LA0845 - Commercial Law

Reading
Main Text
Bradgate & White: Commercial Law, LPC Guide, OUP

Supplementary Reading
Bradgate: Commercial Law, Butterworths
Goode: Commercial Law, LexisNexis
Sealy & Hooley: Commercial Law Text, Cases & Materials, OUP
Christou: Drafting Commercial Agreements, Sweet & Maxwell
Chuah: Law of International Trade, Sweet & Maxwell
Rodger & MacCulloch: Competitiion Law and Policy, Cavendish

E-Learning Portal Site and Materials
A range of materials to support both large and small group sessions and to facilitate directed learning will be provided via the Commercial Law e-learning portal site.

Element 1: Sale and supply of goods and supply of services

The law and practice involved in the sale and supply of goods and supply of services (acting for the buyer and the seller) including:

1. legal, practical and commercial issues relevant to the passing of property and the allocation and management of risk in commercial contracts
2. the nature and effect of express terms, implied terms and exclusion clauses
3. key provisions in a commercial contract
4. legal and practical issues relevant to the performance of the contract and the consequences of breach
5. practical and commercial issues relevant to the client and the client’s objectives
6. legal issues relevant to particular types of sale transaction, such as sales via electronic means


Element 2: Agency agreements

The common law and statutory provisions relevant to the agency relationship and agency agreements including:

1. the nature, creation and termination of an agency relationship
2. the nature of the relationship between principal and agent and the ways in which the agent has authority to act
3. the relationship between principal, agent and third parties
4. the application and impact of the Commercial Agents (Council Directive) Regulations 1993 on the agency agreement
5. key provisions in an agency agreement
6. the impact of EU competition law on the construction and drafting of an agency agreement

Element 3: Distribution and Franchise agreements

The legal and commercial issues relevant to distribution and franchise agreements including:

1. the nature of distribution and franchise agreements and their commercial role
2. key provisions in franchise and distribution agreements
3. the impact of EU competition law on the construction and drafting of distribution and franchise agreements

Element 4: Security and financing arrangements

The legal and commercial issues involved in the creation of different types of security interest including:

1. different types of security interest and their relative advantages and disadvantages
2. the appropriate security in a given commercial situation
3. different methods of financing commercial transactions

Element 5: International commercial transactions

The legal and commercial issues relevant to transactions involving the sale of goods where buyer and seller are in different jurisdictions and/or goods are transported from one country to another including:

1. legal, practical and commercial issues relevant to the passing of property and allocation of risk in international commercial contracts
2. the different types of international sale contract involving carriage of goods by sea
3. particular methods of financing international commercial transactions

This elective aims to provide students with:
an appreciation of the law which forms the foundation of commercial practice with particular reference to commercial sales;
an awareness of drafting issues in standard form contracts;
a knowledge of different forms of marketing arrangements and the impact of EU law on these arrangements;
an appreciation of the international dimension to commercial sales;
a knowledge and understanding of different forms of security and their commercial application and methods of financing commercial transactions;
a knowledge and understanding of issues relating to commercial risk, conduct and regulation issues.

It is also designed to enable students to further develop:
practical legal research and drafting skills acquired during Stage 1;
negotiation skills;
an appreciation of the financial and commercial constraints on commercial clients’s and how they influence the role of the solicitor.

On completion of the Commercial Law vocational elective, students should

1. understand the law which forms the foundation of commercial practice with particular reference to commercial sales

2. be aware of drafting and negotiation issues in examples of the most common types of commercial contract and appreciate the relative bargaining strengths of the different parties involved

3. be able to draft, review, amend, and advise on matters relevant to, the most common types of commercial contract, building on practical legal research and drafting skills acquired during stage 1.

4. demonstrate a knowledge and understanding of different forms of marketing arrangements and the impact of EU competition law thereon

5. demonstrate a knowledge and understanding of different forms of security and their commercial application and methods of financing commercial transactions

6. demonstrate an understanding of the international dimension to commercial sales

7. be able to analyse and advise upon issues relating to commercial risk and identify conduct and regulation issues as they arise

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The module will be delivered through a combination of large and small group sessions, directed learning and independent learning.

The large group sessions will be delivered to the entire module cohort and will be used in part to introduce students to the major principles of each topic. They will place these principles in context by examining them against relevant factual scenarios.

The small group sessions (which will consist of between 16 – 20 students), will, in conjunction with the directed and independent learning, expand on the material covered in the large group sessions with emphasis on the use of practical scenarios as the basis for relevant skills based and interactive sessions to apply that material to the scenario. For example, some of the sessions will include the opportunity to participate in role play negotiations involving contractual terms as one of the legal advisers involved. Other sessions will require problem solving skills to identify key issues, plan strategies for taking problems forward and drafting aspects of the necessary documentation to do so. Where appropriate to the subject area students will be required to analyse and critique relevant legal material.

Students will be given directed learning which will both expand on the materials provided in the large group sessions and cover specific topics not dealt with in those sessions. This will be supported by formative self test questions. Students will also be expected to carry out independent learning to both expand on the materials covered in the large group sessions and directed learning and to prepare for the tasks in the small group sessions. Examples of independent learning will include locating and reading relevant legal source material.

Experiential learning is prevalent in the simulated practice exercises that take place in most of the small group sessions

a Summative assessment and rationale for tasks

Summative assessment will be provided by an examination made up of a three hour open book practical paper based on advance documents. The use of advance documents allows the subject team greater opportunity to test knowledge and application in the examination and allows greater use of realistic legal scenarios.

b. Additional formative assessment – detail of process and rationale

Formative assessment will be provided by a combination of self test questions which students will complete through the module e-learning portal site and in small group sessions.
Students will also have the opportunity to sit a mock open book examination paper.

c. Indication of how students will get feedback and how this will support their learning

Detailed answers to the self test questions will be available on the e-learning portal and feedback on the mock examination will be given via the e-learning portal and in a large group session..

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