Chapter 1: Introduction to Commercial Law

Commercial law is a dynamic and exciting area. It must be flexible in order to keep pace with the rapid changes in business and with the globalisation of markets. At the same time, it must deliver the certainty that business requires. Commercial law is a subject that is difficult to define, and, unlike many jurisdictions, there is no code in English law (although, as will be seen, there are codifying statutes on particular aspects of commercial law). Commercial law could be defined very broadly to encompass all aspects of commercial life and so include the law of contract, property, trusts, company, agency, sale of goods, banking, intellectual property, competition, taxation and insurance. This course does not seek to cover all of these subjects. The object is to look at certain areas in order to acquire an understanding of the main themes, principles and practices of commercial law. This course is, therefore, organised around the contract of sale. In this it reflects the view of one leading writer, Professor Sir Roy Goode, who remarked that commercial law comprises that branch of law which is concerned with rights and duties arising from the supply of goods and services in the way of trade (Goode, p.8 see 1.3.1 below). The syllabus comprises: 1. the law of agency 2. the law of sale of goods 3. the law of international sale of goods 4. the law relating to payment by documentary credits.

LEARNING OUTCOMES FOR COMMERCIAL LAW

When you have finished studying this course, you should be able to demonstrate that you have studied the following topics in depth: agency; sale of goods; aspects of international trade; and payment through documentary credits. The learning outcomes, and relevant chapters of the subject guide, for each of these topics are as follows. 1. Agency (Chapters 2-3) define the term agent explain how an agency is created discuss the scope of the agents authority explain the rights and obligations owed by the principal and by the agent to the third party explain the rights and obligations owed by the third party to the principal and to the agent explain the rights and obligations arising between the principal and the agent.
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Sale of goods (Chapters 4-6) discuss the approach taken to interpretation of the Sale of Goods Act 1979 analyse the components of the definition of a contract of sale explain the circumstances in which property in goods is passed identify how risk is passed understand the nemo dat rule discuss and illustrate the exceptions to the nemo dat rule explain the duties of the seller to deliver, and the buyer to accept, goods discuss the implied terms in ss.12-15 of the Sale of Goods Act 1979 discuss the relationship between the different implied terms outline the limits imposed on attempts by the seller to exclude or restrict liability for breach of the implied terms understand and discuss the rules on acceptance explain the remedies available to the buyer and the seller where there is a breach of the sale contract explain the use of retention of title clauses and the limits of such clauses. International sale contracts (Chapter 7) identify the key characteristics of cif and fob contracts analyse the distinctions between cif and fob contracts discuss the duties of the seller and buyer under cif and fob contracts explain the remedies available to the seller and buyer under cif and fob contracts understand the general issues involved in the use of electronic documentation and the effect of international agreements on the terms of international sale contracts. Documentary credits (Chapter 8) define and identify the characteristic features of a documentary credit explain the significance of the Uniform Customs and Practice for Documentary Credits (UCP) identify the different types of documentary credit explain the steps involved in the opening of a credit analyse the various contractual relationships discuss the strict compliance and autonomy of the credit rules explain the rights and obligations of the parties.

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