COURSE SYLLABUS

FOUNDATIONS OF BUSINESS LAW (PLU410E)

Course title: Foundations of Business Law

Course code: PLU410E
Department: Faculty of Law
Credits: 03
Prerequite(s):

1. INSTRUCTOR(s) INFORMATION
Instructors’
No. Email Phone number Office
name
Prof. Dr. Markus
1. Markus.freiburghasus@fhnw.ch
Freiburghaus
Asscociate. Prof Faculty of
2. Dr. Ho Thuy ngocht@ftu.edu.vn 0904164363 International
Ngoc Education
Faculty of
Dr.Nguyen Binh
3. minhnb@ftu.edu.vn 0916055595 International
Minh
Education
Dr. Ha Cong Anh
4. baohca@ftu.edu.vn 0912425009 Faculty of Law
Bao
LLM. Nguyen
5. yenntq@ftu.edu.vn 0965651024 Faculty of Law
Thi Quynh Yen
Dr. Mai Minh
6. huongmm@ftu.edu.vn Faculty of Law
Huong

2. COURSE DESCRIPTION
This course examines the sources of international business law, the relationship between
such law and the any country’s legal system, the choice of law in international business disputes,
the special issues that arise when doing business with foreign partners, the law governing
international sales and the shipment of goods. The relationships between law and culture involved
in international business transactions will be also examined.
The course will help international affairs and other non-law students to have a general
understanding in international business law so that they are better placed to understand the
underlying legal environment in international economic affairs.
Finally, this course examines the legal framework for the prevention and resolution of
commercial disputes in the international context.
3. COURSE LEARNING OBJECTIVES
On completion of this course, students should be able to:
* Knowledge

1) Understand the legal concepts of international business law; identify and locate main sources
and authorities of international business law; read and interpret basic international business law
provisions

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2) Apply the knowledge of the module to solve the disputes arise, provide examples to illustrate
and explain the circumstances arise;
3) Analyze and evaluate possible situations and disputes that may arise, compare and contrast
when applying different law sources to solve arising problems.
*Skills
4) Teamwork skills;
5) Acquire basic legal reasoning, writing;
6) Problem solving skills;
* Attitude
7) Respect for and strictly abide by the provisions of law;
8) Have the right attitude when entering in the field of international business law.
4. READINGS MATERIALS
4.1. Textbook(s)
1. Richard Schaffer, INTERNATIONAL BUSINESS LAW AND ITS ENVIRONMENT,
4.2. Optional reading(s)
2. Carolyn Hotchkiss, International Law for Business, MCGraw-Hill, 1994
3. A Redfern and M Hunter, Law and Practice of International Commercial Arbitration
(Sweet & Maxwell 2009)
4.3. Websites and links
4. www.cisg.law.pace.edu
5. www.unidroit.org
6. www.uncitral.org
7. www.jus.uio.no/lm/
4.4. Others:
8. Commercial Law 2005
9. Civil Code 2015
10. Maritime Code 2005
11. Civil Procedure Code 2014
12. Law on Commercial Arbitration 2010
13. United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG)
14. Unidroit Principles of international commercial contracts 2010
15. New York Convention 1958
16. Hague/ Visby Rules 1968
17. Hamburg Convention 1978

5. COURSE CONTENT AND SCHEDULE

5.1. Course content
Time Allocation
Hour(s) on the class At home Self-
study
with
No. Content
teacher’s
tutorials
Lecture Practice, Essays, exercise,
Seminar…

2
 Assignments...
Chapter 1: Legal Environment of
1-3 6 3 0
International Business 13.5
Chapter 2: Contract law 18
4-7 8 4 0
Chapter 3: International sale of goods 13.5
8-10 6 3 5
contract
Chapter 4: Carriage contract 9
11-12 4 2 5

Chapter 5: Dispute resolution

13-15 6 3 12.5
13.5

Total 30 15 22.5 67.5

5.2. Schedule of lectures

Provides timeline of course progress in terms of content, instruction, and assessment
Lecturer 1: Chapter 1: Legal Environment of International Business

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 1.1. Introduction to international Business [1, chapter 1],

1.1.1. Forms of International business [2]
1.1.2. Managing the Risks of International
business

Practice, 1 Discuss about the risks of International

Seminar… business

Essays, 0
exercise,

assignments

Self-study 4.5 Conducting Business in Developing and [1, chapter 1:

with the Newly Industrialized Countries page 22-31]
teacher’s
tutorials

Assessment (….) Which are forms of International business?

How to manage the risks of International business?

