INTERNATIONAL CONTRACTS AND E-COMMERCE

Course Code: BLH 224 Credit Units: 04

Objectives: In the light of liberalization, privatization and globalization opened the gates for
foreign investment. The transnational or international contracts pose a new challenge in the
present information and communication technology period of 21st century. The global market has
brought the different legal systems closer while coping with time. The objective is to determine
the actual contractual framework resorting to the international and comparative methods of the
issues and challenges will make the students understand the problem in international contracts
and train them to endeavor for critical conclusions. With this objective the course prepares the
students to understand the rules regarding commercial and international contracting and rules
regarding the drafting. The first part of the course offers international contracts with drafting
related to the legal and technical issues and the second part focuses on e-commerce and related
issues. The course on e-commerce will enable to respond to the increasingly serious demands
posed by business employed computers and networks such as jurisdiction, privacy, identity,
authentication of electronic records, etc.

Module: I Introduction to international contracts

Meaning and definitions – principles of international contract – modern lex mercantoria- pre-
contractual statements – parties to transactions – Trade terms and Incoterms 2000 –validity of
contracts –drafting – essentials –common clauses of international contracts –commercial
contracts and government contracts –subcontracts –hardships in international commercial
contracts – Importance of language and culture and its limitations in drafting international
contracts investment in free trade –regional and international trade policies and treaties.

Module: II Commercial contracts for sale of goods

Uniform commercial Code (UCC) –international contracting – the UN convention on
international Sale of Goods (CISG) –Its objectives, rights and obligations of the seller and buyer
– International sales contracts and its clauses -the Hague convention – serving of process and
legal documents – obligations of member countries Remedies for breach.

Module: III UNDRIOT principles of international contracts

Significance of national laws and its effects on international sales –comparative contract law
principles –subject matter of contract –offer, acceptance and consideration rules –international
primary payment methods –currency issues –pre- payment and credit transactions etc.

Module: IV Drafting specific contracts

Modules and exercises – agreement to sell, conditional sales contract- franchise contract –sole
distribution contract –international agency agreement – Service and employment contracts -
distributorship contracts –Joint venture agreements –Technology transfer agreements –
Licensing Agreements –IPR related contracts –insurance and carriage contracts – issues relating
to choice of law – choice of forum – force majeure .

Module: V Dispute resolution

Arbitration clauses in international contracts and its significance – commercial and international
disputes – Special rules and conventions governing disputes and adoption of model laws relating
to ADR into the national laws - E-commerce.

Module: VI Introduction to e-commerce

Meaning and definition – history and development –e- contracts/online contracts – formation -
issues and remedies –contractual and non-contractual liability –liability of network operators and
service provider/product liability –ODR and other modules.

Module: VII Types of e-contracts or computer related contracts

Software and hardware contracts - shrink wrap – click wrap –browse wrap agreements –drafting
tips -privacy and security issues –use and effect of e-signatures in digital commerce – validity
and authentication of e records –electronic banking –Information Technology Act 2000.

Module: VIII Types of e-commerce

Business to business (B2B) – business to consumer (B2C) – Consumer to Consumer (C2C) –
Business to Government (B2G) –government to Employees (G2E), etc – UNCITRAL model on
e-commerce - Importance of these contracts - Issues and challenges in the internet age.

Module: IX Privacy and data protection

Personal data protection –Application of IPR while doing online business –copyright issues –
trademarks –online advertising and marketing –direct advertising in e- commerce and
understanding of unsolicited mails –national and international regime.

Module: X Consumer protection in e-commerce

Understanding of unfair practices- –security issues in e-commerce –code of conduct –
Jurisdiction –choice of law –enforcement –governing laws in cyber space/world.

Books Recommended:
1. Law of International Contracting by Larry A DiMatteo – second edition
2. An international Restatement of contract law: The UNDROIT principles of international
commercial contracts by Michael J Bonell
3. Drafting commercial agreements by Christon – 2011
4. International sales law and arbitration: problems, cases and commentary by Joseph F
Morrissey, J M Graves -2008
5. E-commerce law by Paul Todd -2005