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It will explore the context, history, drivers, concepts and sources of commercial law. Emphasis will be placed on the application of the relevant legal principles to a number of common commercial situations and also the practical issues involved.

Students will become familiar with a range of issues affecting the sale of goods, both domestically and internationally. During the module, students will also explore and contrast competing legal regimes in respect of international sale of goods transactions, highlighting that law itself is a ‘commodity’. It will also provide a structured opportunity for reflection on possible future directions in commercial law.

Topics covered

• The nature of commercial law. The central pillars of commercial law in England and Wales as well as internationally, including their history, drivers, sources and key debates.
• Sale of goods. Distinction between commercial and consumer sales. The significance of, and approach taken to the interpretation of, the Sale of Goods Act 1979. The components of the definition of a contract of sale of goods. The significance and circumstances in which property in goods and/or risk passes from a seller to a buyer. The nemo dat rule and the exceptions to the nemo dat rule (including an outline of the concept and principles of agency). The duties of the seller to deliver and the buyer to accept goods. The implied terms in ss.12–15 of the Sale of Goods Act 1979. The limits imposed on attempts by the seller to exclude or restrict liability for breach of the implied terms. The remedies available to the buyer and the seller where there is a breach of the sale contract. The use of retention of title clauses and the limits of such clauses. The distinct approach taken by the Consumer Rights Act 2015 and the residual importance of the Sale of Goods Act 1979. The regime of statutory terms and the range of remedies available in consumer sales.
• International sales transactions. Common types of international sales transactions (including FOB contracts and CIF contracts). The importance and nature of documents in international sales transactions (including bills of lading). Identify competing international sales law regimes.
• The UN Convention on Contracts for the International Sale of Goods (CISG). The background, application and scope of the CISG. The key provisions of the CISG, contrasted with the provisions of the Sale of Goods Act 1979, including provisions on interpretation, good faith, obligations, remedies and risk.
• Financing of international trade. The concepts of credit and security. The background considerations in the financing of international trade. The legal framework for common methods of financing international trade, including the documentary credit.

Learning outcomes

If you complete the module successfully you should be able to:

• Understand the history, concepts, drivers, sources and key debates related to the central pillars of commercial law in England and Wales, as well as internationally.
• Demonstrate a comprehensive knowledge of the law relating to the sale of goods in England and Wales, as well as the significance of the Sale of Goods Act 1979 to international sales transactions.
• Explain common types of international sales transactions (including FOB contracts and CIF contracts) and assess the importance and nature of documents in international sales transactions (including bills of lading).
• Contrast the key provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) with relevant provisions of the Sale of Goods Act 1979.
• Understand the legal framework for common methods of financing international trade, including the documentary credit.
• Research and critically analyse complex legal questions and issues.
• Effectively articulate well-researched arguments and solutions to complex legal issues including across a range of such issues.
• Critically reflect on learning, identifying areas for improvement and responding appropriately.
• Critically evaluate legal issues in any relevant social, economic and political context taking account of their policy and doctrinal importance.

Assessment

4hr 15 mins unseen examination

Essential reading

• McKendrick, E. Goode and McKendrick on commercial law.(àËÅöÊÓƵ: Penguin, 2021) sixth edition [ISBN 9780141991887].