38107 - International Contracts

Learning outcomes

By the end of the course students will, in general, have learned the basic techniques used in drafting international commercial contracts, particularly within the three main families of international business agreements: the sale and distribution of products (material goods), the transfer of technology (immaterial goods) and joint ventures (cooperation between companies). Students will have learned the processes involved in finding the more appropriate solutions in respect of a company's business needs, including the provision of consultation services and risk management in connection with the different contracts companies are called upon to negotiate during the course of a given fiscal year.

Course contents

- Course Presentation 
- Sources of International Commercial Law 
- The Pre-Contractual Phase in Complex International Contracts: A) Letters of Intent; B) Secrecy Agreements.
-Contracts for the Transfer of Material Goods: A) Sales and Supply  Agreements; B) Distribution Agreements: i) Agency; ii) Distribution; iii) Franchising; iv) Sales Procurement; v) Commission ("Factors").
- Contracts for the Transfer of Intangible Goods: A) Transfer and Licensing of Trademarks; B) Transfer and Licensing of Patents; C) Transfer and Licensing of Know-how.
- Cooperation Agreements: A) Contractual Joint Ventures; B) Equity Joint Ventures; C) Venture Capital.

Readings/Bibliography

F. Bortolotti, Diritto dei contratti internazionali, vol. 1° e Manuale di diritto commerciale internazionale, vol. 2°, Cedam, Padova, last editions.
F. Galgano, Lex Mercatoria, in Enc. diritto, appendice vol. 5°, Giuffrè, Milano, 2001, pp. 721 - 727.

Assessment methods

The examination will be an oral test. Students shall give proof of sufficiently knowing each part of the programme.
Attending students may moreover prepare a paper on an argument of their choise and interest. Such paper shall be agreed upon between students and professor during the course.

Teaching tools

Supplementary materials, which may help students in their preparation, will be made available during the course. In particular, contracts will be reviewed and discussed in class, including drafts and model contracts including the most commonly used in international commerce. Students will receive copies of model contracts for their own review and perusal, as well as other materials regarding general principles on international contract law.

Office hours

See the website of Marco Bonora