LLM Programme

Module summary

This module provides an introduction to the methodology of comparative law and compares the contract law of common law and civil law jurisdictions. A particular emphasis will be on English, U.S. American and German contract law, but reference will be made to other legal systems.

Additionally, the module will deal with the issue of harmonisation in the area of European Contract Law (e.g. Principles of European Contract Law, Draft Common Frame of Reference, Feasibility Study, Proposal for a European Sales Regulation) and International Sales Law (in particular the Convention on Contracts for the International Sale of Goods, CISG).

Substantive issues covered in the module include contract formation, contract construction, vitiating factors, third-party beneficiaries, performance, non-performance/breach, and remedies

Module syllabus

1. Introduction to Comparative Law: Overview, Objectives and the Basic Methodology
2. Common Law: Introduction to English and US Contract Law
3. Civil Law: Introduction to German Contract Law
4. Formation of Contracts I: Offer
5. Formation II: Acceptance and Agreement Issues
6. Formation III: Consideration and Form (and other functional equivalents)
7. Formation IV: Consideration and Estoppel: England, the U.S. and Australia – Three Countries Divided by a Common Law?
8. Contract Construction and Rectification
9. Good Faith and Precontractual Liability
10. Unilateral Mistakes and Induced Mistakes (Misrepresentation)
11. Formalities & Substance
12. Policing the Content of Contracts
13. Breach and Excused Non-Performance (Impossibility/Impracticability/Common Mistake/Frustration)
14. Remedies I: Specific Performance, Damages and Efficient Breach
15. Remedies II: Measuring Damages
16. Rights of Third Parties – Privity
17. Basics of Private International Law & the sphere of application of the CISG
18. Contract Law in the CISG
19. European Contract Law
20. Revision

Recommended materials

The main bulk of the reading for the seminars will be from the following book:

Hugh Beale, Bénédicte Fauvarque-Cosson, Jacobien Rutgers, Denis Tallon & Stefan Vogenauer, Cases, Materials and Text on Contract Law (2nd edn, Hart Publishing 2010).

Students should have regular access to this book over the academic year. The readings from this book will be supplemented by journal articles, other books, and – in particular – cases from the various jurisdictions.

For an excellent overview of Comparative Contract Law see Konrad Zweigert & Hein Kötz, An Introduction to Comparative Law (3rd edn., trans. Tony Weir, OUP 1998)

While this book is a ‘classic’ and provides both an excellent introduction and very helpful comparative summaries of the topics, it is somewhat dated. Students may prefer to read the book in the library instead of buying it.

For those interested in the three jurisdictions at the heart of this course, the following books are recommended:

I. English contract law:
1. Ewan McKendrick, Contract Law (9th edn., palgrave macmillan 2011) (a concise and accurate presentation of the English position on nearly all the topics discussed in this course)
2. Edwin Peel, Treitel’s Law of Contract (13th edn., Sweet & Maxwell 2011) (for more detail)

II. U.S. American Contract Law:
1. E. Allan Farnsworth, United States Contract Law (rev. ed., Juris Publishing 1999) (a very short introduction)
2. E. Allan Farnsworth, Contracts (4th edn. Aspen Publishers 2004) (for more detail)

III. German Contract Law:
Basil Markesinis, Angus Johnston & Hannes Unberath, The German Law of Contract (2nd edn. Hart Publishing 2006)

Preliminary reading

Zweigert & Kötz (see above) ch. 1, 2, 3 & 5
E. Allan Farnsworth ‘Comparative Contract Law’, in: Mathias Reimann & Reinhard Zimmermann, The Oxford Handbook of Comparative Law (OUP 2006) pp. 899-935

The application process for the 2013-14 academic session is open.
The deadline for applications to be received has been extended to Monday 1 July 2013

Please refer to the How to apply section for information on the application process.