Summary Commercial Law

Commercial Law – Global Law year 3 semester 2 – 2020
Mandatory literature: R Goode (et al), Transnational Commercial Law: Texts, Cases and Materials,
2nd ed (OUP 2015)

Table of Contents
Lecture 1+2: What is commercial law? P.3
- lex mercatoria

Lecture 3+4: CISG (Vienna Convention) P.4
- Goode: chapter 8
- scope of application
- fundamental breach
- remedies

Lecture 5: Carriage of goods by sea P.6
- Goode: chapter 9
- bill of lading
- The Hague-Visby Rules
- the Hamburg Rules
- the Rotterdam Rules

Lecture 6: International bank payment undertakings P.7
- Goode: chapter 11
- letter of credit
- demand guarantee
- standby credits

Lecture 7: Agency and distribution P.10
- Goode: chapter 10
- EU First Company Directive
- EU Commercial Agent Directive

Lecture 8: Financial lease P.11
- Goode: chapter 12
- sale and lease back
- financial lease
- operating lease
- Leasing Convention (UNIDROIT)

Lecture 9: Receivables financing P.12
- Goode: chapter 13
- securitization
- forfaiting
- Convention on International Factoring (UNIDROIT)

Lecture 10: International interests in mobile equipment P.14
- Goode: chapter 14
- Cape Town Convention on International Interests in Mobile Equipment


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,Lecture 11: Transactions in securities P.16
- Goode: chapter 15
- EU Financial Collateral Directive
- The Hague Securities Convention

Lecture 12: Cross-border insolvency P.17
- Goode: chapter 17
- Model Law on Cross-border Insolvency (UNCITRAL)
- EU Insolvency Regulation

Lecture 13: Recurrent Issues P.19
- Goode: chapter 20-22
- scope of application
- obstacles to uniformity
- relation to national law



Case list
UK
United City Merchants v. Royal Bank of Canada [1982] UKHL J0520-1.

Lonsdale v. Howard & Hallam Ltd. [2007] UKHL 32 HL.

Singapore

Montrod Ltd. v. Grundkötter Fleischvertriebs GmbH [2001] C.L.C. 466.

Beam Technology (Mfg) Pte Ltd. v. Standard Chartered Bank [2002] SGCA 53.

US
In re Culmer, 25 B.R. 621 (Bankr. S.D.N.Y. 1982).

EU
C-341/04, Eurofood IFSC Ltd., ECLI:EU:C:2006:281.

Misc.
CISG Advisory Opinion no. 15 Reservations under Articles 95 and 96 CISG, 21 and 22 October 2013.
https://www.cisgac.com/cisgac-opinion-no15/

CISG Advisory Opinion no 5, The buyer's right to avoid the contract in case of non-conforming goods
or documents 7 May 2005. http://www.cisgac.com/cisgac-opinion-no-5/

CISG Advisory Opinion No. 7, Exemption of Liability for Damages under Article 79 of the CISG, 12
October 2007. https://www.cisgac.com/cisgac-opinion-no7/




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, Lecture 1+2 What is commercial law?
Commercial law = law between ‘merchants’
- ‘merchants’ – professional parties
- excluded: consumers, non-contractual obligations
- included: (business/trade) practices and usages
- goal facilitate international trade

Medieval lex mercatoria
= law of the merchants
- developed from usage to defined customary law
- universality
- reciprocity of rights
- NOT an organized body of law
- varied from place to place

Harmonization
+ legal frameworks designed specifically for international trade
+ legal certainty
- prevent forum shopping*
+ reduced transactions costs
 BUT many conventions remain unsuccessful

* forum shopping
= when businesses try to avoid certain rules and regulations by conducting their business in a
different state where those regulations do not apply

Interpretation of conventions
- Vienna Convention on the law of treaties (1969)
- article 31: general rule: the ‘ordinary meaning’ of the words used
- article 32: supplementary means such as travaux preparatoires (added note with explanation)




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