3
Lecturer 2: Chapter 1: Legal Environment of International Business (cont’)

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 1.2. International law and the world’s legal [1, chapter 2],
systems [2]
1.2.1. International law
1.2.2. Ethics, Social Responsibility and Corporate
Codes of conduct
1.2.3. Comparative law: Differences in National
Laws and legal systems
Practice, 1 The role of CSR in legal system ?
Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 International Organizations [1, pg: 67-69]

with the
teacher’s
tutorials

Assessment (….) What are sources of international law?

How ethics are effect to international business?
What are different between common law and civil law?

Lecturer 3: Chapter 1: Legal Environment of International Business (cont’)

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 1.3 Conflict of laws [1, chapter 3:

1.3.1. Choice of law clauses 102-105]
1.3.2. The application of Foreign Law
Practice, 1 Analysis some examples about confict of laws
Seminar…

Essays, 0
exercise,

4
 assignments

Self-study 4.5 Collection of evidences [1, chapter 3:

with the 105-108]
teacher’s Antisuit Injunctions
tutorials

Assessment (….) The role of choice of law clauses in business contract?

How to solves the conflicts of law?

Lecturer 4: Chapter 2: contract law

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 Chapter 2: Contract law [2], [8], [9]

2.1. Sources of contract law
2.1.1. International conventions
2.1.2. Municipal laws
2.1.3. International customs
2.1.4. Case law

Practice, 1 How to use case law in Vietnamese law ?

Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 GATT Law and the WTO : Basic Principles [1, chapter 9,
with the 288-310]
teacher’s
tutorials

Assessment (….) Discuss about the hierachy of sources of contract law ?

Lecturer 5: Chapter 2: Contract law (Cont’)

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 2.2. Essential elements of a valid contract [1, chapter 4,

2.2.1. Parties to contract

5
 2.2.2. Contents of contract 124-135]. [12]
2.2.3. Form of contract
2.2.4. Consent
Practice, 1 Case study
Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 UCC and Contract law in China [1, chapter4,

with the 119]
teacher’s
tutorials

Assessment (….) Which are essential elements of valid contract?

Lecturer 6: Chapter 2: Contract Law (Cont’)

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 2.3. Contract formation [1, chapter 4,

2.3.1. Offer 129-135], [8]
2.3.2. Acceptance
2.4. Terms of a contract
Practice, 1 Case study
Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 Cultural Influences on contract negotiations [1, chapter 4,

with the 155]
teacher’s
tutorials

Assessment (….) How to create a contract?

Lecturer 7: Chapter 2: Contract Law (Cont’)

6
 Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 2.5. Liability for breach of contract [1, chapter 4:

2.5.1. Breach of contract 144-150], [7],
2.5.2. Specific performance [8]
2.5.3. Penalty
2.5.4. Damages
2.5.5. Termination

Practice, 1 Case study

Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 Events Beyond the control of the Parties [1, chapter 4:
with the 151-155]
teacher’s
tutorials

Assessment (….) What are liabilities for breach the contract?

Lecturer 8: Chapter 3: International sale of goods contract

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 3.1. Introduction to Vienna Convention [1, chapter 4,

3.1.1. Scope of the convention 120-121], [13],
3.1.2. General principles [14]

Practice, 1 Midterm test

Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 The regulation of exports [1, Chapter 13:

with the

7
 teacher’s 432-457]
tutorials

Assessment (….) When will the CISG be applied in the contract?

Lecturer 9: Chapter 3: International sale of goods contract

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 3.2. Some specific terms in the contract [1, chapter 5,

162-185], [13],
[14]

Practice, 1 Presentation
Seminar…

Essays, 5
exercise,

assignments

Self-study 4.5 The regulation of the intenational [1, Chapter 16:

with the marketplace 532-552]
teacher’s
tutorials

Assessment (….) Which are the documentary sale?

Lecturer 10: Chapter 3: International sale of goods contract

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 3.3. Obligations of the parties [1, chapter 4,

3.3.1. Buyer’s obligations 140], [13], [14]
3.3.2. Seller’s obligations
Practice, 1 Presentation
Seminar…

Essays, 0
exercise,

assignments

8
 Self-study 4.5 Analysis one sale of good contract
with the
teacher’s
tutorials

Assessment (….) Which are the obligations of the parties?

Lecturer 11: Chapter 4: Carriage contract

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 4.1. Introduction to carriage contract law [1, chapter 6:

4.1.1. International conventions 202-214], [16],
4.1.2. Municipal laws [17]
4.1.3. International customs
4.2. Voyage charter parties
4.2.1. B/L issued under charter parties
4.2.2. Description of the vessel
4.2.3. Period of hire
4.2.4. Cargo clause
4.2.5. Freight clause
4.2.6. Laytime clause
Practice, 1 Case study
Seminar…

Essays, 5 Assignments
exercise,

assignments

Self-study 4.5 The liability of International Air Carriers [1, chapter 6:

with the 191-201
teacher’s
tutorials

Assessment (….) What is the sources of carriage contract law?

