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THE LAW OF INTERNATIONAL SALES CONTRACT

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Versione italiana
Academic year
2019/2020
Teacher
PIETRO FRANZINA
Credits
6
Didactic period
Primo Semestre
SSD
IUS/13

Training objectives

Knowledge and understanding: the course aims at providing a critical understanding of the main issues surrounding the contracts for the international sale of goods, as regards both the substantive regulation of those contracts and the resolution of disputes relating thereto (judicially and through arbitration).
Skills: by combining the study of the relevant rules and the discussion of their practical operation in the framework of court and arbitral proceedings as well as in the drafting process, the course intends to provide the skills required from those involved in the negotiation of international sale contracts, their implementation and the management of disputes.

Prerequisites

Students are expected to possess a basic knowledge of Constitutional Law, International Law, European Union Law, Private Law and Civil Procedure. At any rate, in order to be admitted to the examination, students must have first passed the following exams: Constitutional Law, Institutions of Private Law, European Union Law. A fruitful participation in the interactive seminars presupposes a basic knowledge of the English language, since most of the documents on which the seminars are based are drafted in English.

Course programme

A. THE LAW OF INTERNATIONAL SALES CONTRACTS
1. The main issues and their inter-relationship: the substantive regulation of sales contracts and the settlement of disputes relating to such contracts.
2. The sources of the law and their articulation: domestic, regional and international sources; State rules, trade usages and private standards.
3. The policies underlying the law of international sales contracts.

B. THE SETTLEMENT OF DISPUTES REGARDING INTERNATIONAL SALES CONTRACT
1. The jurisdictional authority exercised by State courts: the different aspects of jurisdiction and the issues arising in connection therewith whenever a transnational element is present. In particular: the issue of adjudicatory jurisdiction, specifically as regulated under Regulation (EU) No 1215/2012; the recognition and enforcement of foreign judgments, especially within the European judicial area in accordance with Regulation (EU) No 1215/2012, Regulation (EC) No 805/2004 and Regulation (EC) No 1896/2006.
2. International commercial arbitration: the legal nature of arbitration and the main feature of the rules governing it. In particular: arbitral agreements; the arbitral procedure; the recognition and enforcement of arbitral awards within domestic legal orders, in particular as regulated by the di 1958 New York Convention.

C. THE SUBSTANTIVE REGULATION OF INTERNATIONAL SALES CONTRACTS
1. The different techniques employed and their articulation.
2. Conflict-of-laws rules: Regulation (EC) No 593/2008 on the law applicable to contractual obligations (“Rome I”) and the 1955 Hague Convention on the law applicable to international sales of goods.
3. Internationally uniform substantive law: the 1980 Vienna Convention on contracts for the international sale of goods (CISG).
4. International trade usages and their private codification.

D. INTERNATIONAL SALES CONTRACTS IN PRACTICE: SELECTED PROBLEMS
1. Negotiating and drafting international contracts – The various forms of contracting, from standard terms to individual negotiation. Pre-contractual negotiations and the responsibility possibly arising therefrom. Structuring and drafting the agreement, between freedom and recurring formulas. Some often encountered clauses.
2. International payments – Money viewed from the standpoint of law: money as a measure of contractual obligations, money as a means of payment. Means of payment: in particular, international bank transfers. Letters of credit.

E. CASE STUDIES (12 hours out of 40)
Interactive case-study sessions on issues covered in section B and C above.

F. SOURCES OF INFORMATION
Practical workshop on the use of databases and other sources of information regarding the law of international sales contracts.

Didactic methods

The course consists of lectures (25 hours) and interactive seminars (15 hours). Interactive seminars involve the analysis and discussion of case law and contract models, made available to students through the website of the course (please note that a significant part of the materials is in English). Students are expected to actively take part in the seminars. Such active participation may consist, for example, in illustrating previously studied materials to the rest of the students or in carrying out practical case studies in light of the proposed readings.

Learning assessment procedures

Students are examined orally. The exam is meant to assess the ability of the student to solve practical and actual problems based on a reasoned illustration of the acquired competences. In assessing the students, the following elements will be taken into account: (a) the ability of the student to identify the normative framework of the issues on which he or she is examined; (b) the ability of the student to properly structure the reasoning on which his or her answers are based, passing steb-by-step from premises to conclusions; (c) the appropriateness and richness of normative, judicial and scholarly sources on which the student's reasoning is based; (d) the ability of the student to adopt a critical approach to the topics studied.

Reference texts

The recommended textbook for all students is P. FRANZINA, La compravendita internazionale di beni mobili - Competenza giurisdizionale e diritto applicabile, Libreriauniversitaria.it, 2018. In addition, students who have attend the classes must prepare on their own notes of lectures, while students who do not attend the classes, must study the following two articles: U. MAGNUS, The Remedy of Avoidance of Contract Under CISG - General Remarks and Special Cases, 25 Journal of Law and Commerce (2005-06) 423-436, e F. FERRARI, Gap-Filling and Interpretation of the CISG: Overview of International Case Law, 7 Vindobona Journal of International Commercial Law & Arbitration (2003) 63-92; both texts are also available through http://www.cisg.law.pace.edu.