- Course Code:
- Unit value:
- Year of study:
- Year 3 of 3 or Year 4 of 4
- Taught in:
- Full Year
Objectives and learning outcomes of the course
At the end of the course, a student should be able to:
- demonstrate sound knowledge and understanding of the areas of English commercial law identified in the indicative syllabus below;
- demonstrate sound knowledge and understanding of the policy considerations which shape commercial law;
- demonstrate knowledge and understanding of areas of difficulty or uncertainty in the law and areas of proposed law reform;
- analyse problems in commercial law, apply the legal principles studied to these problems and present well supported conclusions, both orally and in writing;
- read and study primary and secondary sources of law, with limited staff guidance; and
- identify sources for research and establish a strategy for research using standard and electronic research tools.
Scope and syllabus
Commercial law is a broad subject and the list of particular subjects studied may, and probably will, vary from year to year depending on the present importance of specific topics. The depth of focus of study may and probably will vary from year to year. The text below is therefore representative only.
A general introduction to the course and topic.
Basic Concepts of Personal Property:
Classification of rights; definition of personal property and distinguishing characteristics; legal and equitable ownership; consensual dealing in goods; conflicting claims to tangible and intangible personalty.
Aspects of Contract Law with Particular Relevance to Commercial Law:
Formation and avoidance provisions; classification of statements; terms and rules of construction; privity; variation and novation; waiver and estoppels; misrepresentation; performance; remedies; defences; illegality; impediments to performance and frustration.
The concept of agency; sources of law; types of agents; actual, apparent and usual authority; ratification; relations between principal and agent; the position of a third party in disclosed and non-disclosed agency; termination of authority; dispositions.
Domestic Sales Law:
Introduction History of sales law, ambit of the Sale of Goods Act; language and key definitions; documentary and non-documentary sales; the concepts of title, delivery, possession and passing of risk; passing of property including identification of goods, claims to goods forming bulk and ascertaining the time when property passes. Risk, Frustration and Delivery Risk in specific statutory situations, frustration under the Act and at common law; delivery including the relationship between implied terms and delivery obligation, modes of delivery, excuses for non-delivery, a buyer’s duties, instalment deliveries and remedies for non-delivery and statutory implied terms in favour of the buyer. Statutory Implied Terms in favour of the Buyer Terms, including title, freedom from encumbrances and quiet possession, description, quality, fitness for purpose and exclusion of implied terms. Rejection of Goods and Acceptance The right to reject goods, its consequences and the right to cure and acceptance, its meaning and effect. Misrepresentation and Breach of Contract: the Buyers’ and the Sellers’ Remedies - Remedies for misrepresentation or breach by the seller; duties of buyer and remedies of seller for misrepresentation or breach; title conflicts between seller or buyer and third parties, including the nemo dat rule and exceptions.
Negotiable Instrument, Bills of Exchange etc.:
Concepts of money and payment, instruments generally and in particular aspects of Bills of Exchange and cheques.
Classification and characteristics of credit and security; creation and enforcement of security rights: principles of perfection and priorities; fixed and floating charges; assignments; specific forms of secured business financing; guarantees.
Administration and winding up; cross-border insolvencies.
Commercial Conflicts of Law and the Resolution of Commercial Disputes in the English Courts:
English and EU rules on jurisdiction and recognition and enforcement of judgments; EC procedures relating to certain aspects of Commercial Law; resolution of commercial disputes in the English courts; overview of commercial arbitration.
Fit with Programmes:
English Commercial Law is widely used for international commercial transactions (the majority of disputes heard by the English Commercial Court concern non-English parties). In addition, English law is the basis for the commercial law of nearly all Commonwealth jurisdictions and has many similarities with that of the United States. Contract Law, Commercial Law and Company Law constitute the basis of professional commercial legal practice. Commercial Law is therefore an important missing element in the School of Law’s UG commercial offerings and is a fundamental topic for the School of Law to offer. Its introduction is a significant part of the changes which are needed to keep the School of Law competitive in the new fee environment.
A knowledge of commercial law is well regarded by a broad range of employers.
There is a small degree of overlap with Company Law, mainly in corporate collapse and security. The convenors of the two courses will ensure that there will be no overlap in essay topics or examination questions (Nicholas Foster will be the convenor of both courses).
To provide a sound understanding of the sources, principles and application of English commercial law on a general level and a more detailed knowledge of certain specialist topics.
Method of assessment
Assessment weighting: 100% unseen examination.