European studies - Studi europei

The course deals with international commercial contracts. More specifically, the course covers the following topics: What is an international commercial contract? - The governing law of international commercial contracts (uniform rules of international conventions/national laws applicable by virtue of conflict of law rule or by choice of the parties, HCCH Principles on the choice of Law, UNIDROIT Principles, CISG-Vienna Convention for the International Sale of Goods) – The formation and structure of international commercial contracts (negotiations and drafting) – Most common international commercial contracts (distribution contracts, agency contracts, franchise contracts, joint ventures) – Jurisdiction on international commercial contracts.

There are no prerequisites beyond those set out in the study plan. A good knowledge of private, law, business law, comparative private law, private international law, is strongly recommended.

Mandatory readings for this course include: • R. Cavalieri-V. Salvatore, An introduction to international contract law, Giappichelli, 2024 (https://tinyurl.com/9vvry5n); • M.J. Bonell, The law governing international commercial contracts: hard law versus soft law, The Hague Academy Collected Courses Online (https://tinyurl.com/yenv5d7a); • J. Schmidt, Letters of intent, in Int’l Bus. L. J., 2002, 257 ff. (provided during lessons) • M. Fontaine – F. de Ly, Drafting International Contracts, Martinus Nijhoff eds., 2009 (only selected parties, available for free on Discovery Sapienza) – Chapt. 11 (Assignment Clauses) • M. Fontaine – F. de Ly, Drafting International Contracts, Martinus Nijhoff eds., 2009 (only selected parties, available for free on Discovery Sapienza) – Chapt. 4 (best efforts, reasonable care, due diligence and general trade standards in international contracts) • G. Pillet-P. Rosher, Entire agreement clauses in international business contracts: franco-english comparison, in Int’l Bus. L. J., 2020, 1 ff. (provided during lessons) • M. Bühler, Confidentiality clauses in international contracts, in Int’l Bus. L. J., 2002, 359 ff. (provided during lessons) • M. Fontaine – F. de Ly, Drafting International Contracts, Martinus Nijhoff eds., 2009 (only selected parties, available for free on Discovery Sapienza) – Chapt. 6 (penalty clauses) • H. Konarski, Force majeure and hardship clauses in international contractual practice, Int’l Bus. L. J., 2003, 405 ff. (provided during lessons) • E. A. Farnsworth, The interpretation of international contracts and the use of preambles, in Int’l Bus. L. J., 2002, 271 ff. (provided during lessons) Other texts to be consulted • HCCH Principles on Choice of Law in International Commercial Contracts (https://tinyurl.com/43yzktu9); • UNIDROIT Principles 2016 (https://tinyurl.com/ycyuj2rm) • CISG Convention (https://tinyurl.com/42r29525) Internet resources include: Discovery Sapienza (https://opac.uniroma1.it) (in order to access electronic resources) https://Unilex.info (official website by Unidroit, International Case Law & Bibliography on Unidroit Principles of International Commercial Contracts and on United Nations Conventions on Contracts for the International Sale of Goods). EUR-Lex offers access to EU law, case-law by the Court of Justice of the European Union and other public EU documents: https://eur-lex.europa.eu Official website of the European Court of Justice: https://curia.europa.eu (in particular, the “case law section”, available at https://curia.europa.eu/jcms/jcms/P_106308/en/) Classroom Code: ygm2c4s Students are invited to register to the classroom, where materials will be uploaded.

in presence The course is organised in lectures, each lasting 2 hours. At the end of each lesson a Q&A time is scheduled. An overview of the content of these is outlined below, and these will aim to provide an introduction to the subject matter. In addition to these, if requested, tutorials may be organized on specific arguments. Lessons will take place on Monday and Wednesday, from 8.30 to 10.00 AM, in Room 303

The proposed research topics offer an opportunity for further in-depth analysis of the subjects examined during the lecture. Students will undergo one written evaluation test and the end of the course. The test, which could take place in telematic mode, may consist in the resolution of some multiple-choice questions, as well as the writing of a short essay on the topics covered in previous lessons, as well as a case study.

At the end of each lesson a Q&A time is scheduled. An overview of the content of these is outlined below, and these will aim to provide an introduction to the subject matter. In addition to these, if requested, tutorials may be organized on specific arguments.