国际商法英语教案 Lecture Notes for International business.doc

国际商法英语教案 Lecture Notes for International business law发表时间：2007-6-7 7:13:00 阅读数次： 1467Lecture Notes for International business law(国际商法双语教案)Lecturer: Lihao(李 昊)(The Department of Politic and Law, Baoji University of Arts and Sciences)Brief ContentsChapter One Introduction to International Business LawChapter Two Forms of International BusinessChapter Three Legal System of International BusinessChapter Four Contract Law for the International Sale of GoodsChapter Five Contract Law for the International Sale of Goods (continued) Chapter Six Carriage of Goods by Sea and Marine Cargo InsuranceChapter Seven Finance of International TradeChapter Eight Partnership Law Chapter Nine The Law of CorporationsChapter Ten Law of Foreign Investment Enterprises of ChinaChapter Eleven Intellectual Property Right Law Chapter Twelve GATT and WTO LawChapter Thirteen The Law of AgencyChapter Fourteen International Commercial Dispute Settlement 【Title】Chapter One Introduction to International Business Law【Teaching goal】 Through this chapter studying, we can understand the concept, history and sources of international business law, grasp the knowledge about international organizations and Comparison of Municipal Legal Systems.【Key point】1. History of International Business Law. 2. Sources of International Business Law. 3. International Organizations. 4.Comparison of Municipal Legal Systems 【Teaching method】Imparting and discussing【Content】I . What is International Business Law? II. History of International Business LawIII. Sources of International Business LawA. National Law B. International Treaties and ConventionsC. International Model LawD. International Trade Customs and UsagesIV. International OrganizationsA. Organizations Affiliated with the United NationsB. Other International OrganizationsV . Comparison of Municipal Legal SystemsA. The Roman-Germanic Civil Law SystemB. The Anglo-American Common Law SystemVI. International Business Law and China【Studying question】1. What is meant by the term International Model Law ? Briefly list three of its main features.2. Explain international treaties, using two examples.3. Outline three circumstances in which international trade customs and usages are effective to the parties to a contract.4. Compare and contrast the Roman-Germanic Civil Law System and the Anglo-American Common Law System.5. Briefly describe how and why China came to accept international business law.6. The CISG contains no provisions that a contract for the sale of goods be supported by consideration. Further, the CISG does not address questions related to the validity of the contract, including legality, mistake, fraud, duress, or undue influence. How will national courts handle these issues in cases that they might be called upon to decide under the CISG? In common law countries? In civil law countries? How has this been addressed by courts in China?【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Two Forms of International Business【Teaching goal】Through this chapter studying, we can understand some international trade theories, grasp the knowledge about exporting, government controls over trade and international licensing agreement.【Key point】1. Some international trade theories. 2. Government controls over trade. 【Teaching method】Imparting and discussing【Content】I . Some International Trade Theories A. SpecializationB. Absolute Advantage C. Comparative AdvantageD. Opportunity CostII. Exporting A. Direct ExportingB. Indirect ExportingIII. Government Controls over TradeA. TariffsB. Nontariff Barriers to TradeC. Export RestrictionsIV. International Licensing AgreementA. Technology TransferB. International Franchising【Studying question】1. Briefly describe, giving two examples, how comparative advantage is applied to promote international economics.2. Explain the differences between comparative advantage and absolute advantage, giving three examples.3. Define opportunity cost and identify its main features.4. Outline three reasons why a state imposes tariffs.5. List and explain three basic forms of international business.6. What industries in your province are the leading exporters? Who are the leading export firms? What do you think is the impact of exports on your province s economy? What role does your provincial government play in promoting exports?【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Three Legal System of International Business【Teaching goal】Through this chapter studying, we can understand the legal system of international business, grasp the knowledge about United Nations Convention on Contracts for the International Sale of Goods (CISG), UNIDROIT Principles of International Commercial Contracts (PICC) and International Rules for the Interpretation of Trade Terms (Incoterms).【Key point】1. CISG. 2. Incoterms 2000.【Teaching method】Imparting and discussing【Content】I . United Nations Convention on Contracts for the International Sale of Goods (CISG)A. The Development of International Business LawB. The Drafting of the CISGC. Applicability of the CISG D. Interpreting of the CISGCase 3 1 Raffles v. Wichelhaus and Another II . UNIDROIT Principles of International Commercial Contracts (PICC)A. Origin and Preparation of the UNIDROIT PICCB. Structure and Scope of the UNIDROIT PICCC. General Principles of the UNIDROIT PICCD. The purposes of the UNIDROIT PICCE. Comparison of the UNIDROIT PICC and CISGIII. International Rules for the Interpretation of Trade TermsA. Concept and Role of Trade TermsB. Contents of Incoterms 2000C. FOB (free on hoard) (port of shipment)D. CIF (cost, insurance and freight) (port of destination)E. Modification of Trade TermsCase 32 Kumar Corporation v. Nopal Lines, Ltd.