Contracts - Introduction with Focus on Common Law
The course covers the main features of common law contracts. After a glimpse back in centuries, useful to understand the origin of the great divide between the continental and the Anglo-Saxon approach to the subject, and an overview over general definitions and applicable laws, we will first analyze the distinction between enforceable and unenforceable promises. Next, we will study the process of contract formation (agreement and consideration) and the reasons that may make the contract invalid (legal incapacity, duress and undue influence, mistake, misrepresentation, unconscionability, violation of Statute of Fraud). Moving from the physiology to the pathology of contractual relationships, we will focus on the justifications for non-performance (impossibility, impracticability, frustration, force majeure, modification, rescission, anticipatory breach) and the cases of breach of contract. Finally, we will analyze the choice of remedies and the peculiar construction of quasi-contracts.
Each topic will be linked with the correspondent civil law institution, in order to provide students with a structured comparative knowledge of the subject. Such a framework will constitute the basic platform required to follow most of the specialized courses offered during the LL.M. year.
Ability to understand the fundamental principles, characters and legal sources of US and UK contract law, as compared with the counterparts in leading civil law systems.
Ability to identify and understand the main elements of a contract in a common law environment, the key stages of its formation, the defenses to its enforcement, the justifications for non-performance and the characteristics of and remedies to the breach.
The final grade (pass/fail) is based on class-participation [30%] and a written final exam [70%]. Students are expected to complete the reading assignments before each session, and to make regular and meaningful contributions to class discussion. The final examination is a two-hour closed book in-class exam, with three short-answer questions.