International Commercial Contracts
- Departamento: Maestría en Derecho - LLM
Carga horaria: 33 h (22,5 sincrónicas-híbridas y 10,5 asincrónicas)
Breve descripción del curso
Prof. Alejandro M. Garro
Thursdays, September 7 through November 2, 2023, 5 pm to 7:30 pm
Thursday, September 7, 2023
The law of contracts: Comparative perspectives
“International” and “ domestic” contracts. Main differences
The common law approach in general and the US approach in particular
The common law of contracts and the Uniform Commercial Code (“UCC”)
The “general part” of the UCC
What is a “documentary sale”? Steps and documents exchanged.
Parties involved in a documentary sale and documents involved
Thursday, September 14, 2023
The international sale of goods: choice of law
The international sale of goods: Applicability of the Vienna Convention on
Contracts for the International Sale of Goods (“CISG”) and general provisions
Pros and cons of the CISG and right to “opt out” of the CISG
The CISG and the UNIDROIT Principles on International Commercial Contracts
(“PICC”)
The United Nations Limitations Convention and the CISG
Thursday, September 21, 2023
Contract formation: offer and acceptance
Revocation of an offer
Acceptance: when it becomes effective and conclusion of the contract
Effect of a varied acceptance: “battle of the forms”
Thursday, September 28, 2023
Performance: seller´s and buyer´s obligations
Seller´s time and place of delivery
INCOTERMS and the CISG: the extremes (EXW and DDP)
– Modes of transport, transport documents, and INCOTERMS
– Right of inspection and INCOTERMS
– INCOTERMS and the passage of risk
Buyer´s time and place of payment
Currency in which the price is to be paid
Thursday, October 5, 2023
Breach of contract and remedies
Significance of the notion of “fundamental breach”
Buyer´s right to avoid for nondelivery
Buyer´s right to avoid for nonconformity of the goods
Seller´s right to cure and seller´s right to avoid the contract
Thursday, October 12, 2023
Nonperformance and excuses for nonperformance (force majeure and “hardship”)
Buyer´s and seller´s right to compel performance
Termination (avoidance) and right to claim damages
Mitigation of damages
Reduction of price
Anticipatory breach
Thursday, October 19, 2023
Drafting a contract for the sale of goods: guides and practical application
Choosing the governing law and limits on free choice by the parties
Choosing the proper forum and its implications
Thursday, October 26, 2023
Managing risk in cross-border transactions
Letters of credit: principles of “strict compliance” and the “independence”
Bills of lading, letters of credit and liability of the carriers
Thursday, November 2, 2023 (last day of classes)
International “agency” and “distribution” agreements: using third parties and
“intermediaries” to market products abroad
Choosing the form of relationship and the person or entity
– Sales representatives vs. employees
– Distributors vs. sales representatives
Drafting guidance: sales representative and distributorship agreements