【Studying question】1. Outline three reasons that helped the international business law develop, giving examples if possible.2. Under what circumstances arise the conflicts between the applicability of the CISC and national law of a CISG member state?3. State three ways in which the UNIDROIT PICC was prepared.4. Briefly describe the differences and similarities between the CISG and the UNIDROIT PICC.5. What are the main principles of the UNIDROIT PICC?6.How is trade term defined under the Incoterm 2000?7. List and explain the roles of trade terms in international trade practices.8. Compare and contrast FOB and GIF, and list the main differences between them.9. Seller agreed to ship 10,000 tons of potatoes FOB Tacoma, Washington, to Buyer in Japan. Buyer designated the SS Russet to take delivery at pier 7 in Tacoma. On the agreed date for delivery, Seller delivered the potatoes to pier 7, but the ship was not at the pier. Because another ship using the pier was slow in loading, the Russet had to anchor at a mooring buoy in the harbor and Seller had to arrange for a lighter to transport the potatoes in containers to the ship. The lighter tied up alongside the Russet and a cable from the ship s boom was attached to the first container. As the container began to cross the ship s rail the cable snapped. The container then fell on the rail, teetered back and forth for awhile, and finally crashed down the side of the ship and capsized the lighter. All of the potatoes were dumped into the sea. Buyer now sues Seller for failure to make delivery. Is Seller liable?10. Buyer and seller entered into a contract for the sale of sugar from the Philippines to New York on GIF terms. They added language to the contract that delivery was to be at a customary safe wharf or refinery at New York, Philadelphia, or Baltimore to be designated by the buyer. Before the sugar arrived, the United States placed a quota on sugar imports. The sugar was not allowed to be imported and was placed in a customs warehouse. The buyer refused the documents and the seller sued, claiming that the import restriction was no excuse for the buyer s nonpayment. The buyer argued that the language calling for delivery to a U. S. port converted a shipment contract into a destination contract. Was this a GIF contract or a destination contract? What was the effect of the additional shipping language used by the parties? Why should the parties not attempt to modify a trade term or add other delivery language?【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Four Contract Law for the International Sale of Goods【Teaching goal】Through this chapter studying, we can understand definition and form of contract, grasp the knowledge of International Sale of Contracts, including validity, formation, misrepresentation, mistakes, fraud and duress, undue influence and unconscionable (unjust) conduct of the contract.【Key point】1 . Validity and Formation of International Sale of Contracts. 2. Misrepresentation , Fraud and Duress. 【Teaching method】Imparting and discussing【Content】I . Definition and Form of ContractA. Definition of ContractB. Form of Contract II . Validity and Formation of International Sale of ContractsA. Invitation OfferB. The OfferC. The Acceptance D. Battle of the FormsCase 41 Filanto v. Chilewich International CorporationE. Consideration in Common Law Case 42 Hamer v. SidwayCase 43 Fiege v. BoehmIII. Misrepresentation A. Fraudulent MisrepresentationB. Innocent Misrepresentation C. Negligent (innocent) MisrepresentationIV. MistakesA. Common LawB. Civil LawC. The UNIDROIT PICCD. China Contract LawV. FraudA. Common LawCase 44 Stambovsky v. AckleyB. Civil LawC. The UNIDROIT PICCD. China Contract LawVI. DuressA. Common LawB. Civil LawC. The UNIDROIT PICCD. China Contract LawVII. Undue Influence and Unconscionable (unjust) ConductA. Common LawCase 45 Commercial Bank of Australia Ltd. , v. AmadioB. Civil LawC. The UNIDROIT PICCD. China Contract Law【Studying question】1. What is meant by the term contract in common law?2. Explain the differences between an offer and an invitation offer, giving examples.3. Briefly describe how the CISC attempts to resolve problems of battle of forms.4. Compare and contrast the provisions of the UCC and of the CISG on battle of forms.5. Outline main theories of the validity of acceptance.6. Outline and discuss the differences and similarities between fraudulent misrepresentation, innocent misrepresentation and negligent misrepresentation.7. Give two examples of mistakes in the UNIDROIT PICC.8. Explain the main differences between duress and undue influence and unconscionable conduct, giving three examples.9. Identify the key legal rules involved in deciding whether mistaken identity will make a contract void or voidable.10. Julie is moving to a better job in a different city and offers to sell her surround-sound stereo system to Marcia for $900. Marcia says she will pay $ 800 for it. Julie says that is not enough. Marcia then says she will pay the original asking price of $ 900. Julie has