AU kursuskatalog arkiv

6840 Drafting commercial contracts ( efterår 2011 - 10 ECTS )

Rammer for udbud

• Uddannelsessprog: engelsk
• Niveau: Masters
• Semester/kvarter: Every semester
• Timer per uge: 3
• Deltagerbegrænsning: 30
• Undervisningssted: Århus
• Hovedområde: Det Samfundsvidenskabelige Fakultet
• Udbud ID: 29409

Tid og sted

Friday 9-12 in building 5008, room 127
first lessons on the 2nd September 2011

Formål

The main purpose of the course is to enable the students correctly and comprehensively to understand how to draft commercial contracts.

During the course the student should - beside the general academic competences - especially attain the following competences:

• the ability to reflect on commercial contract drafting topics and to ask critical questions from a legal perspective
• the ability to reduce complexity of highly complex commercial contract drafting topics and to create an overview of these topics 
• the ability to carry out legal analysis of drafting commercial contracts issues 
• the ability to seek out and select relevant legislative documents, cases and contract clauses
• the ability to comprehend commercial contract drafting problems and to set up a solution
• the ability to present the above in a clear and comprehensive matter in English.

Indhold

This course is aimed at law students with an interest in analysing and drafting commercial contracts. The course is particular relevant for those students who which to seek a career as a lawyer or an in-house legal council in a company.

The course will initially focus on the legal method which is necessary to consider when using dogmatic law as a background law when drafting commercial contracts and the interaction between theoretical and applied legal science. Then the focus will be on how to understand the client and the particular transaction in question so the right contract template can be chosen. This will then lead to an analysis of the overall structure and purpose of the different parts of the contract, from the letter of intent to contract itself. Then, a selection of the most important contract clauses will be analyzed from the point of view of drafting the best clause for the particular purpose and circumstances of the contract. The following clauses will part of an analysis:

1. Recitals, formation and battle of forms clauses
2. Letters of Intent
3. Interpretation clauses and good faith
4. Best efforts, specifications and nonconformity clauses
5. Confidentiality clauses
6. Penalty clauses
7. Limitation of liability clauses
8. Force majeure and hardship clauses
9. Assignment clauses
10. Termination clauses
11. Law and venue clauses

As part of the course the background law must be considered, and the most important differences between drafting techniques in civil law and common law will be highlighted, with a basic reference to Danish contract law and international contract rules and principles.

The course is interactive, and requires the students to participate in discussions and in study groups with members from the different legal traditions. The students will also have to present analysis and proposals for contract clauses. Therefore, attendance at class is important, although not obligatory.

Faglige forudsætninger

It is recommended that the participants have required basic knowledge of contract law from their own jurisdiction.

Underviser

External Lecturer, Senior Legal Counsel Michael Pedersen (Grundfos) and Associate professor René Franz Henschel (Aarhus School of Business, University of Aarhus).

Undervisnings- og arbejdsform

Lectures and student presentations.

English

Litteratur

Marcel Fontaine, Phillip de Ly: Drafing International Contracts: An analysis of Contract Clauses. Transnational Publishers, 2006.

Bedømmelse

Oral exam