship carrying the statues to the UK sinks;
(b) the Ukraine government imposes an export ban on all art works;(c) one of
the statues is stolen before shipment, but the other is still available? How might
Corbin or Sinbad word a force majeure clause to protect themselves in relation t
o such situations?
Reading:
1. Chuah,J Law of International Trade,Ch 4,paras 4.001-4.038,Ch 5,paras 5.021-
5.037 ,and Ch3,3.052 - 3.058
2. Sealy, LS and Hooley,RJA,Commercial Law Text Cases and Materials, Chs 12 and 13
3. Bridge,M,The International Sale of Goods, Ch 10,paras 7.06-7.36,and Ch 12, paras 12.24-
12.60
4. Adams,J, and MacQueen,H Atiyah's Sale af Goods,Chs 14, 26,27, 28,and 30
5. CISG, Articles 45-52,61-65
6. Schwenzer,l and others,International Sales Law: A Guideto the CISG, pp 359-417 and 4
61-482
7. Unfair Contract Terms Act 1977
Questions to consider:
1. What is a fundamental breach of contract as described in Art 25 CISG and in English
law?
2. What remedies are available to the unpaid seller as regards (a) recovery of the goods
(b)payment of the price;
(c) consequential losses? Consider both English law and the CISG
3. What remedies are available to the buyer in relation to (a) non-delivery; (b)incomple
te delivery;(c) delivery of goods which are defective or do not match their
description? Consider both English law and the CISG.
4. What is meant by the doctrine of “remoteness” and how does it operate to limit the
extent of damages?
5. What is meant by "mitigation" and what obligations does it place on a party who is
not in breach in relation to a claim for damages against a party who is?
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6. To what extent can a party limit its liability to damages by including an exemption
or limitation clause in its contract? What approach do English courts take towards th
e interpretation of exclusion clauses?
7. What is the likely effect of the Unfair Contract Terms Act 1977 on exclusion or
limitation clauses contained in a contract for the international sale of goods?
Reading
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a. How does estoppel operate in relation to statements on the bill of lading?
- See Compania Naviera Vasconzada v Churchill [1906] 1 KB 237.
b. What is the effect of s.4 Carriage of Goods by Sea Act 1992? What happens if the
carrier/shipowner endorses the bill of lading with the words ‘weight unknown’?
- See also Grant v Norway (1851) 10 CB 665 and The Mata K [1998] 2 Lloyd's Rep
614.
6. When will The Hague Visby Rules apply to a contract of carriage? Are they a part of
UK law?
- See The Giannis NK [1999] and Bunge SA v ADM Do Brasil Ltd [2009].
- See Art IV (6) of The Hague Visby Rules.
7. Art III rule 1 refers to the exercise of due diligence by the carrier; What does this
mean?
- Muncaster Castle [1961] and The Hellenic Dolphin [1978].
8. What is the standard of care of the carrier in relation to cargo, according to The
Hague/Visby Rules Art 111 rule 2? How far does this obligation extend?
a. What is the effect of a deviation under the Hague-Visby Rules?
b. What are the ‘excepted perils’ in Art IV r2?
o See Albacora v Westcott and Laurence Line [1966] 2 Lloyd’s Rep 53.
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Seminar 11 (w/c 11/12/23) Assessment Skills
Learning Objectives: This seminar requires you to familiarise yourself with the university
marking criteria, and the approach taken to marking student assessments. It also requires you to
take the place of the marker. You are also given an opportunity to prepare an example plan for an
essay question in a similar style to that of your assessment question. This knowledge and skills
practice will then allow you to test your plan against marking criteria by marking 3 example
answers.
Once you have read the question, you should formulate an essay plan. Your essay plan
should include:
a. An outline structure.
b. Your key points arguing that the statement is accurate, or that the
statement is inaccurate.
c. The key sources of law, cases, statutory provisions, and examples that you
will cite in support of your discussion.
d. Your tentative conclusion offering a snapshot of your answer to the
question posed.
Come to the seminar prepared to share your outline plans in small and large groups.
You may wish to revisit relevant seminars from the module.
You are required to read each assignment, and the relevant university marking criteria.
Once you have read the assignments, you are required to:
a. Give each answer a mark out of 100.
b. Provide a minimum of 3 reasons for your answer.
c. Come to the seminar prepared to share your marks and reasons for marks
awarded with both small and large groups.
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