since discovered that similar systems are selling for a lot more and asks you whether she has to sell to Marcia for $ 900. What would your advice to Julie be?11. Stan returns home from work to discover his house surrounded by police. His wife is being held hostage and threatened by her captor. Stan pleads with the police to rescue her and offers $ 5,000 to the policeman who brings her uninjured to safety. A police officer, Peter, eventually talks the captor into releasing the woman hostage and he leads the woman to safety. When Peter goes to collect his $ 5,000, Stan says, Thank you very much but I have no intention of paying. Would Peter succeed in a court action against Stan?12. You read that modern contract law has expanded the circumstances under which a contracting party has the duty to disclose facts material to the contract. Keep in mind that the facts that he is required to disclose would almost always harm his bargaining position-otherwise, he would have been only too happy to have volunteered the information. What are some ethical and public policy justifications for requiring an individual to volunteer information that is contrary to his interests.【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Five Contract Law for the International Sale of Goods (continued) 【Teaching goal】Through this chapter studying, we can understand and grasp common knowledge of the contract, including the remedies for breach, anticipatory breach, liquidated damages, obligations of the seller and the buyer, passing of risk and excuses for non-performance.【Key point】1. Remedies for Breach of Contract. 2. Anticipatory Breach of Contract and Exceptio non Adimpleti. 3. Obligations of the Seller and the Buyer.【Teaching method】Imparting and discussing【Content】I. Remedies for Breach of ContractA. General Principles of RemediesCase 51 Prutch v. Ford Motor CompanyB. Buyers RemediesC. Sellers RemediesD. Remedies Available to Both Buyers and SellersCase 52 Delchi Carrier, SpA v. Rotorex CorporationII. Anticipatory Breach of Contract and Exceptio non AdimpletiContractus in Civil LawA. Anticipatory Breach in Common LawB. Exceptio non Adimpleti Contractus in Civil LawIII. Liquidated DamagesA. Common LawB. Civil LawC. The UNIDROIT PICCD. China Contract Law IV. Obligations of the Seller and the BuyerA. Sellers ObligationsB. Buyers ObligationsCase 53 The Natural Gas CaseV. Passing of RiskA. Common LawB. The CISGC. China Contract LawVI. Passing of PropertyA. Common LawB. The CISG C. China Contract LawVII. Excuses for Non-performanceA. Common LawCase 54 Transatlantic Financing Corporation v. United States B. The UNIDROIT PICCC. The CISG D. Force Majeure Clauses【Studying question】1. List and explain, giving examples where possible, the general principles of remedies.2. Briefly outline the remedies of the buyer and the seller respectively.3. Under what circumstances will a court be reluctant to award specific performance? Why?4. What criteria will be used to determine if a party has breached?5. If nothing is said in the contract, where must the seller deliver the goods? When must delivery be made? Where and when must documents of title be turned over?6. How does a court determine the amount of damages to be awarded in accordance with the CISG?7. Outline and discuss the differences and similarities between anticipatory breach of contract and Exceptio non Adimpleti Contractus .8. How is fundamental breach of contract defined in the CISG? Give two examples.9. Define the term liquidated damages and identify its main features.10. What are the obligations of the buyer and the seller under the CISG?11. Explain the rules of passing f risk under the CISG, giving examples.12. Compare and contrast the excuses for non-performance systems of the common law and civil law.13. A (an American company) entered into a contract with B (a Japanese company). The contract provided that A delivers 1, 000 personal computer housings by December 1 to B in Tokyo, for a total price of $ 50,000. On July 1, A faxed B that due to a rise in prices they could not deliver for less than $ 60,000. B replied that it would insist that A deliver at the $ 50,000 price. From July 1 through September, B could have bought the housings from other suppliers for $ 55,000 for December 1 delivery. On December 1, B covered and purchased the housings for $ 64,000 for delivery on February 1. Because of the delay until February 1 B suffered additional damages $2,000. What is the measure of Bs damages? Was B under any duty to mitigate damages? Why or why not? (the answers must be done under the CISG)14. X (a Chinese company) concluded, acting as an agent of Z (a Chinese factory), a contract with Y (an American company) to purchase ten machines. Upon the arrival of the machines in Qingdao, the carrier handed over the machine to Z who showed a certificate by a municipal organ, failing to make the delivery to X who held the bill of lading but (the relevant businessman) was away in Guangzhou at a meeting. X sued Z for damages. Who should X sue for damages? Has the Property of the goods passed to Z? Was the carrier liable for the damages? What liabilities of X?【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Six Carriage of Goods by Sea and Marine Cargo Insurance【Teaching goal】Through this chapter studying, we can understand and grasp common knowledge of the carriage of goods by sea and marine