This module seeks to introduce students to the core legal principles of commercial contracts. Commercial contracts are everyday commercial transactions, covering various different contracts, such as the sale of goods and services, the law of agency and commercial agency, E-Commerce and Distance Sales. More and more, the rules regulating business-to-business contracts and those regulating business-to-consumer contracts (e.g. the rules as to trading practices and advertising) are diverging.

The module offers an advanced overview of the concepts, theories, and practices of business valuation. Students develop the ability to successfully engage in this important aspect of the business world through exposure to various valuation approaches; company information gathering methods; economic and industry analysis; and financial statement analysis.

(LO1) Students should be able to:

(LO2) - demonstrate thorough knowledge of English and EU rules on commercial contracts, especially sales contracts and agency;

(LO3) - demonstrate critical awareness of the commercial background and the political and legislative issues for commercial contracts;

(LO4) - understand the legal and practical problems arising in commercial contracts;

(LO5) - understand the key “classic” trading practices and their legal implications;

(LO6) - apply a detailed knowledge on key legal aspects of commercial contracts;

(LO7) - locate and handle appropriate legal and non-legal materials;

(LO8) - carry out research in the field of the law relating to commercial contracting.

(S1) Critical analysis appropriate for advanced level masters study.

(S2) Problem-solving skills applicable to complex theoretical and practical contexts.

(S3) Time management and prioritisation skills by working to deadlines.

(S4) Individual and group communication skills by presentations in an online environment (e.g. the virtual classroom).

(S5) Take responsibility for independent learning agenda.

(S6) Reading, analysing and synthesising different viewpoints, becoming familiar with different viewpoints and presenting findings/conclusions in clear, comprehensible, structured format.

(S7) Critical skills with regard to the merits of particular arguments and making reasoned choices between alternative solutions or arguments in all modules and dissertation.

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Week 1 – Types of commercial contracts, formation, interpretation of commercial contracts: commercial and consumer contracts, sale and other contracts (work and materials, bailment, barter, services, agency, hire, hire-purchase), time of formation, form of the contract, price, terms, and what happens when things go wrong between the parties

Expected Responses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: HA – writing a short report on the concept and effect of commercial sales contracts and their distinction from other related contracts.

Week 2 – Sale of goods and services – terms, exclusion clauses, product liability, delivery and payment: description, express terms, implied terms (sec. 12-15 SGA), quality (satisfactory quality, fitness for purpose), sale by sample, incorporation of terms, Unfair Contract Terms Act 1977 (consumer / non consumer tr ansactions), exemptions, Unfair Terms in Consumer Contracts Regulations 1999, negligence and product liability (product, defect, damage), Part II CPA 1987, General Product Safety Regulations 2005 (safe products, strict liability, notices, defences), delivery (place, time, expenses, carrier), payment

Expected Responses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: HA – writing a short report on the quality and implied terms.

Week 3 – Sale of goods – passing of property and risk: specific goods, unascertained goods, future goods, time of the transfer of property, transfer of risk (non-consumer / consumer), unascertained goods from specified bulk, retention of title (Romalpa, mixed goods, unmixed goods), seller not owner, nemo dat non quod habet, exemptions to nemo dat (agent, estoppel, voidable title, seller in possession, buyer in possession, Hire-Purchase Act 1964, court order, statutory power

Expected Responses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: HA – writing a short report on the transfer of risk and transfer of property.

Week 4 – Sale of goods – remedies, damages: buyer’s remedies (specific performance, rejection, damages, recovery of purchase price, consumer sales), seller’s remedies (price, non-acceptance, remedies against the goods), prima facie rules (non-acceptance, non-delivery, breaches of condition or warranty, late delivery), sub-sales (non-delivery, late delivery, quality issues)

Expected Responses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: HA – writing a short report on the buyer’s remedies.

Week 5 – Trading Practices: Unfair commercial practices (unfair practices , general prohibition, misleading actions, misleading omissions, aggressive practices, black list), defences, enforcement, fair trading, Enterprise Act 2002 (criminal offences, enforcement power), e-commerce, distance selling (distance contracts, exempted contracts, information obligations, withdrawal right, performance,, enforcement), jurisdiction, applicable law, enforcement issues in cross-border contracts

Expected Responses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: IP (interim)

Week 6 – Agency, commercial agency: definition and creation of agency, authority (actual, implied, apparent) ratification, agent’s duties (performance, reasonable care and skill, fiduciary duties), relationship between principal and third party, relationship between agent and third party (rights, liability), agent’s rights (remuneration, indemnity),Commercial Agents (Council Directi ve) Regulations 1993 (obligations of principal and commercial agent, remuneration, termination), termination of agency (lump sum payment and calculation of lump sum)

Expected Responses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: Begin the collection of materials for the final assignment from your allocated topic

Week 7 – Financial arrangements: payment / financing methods, credit and security (types of credit, types of security, real security, personal security), consumer credit (hire-purchase, conditional sale, credit sale), guarantors and indemnifiers, unsecured loan, credit (secured / unsecured), guarantee or indemnity, mortgage (goods / land), assignment, Consumer Credit Act 2006 (regulated agreements, linked transactions) control of credit agreements, Consumer Credit Directive 2008/48 (formalities, cancellation, information obligations), bills of exchange

Expected R esponses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: IP (interim)

Week 8 – International Aspects: International sale of goods, Vienna Convention on Contracts for the International Sale of Goods, Bills of Lading, carriage of goods by sea, air, road and rail, choice of law for contractual and non-contractual obligations

Expected Responses: DQI + 3-5 DQF

Study packs to include cases and journal articles, as well as key issues for consideration.

Assignment: IP (final)

Assessment Methods

Contribution to virtual classroom discussion; written assignments; individual project – interim report and final project.

Teaching Method 1 - Online Discussions Description: Weekly Online Discussions and Assignments in Virtual Classroom