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Dr Paul Macmahon (Autumn Term) and Dr Joseph Spooner (Winter and Spring Terms)

Additional Teachers: Professor Hugh Collins

This course is available on the BA in Anthropology and Law and LLB in Laws. This course is available with permission as an outside option to students on other programmes where regulations permit. This course is not available to General Course students.

Completion of LL104 - Law of Obligations is normally a prerequisite.

LL202 Commercial Contracts is a study of the general principles of English law governing commercial contracts. It approaches the topic in two parts. Part 1, ‘Fundamentals of Commercial Contracting’ is effectively a study of advanced contract law, and examines several important aspects of, or themes in, the law’s regulation of commercial contracting. The topics are chosen because of their intrinsic interest, and because of the opportunity offered for an advanced contextualised examination of contract law. This part explores significant aspects of contract law such as contractual interpretation and the doctrines of mistake and frustration. Other topics include pre-contractual negotiations, multi-party transactions, and agreed remedies. Part 2, ‘Fundamentals of Commercial Law’ examines core topics in commercial law, offering students an overview of the most significant areas in this field, and applying contract law in commercial contexts. It focuses on sales contracts; banking contracts; credit and secured transactions; agency; assignment; commercial dispute resolution; and international commercial contracts.

Topics are likely to include:

Part 1 – Fundamentals of Commercial Contracting

• Agreed Remedies
• The interpretation of contracts
• Mistakes in contracts
• Frustration of contracts
• Relational contracts and implied duties of good faith performance
• Multi-party projects (privity of contract)

Part 2 – Fundamentals of Commercial Law

• Agency
• Assignment
• Sale of goods contracts
• Credit and security
• Banking contracts
• Commercial dispute resolution
• International commercial contracting

Two hours of lectures and one hour of class per week in Autumn Term and Winter Term. This course includes a reading week in Weeks 6 of Autumn Term and Winter Term.

At least one formative (unassessed) essay per term.

For the advanced contract law portion of the course, students may choose as the main text either

• Chen-Wishart, Contract Law, (7th edn, OUP 2022) or
• McKendrick, Contract Law (15th edn, Red Globe Press 2023).

Up-to-date casebooks include

• Burrows, A Casebook on Contract, (7th edn, Hart Publishing 2020) and
• McKendrick, Contract Law: Text, Cases and Materials (10th edn, OUP 2022).

For the commercial law topics, there is no main textbook but

• McKendrick (ed.), Goode and McKendrick on Commercial Law (6th edn, Penguin 2021) is used for some topics.

For cases and materials, you might find useful

• Clarke, Hooley, Munday, Sealy, Tettenborn, and
• Turner, Commercial Law: Text, Cases, and Materials, (6th edn, OUP 2020).

For topic overviews, you may also wish to try

• Burrows (ed.), English Private Law (3rd edn, OUP 2013), available online through the 杏吧论坛 Library website.

Exam (100%, duration: 3 hours and 30 minutes) in the spring exam period.