International Sales Law (2235.YR.005435.1)

General information

Type:	OPT	Curs:	1	Period:	S semester
ECTS Credits:	5 ECTS

Teaching Staff:

Group	Teacher	Department	Language
Year 1	Verona Tio Perez-Albert	Derecho	ENG

It is advisable to have taken a course on Contract Law.

It is advisable to have previous knowledge on contractual obligations.

Classroom-based activities: 40% of total credits
Guided activities: 30% of credits
Independent study: 30% of credits

Since its adoption on April 11, 1980, the United Nations Convention on Contracts for the International Sale of Goods (the CISG) has achieved worldwide success. To date it has been enacted in 94 Contracting States, among them leading trade nations, from different legal traditions.

The aim of this course is to introduce the undergraduate student into one of the most important legal instruments governing cross-border sales transactions. The course contributes to the internationalisation of the GED curriculum: firstly, due to it being a subject taught in a foreign language (English), and secondly, because its focus on the international dimension of the contract of sale of goods with which students are already familiar with, help them to become aware of the particular obstacles posed to cross-border transactions and how those may be reduced to a great extent thanks to a uniform text such as the CISG.

The student is expected to:

- Know the CISG as an instrument unifying a substantial part of the law of contracts for the international sale of goods.
- Know the structure of the CISG and its most salient features.
- Be familiar with the CISG databases and know how to seek for relevant information.
- Know the relationship between the CISG and Private International Law rules.
- Know the methods of uniform interpretation envisaged by the CISG.
- Know the influence exerted by the CISG on other international legal instruments and on reforming the law of contract for the sale of goods of domestic legal systems.
- Critically analyze the achievement of the underlying goal of the CISG of promoting legal certainty on international sales transactions

1. The CISG a) History and background b) Overview and structure c) CISG and Private International Law

2. Interpretation a) Guidelines b) Gap filling c) The CISG Advisory Council and case law databases

3. Scope of application a) Contract of sale of goods b) Excluded issues c) International character d) Opting in & out: party autonomy

4. General rules a) Interpretation of declarations of the parties b) The parol evidence rule and the CISG c) Form requirements

5. Formation of the contract a) The unification of the traditional model of offer and acceptance b) Elements and dynamics of offer and acceptance c) The battle of the forms: which standard terms apply?

6. Obligations of seller and buyer a) Delivery of the goods and hanging over the documents b) Conformity of the goods c) Payment of the price d) Taking delivery

7. Remedies (I) a) The concept of breach of contract b) The concept of remedy c) Outline of the system of remedies

8. Remedies (II) a) Common law and civil law traditions reconciled: specific performance b) Avoidance of the contract c) Damages and penalty clauses

9. Exemptions from performance a) Impossibility of performance b) Exclusion of clausula rebus sic standibus c) Force majeure and hardship clauses

Teaching-learning methodology:
The course is based on lecture classes and active class participation. The sessions of the course combine both methods: a lecture on one of the themes of the syllabus of the course and active class participation by the student in the resolution of practical cases which will be posted previously on the course website, and will be discussed in class. This methodology ensures that the student will acquire autonomy and the ability for continuous learning.

ASSESSMENT BREAKDOWN

Basic bibliography:

Readings published on the course website.

Complementary bibliography:

Alessandri, M., Casebook sui contratti di vendita internzionale, Bonomo Editore, 2020.

Dalhuisen, J., Dalhuisen on Transnational Comparative, Commercial, Financial and Trade Law, Volume II, 1st ed., Hart Publishing, 2016.

de Aguilar Vieira, I., Cerqueira, G., (Eds.), The Vienna Convention in America. 40th anniversary of the United Nation Convention on Contracts for the International Sale of Goods / La Convention de Vienne en Amérique. 40eanniversaire de la Convention des Nations Unies sur les contrats de vente internationale des marchandises, Société de législation comparée, 2020.

Di Matteo, L.A., Janssen, A., Magnus, U., Schulze, R., International Sales Law: Contract, Principles & Practice, Hart Publishing, 2016.

Ferrari, F., The CISG and its impact on national legal systems, Sellier, 2008.

Gillette, C.P., Walt, S.D., The UN Convention on Contracts for the International Sale of Goods: Theory and Practice, 2nd ed., Cambridge University Press, 2016.

Huber, P., Mullis, A., The CISG: A new textbook for students and practitioners, Sellier, 2007.

Lookofsky, J.M., Understanding the CISG: a compact guide to the 1980 United Nations Convention on Contracts for the International Sale of Goods, 5th ed., Kluwer Law International, 2017.

Schwenzer, I. (ed.), Commentary on the UN Convention on the International Sale of Goods (CISG), 4th ed., Oxford University Press, 2016.

Schwenzer, I., Hachem, P., Kee, Ch., Global Sales and Contract Law, Oxford University Press, 2012.

Schlechtriem, P., Butler, P., UN Law on International Sales: The UN Convention on the International Sale of Goods, Springer, 2009.

Online resources

CISG Advisory Council: http://www.cisgac.com/

CISG-Online: http://cisg-online.ch/

Pace University - Institute of International Commercial Law: http://www.cisg.law.pace.edu/cisg/text/casecit.html

UNCITRAL: http://www.uncitral.org/uncitral/uncitral_texts/sale_goods.html

UNCITRAL Digest of Case Law on the CISG, 2016 ed.: http://www.uncitral.org/pdf/english/clout/CISG_Digest_2016.pdf

Group	Teacher	Department
Year 1	Verona Tio Perez-Albert	Derecho