International Contract Law


Course Objective


The Master’s graduate has thorough knowledge and understanding of the
main areas of international business law.

The Master’s graduate understands the relationships between the main
areas of international business law and recognizes which legal issues
are involved and how these influence each other.

The Master’s graduate knows who the actors of the international business
law environment are and how they interact with each other, while
acknowledging legal and cultural differences. Consequently, the graduate
discerns the legal
position of various parties, and understands how the conduct of these
parties can influence legal positions.

The Master’s graduate possesses analytical skills to apply acquired
knowledge and insights to concrete problems in the area of international
business law.

The Master’s graduate ‘translates’ practical problems into legally
manageable problems.

The Master’s graduate can analyse and assess scholarly literature, case
law and legal and policy documents, and critically reflect upon them.

The Master’s graduate shows evidence of an independent, critical
attitude with regard to existing theories and knowledge.

The Master’s graduate possesses the necessary knowledge of research
methodologies in international law and the necessary research skills to
independently prepare and carry out a jurisprudential study of some
size. The Master’s graduate can critically assess the value of research
findings, draw conclusions from them and relate research results to
theoretical debates within the domain and adjust them when necessary.

The Master’s graduate should be able to analyse complex issues in
relation to international business and make useful legal
recommendations. A Master’s graduate can formulate an independent and
well-substantiated opinion on complex legal issues and take a
substantiated position within the existing debates on various
international business law topics.

The Master’s graduate should have the ability to present orally and/or
in writing the setup, research methodology, theoretical foundations and
findings of their research to both experts and non-experts. The Master’s
graduate has a good command of English legal terms which are used within
international business law.

The Master’s graduate has a self-critical attitude that enables them to
independently acquire new knowledge and to improve their analytical,
research and communicative skills.

The topics analyzed in the first part of this course include (but are
not limited to):
a) the notion of contract;
b) formation of contract;
c) validity of contracts;
d) interpretation and contents;
e) supervening events in the life of contract;
f) remedies for non-performance;
g) third party consequences.

The first part of the course International Contract Law provides the
necessary basis for the subsequent second part of this course, where the
aforesaid topics will be elaborated in the context of some specific
contracts, i.e.: the international sale of goods (CISG) (class no. 8);
acquisitions (class no. 9); finance contracts (class no. 10);
construction contracts (class no. 11); and franchise contracts (class
no. 12).

In specific, this course aims to enable the participants:

(1) to get acquainted with the basic terminology and concepts of
international contract law in general, in relation to certain important
international commercial contracts in practice;

(2) to enhance the knowledge of contract laws around the world and of
the international framework;

(3) to discover similarities and differences in the outcome of a
specific case when applying different contract laws;

(4) to learn when, why and how to deviate from the applicable national
non-mandatory contract law;

(5) to learn about commonly used boilerplate clauses in international
commercial contracts, and their importance in international contract

Course Content

Part 1:
- Class 1: Legal traditions in the world; boilerplates; negotiating
- Class 2: Interpretation of contracts; supplementing the contract
- Class 3: Various con-tract clauses: representations, warranties,
indemnities, efforts clauses
- Class 4: General terms and conditions; limitation and exclusion
clauses; penalty clauses
- Class 5: Remedies and Amending con-tracts (hard-ship, imprevision)
- Class 6: Vitiating the contract: error (mistake), fraud, duress, abuse
of circumstances
- Class 7: Preparation for the written exam

Part 2:
- Class 8: Sale of Goods (CISG)
- Class 9: Mergers & Acquisitions
- Class 10: Finance Contracts
- Class 11: Construction Contracts
- Class 12: Franchise Contracts

Teaching Methods

In this course the following working methods will be used:

(1) Preparing the classes by reading and studying the course materials.

(2) Questions and case studies. To show the relativity of the different
contract laws with regard to the outcome of a specific case, questions
and case studies will be put on Canvas with respect to some classes.
Participants are expected to prepare these questions and case studies
and to discuss their answers during class.

(3) Discussions based on course materials, questions and case
studies. You are considered to be familiar with the contract law of your
home country. The legal problems which you have studied in your home
country and for which the contract law applicable in your country
provides solutions, are not only recognized in your country: these
problems are generally recognized in other countries as well. The
knowledge of all participants will be used during the classes to
confront different contract laws with each other in order to discover
the various solutions that are possible to solve the same issues.

(4) Papers. During this course, participants must prepare three
individual papers. Instructions as regards
content and form will be put
on Canvas. Strict deadlines apply. It is compulsory to prepare and
hand in the three papers (in time) in order
to obtain a final grade for the course.

Method of Assessment

- Written exam in October (40%) and three papers (each 20%) to be
written during period 2 (in total 12 ECTS)

The written exam consists of open questions related to the topics of
part 1 of this course.

The three papers comprise about 2,000 words each and relate to the
topics discussed during part 2 of this course. Students need to write a
coherent and substantiated paper, including references to case law and


Course material will be put on Canvas.

Target Audience

- The complete course (parts 1 & 2 together) is exclusively provided to
the students of the International Business Law Master of VU University

Additional Information

This course is exclusively offered to students participating in the
International Business Law master (12 EC)

General Information

Course Code R_IntConL12
Credits 6 EC
Period P1+2
Course Level 500
Language of Tuition English
Faculty Faculty of Law
Course Coordinator mr. dr. R. Mellenbergh
Examiner mr. dr. R. Mellenbergh
Teaching Staff mr. dr. R. Mellenbergh
prof. mr. R.P.J.L. Tjittes
mr. P.S. Bakker
dr. mr. C.B.P. Mahe

Practical Information

You need to register for this course yourself

Teaching Methods Lecture