Explain some main clauses of Voyage charter parties.

Lecturer 12: Chapter 4: Carriage contract (Cont’)

Teaching Students’
Hour(s) Content
activities preparation

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 Lecture 2 4.3. Bill of lading [1, chapter 6:
4.3.1. Functions of a B/L 202-214
4.3.2. Application of the Hague/ Visby rules
4.3.3. Application of the Hamburg rules
4.4. Liability of the carriers
4.4.1. Basic carrier liability
4.4.2. Exceptions
4.4.3. Limitation of liability

Practice, 1 Case study

Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 The liability of Ocean Transportation [1, chapter 5,

with the Intermediarties 215-217]
teacher’s
tutorials

Assessment (….) What is the functions of a B/L?

What is the liability of the carriers

Lecturer 13: Chapter 5: Dispute resolution

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 5.1. Avoiding Business Disputes [1, chapter 3:

5.1.1. Cultural Attitudes toward Disputes 86-86]
5.1.2. Dispute resolution method

Practice, 1 Case study

Seminar…

Essays, 0
exercise,

assignments

Self-study 4.5 Host country regulation: corporate law, [1, chapter 18:
with the taxation, and currency risk 584-602]
teacher’s

10
 tutorials

Assessment (….) What are commercial disputes?

Lecturer 14: Chapter 5: Dispute resolution (Cont’)

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 5.2. Alternative Dispute Resolution [1, chapter 3:

5.2.1. Negotiation 86-87], [3], [12]
5.2.2. Mediation/ Conciliation
5.2.3. Arbitration

Practice, 1 Case study

Seminar…

Essays, 5 Assignments
exercise,

assignments

Self-study 4.5 Commercial disputes with Nations [1, chapter 3:

with the 111-114]
teacher’s
tutorials

Assessment (….) Which are the characteristics of ADR?

Lecturer 15: Chapter 5: Dispute resolution (Cont’)

Teaching Students’
Hour(s) Content
activities preparation

Lecture 2 5.3. Litigation [1, chapter 3:

5.3.1. Jurisdiction 90-102; 108],
5.3.2. Venue [3], [11]
5.4. Enforcement of Foreign Judgments
Practice, 1 Case study
Seminar…

Essays, 7.5 Assignments

exercise,

11
 assignments

Self-study 4.5 New York convention 1958 [3]

with the
teacher’s
tutorials

Assessment (….) What is the characteristics of litigation?

How to enforce the Foreign Judgments?

5.3. Contribution to Course Learning Outcomes

Topic Content CLO
Knowledge Skills Attitudes
1 2 3 4 5 6 7 8

Chapter 1: Legal Environment of 1 1 1 1

1-3
International Business
Chapter 2: Contract law
4-7 1 1 1 1 1 1 1

Chapter 3: International sale of goods

8-10 1 1 1 1 1 1 1 1
contract
Chapter 4: Carriage contract
11-12 1 1 1 1 1 1 1 1

Chapter 5: Dispute resolution

13-15 1 1 1 1 1 1 1

6. COURSE POLICY:
- The Course policy is under the current training regulations
- If students do not make presentation, assigments or make plagiarism are zero marks

7. COURSE ASSESSMENT
7.1. Type of Assessement
* Formative assessment (10%)
- Class Attendance
- In-class discussions
* Summative assessment (90%)

No. Assessment Rate

I Mid-Term 30%

12
 1 Assignment 10%

2 Mid-term exam 10%

3 Presentation 10%

II Final term 60%

1 In writing 60%

7.2. Assessment Criteria

* Generic Criteria
* Formative assessment
Class participation: 8 Marks
Class attendance is mandatory. Students are expected to arrive on time, to be willing and able to
discuss in the lectures.
In class discussion: 2 Marks
Voluntee or be assigned to answer the questions
* Summative assessment
Assignments/problem sets/reports: 10 marks
One or more specific topics will be set by the lecturers. The assignment requires students to
undertake independent research with a maximum number of 2,000 – 3,000 words.
Oral presentation: 10 marks
The class will divided into small groups. Each group shall be provided 10-15 minutes for
presentation, and 5-10 minutes for answering questions. The questions can be raised by anyone in
the class and by the lecturers.
Mid-term exam: 10 marks
One mid-term exam in writing will be set by the lecturers. It includes multiple choices, short
questions, and case study questions. The exam can be open/ or closed book, which is decided by
the lecturers.
Final exam: 60 marks
The final exam in writing will be set by the lecturers. It includes multiple choices, short questions,
and case study questions. The exam can be open/ or closed book, which is decided by the lecturers.

DEAN OF FACULTY HEAD OF DEPARTMENT

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