Università Roma Tre

SYLLABUS
1. PRINCIPLES OF INTERNATIONAL CONTRACT LAW, USING THE UNIDROIT PRINCIPLES, REVIEWING
THEIR STRUCTURE AND SCOPE; BASIC IDEAS INCLUDING FREEDOM OF CONTRACT, OPENNESS
TO USAGES, FAVOR CONTRACTUS, FAIR DEALING AND GOOD FAITH, POLICING UNFAIRNESS; PURPOSES;
USES, AND COMPARISON BOTH TO THE CISG AND EUROPEAN PRINCIPLES.
2. THE INTERNATIONAL CHAMBER OF COMMERCE, WHAT IT IS AND HOW IT INFLUENCES INTERNATIONAL
CONTRACT LAW.
3. CONCEPTS AND PROCEDURES INHERENT TO INTERNATIONAL CONTRACT ARBITRATION.
4. REVIEW AND ANALYSIS OF A BROAD ARRAY OF DOCUMENTS TYPICALLY USED IN INTERNATIONAL
BUSINESS TRANSACTIONS.
5. ADDITIONALLY, SPECIAL LECTURES WILL BE ARRANGED IN TWO MODULES BY VISITING PROFESSORS,
COVERING AREAS SUCH AS MERGERS AND ACQUISITIONS (M&A) AND NEGOTIATIONS
IN INTERNATIONAL CONTRACTS.
LEARNING AND TEACHING
CLASSES WILL BE STRUCTURED TO OPTIMIZE INTERACTIVITY, USING SOME LECTURES, BUT MOSTLY THE
SOCRATIC METHOD, ALONG WITH STUDENT PRESENTATIONS AND MOCK APPELLATE COURT CASES.
STUDENTS WILL BE RESPONSIBLE FOR READING GIVEN MATERIALS BEFORE CLASS AND PREPARING
PRESENTATIONS BASED ON METHODOLOGY DESCRIBED IN DOCUMENTS THAT WILL BE DISTRIBUTED
AND DISCUSSED IN INITIAL CLASS MEETINGS.
AIMS AND OBJECTIVES OF THE COURSE
- TO UNDERSTAND THE BASIC ELEMENTS OF INTERNATIONAL BUSINESS CONTRACTS, INCLUDING
DOCTRINE AND MATERIALS FROM INTERNATIONAL PRACTICE, AGREEMENTS, JUDGMENTS AND
OTHER DOCUMENTS.
- TO UNDERSTAND THE SPECIALIZED CONCEPTS AND TERMINOLOGY RELATED TO INTERNATIONAL
BUSINESS CONTRACTS.
- TO BECOME FAMILIAR WITH THE ATTENDANT INTERNATIONAL INSTITUTIONS, ORGANIZATIONS
AND DOCTRINES THAT INFLUENCE AND DETERMINE THE STRUCTURAL CONTEXT IN WHICH THE
LAW OPERATES.
- TO BE ABLE TO IDENTIFY LEGAL ISSUES IN ACTUAL AND/OR HYPOTHETICAL (MOOT) COURT CASES
AND ARBITRATION, AND TO BE ABLE TO ARGUE EITHER SIDE OF THESE ISSUES.
- TO IMPROVE VERBAL AND WRITTEN COMMUNICATION SKILLS, INCLUDING SKILLS IN ADVOCACY,
THROUGH LEGAL WRITING AND ARGUMENTATION IN ENGLISH.
- TO BECOME FAMILIAR WITH BASIC DOCUMENTS RELEVANT TO INTERNATIONAL BUSINESS
CONTRACTS - BOTH DOCTRINAL AND EXEMPLARS OF SALES CONTRACTS AND OTHER AGREE-MENTS - FROM WHICH TO FURTHER SUBSTANTIVE KNOWLEDGE AND TO PERFECT LEGAL ENGLISH
LANGUAGE SKILLS.
- TO MASTER THE RESEARCH TOOLS AND MATERIALS WITH WHICH TO LEARN MORE ABOUT INTERNATIONAL
BUSINESS CONTRACTS.

COURSE TEXTS
MICHAEL JOACHIM BONELL, AN INTERNATIONAL RESTATEMENT OF CONTRACT LAW -THE
UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS, TRANSNATIONAL PUBLISHERS,
INC., ARDSLEY, NY, 3D ED. 2005.
INTERNATIONAL CHAMBER OF COMMERCE
- RULES OF INTERNATIONAL CHAMBER OF COMMERCE AS APPOINTING AUTHORITY IN UNCITRAL
OR OTHER AD HOC ARBITRATION PROCEEDINGS.
(HTTP://WWW.ICCWBO.ORG/COURT/ENGLISH/APPOINTING_AUTHORITY/PDF_DOCUMENTS/
RULES/RULES_APPOINTING_ENGLISH.PDF)
- RULES OF ARBITRATION. (HTTP://WWW.ICCWBO.ORG/COURT/ENGLISH/ARBITRATION/PDF_DOCUMENTS/
RULES/RULES_ARB_ENGLISH.PDF)
OTHER CASES AND MATERIALS MAY BE ADOPTED DURING THE COURSE.
SAMPLE DOCUMENTS, E.G., EXEMPLARS OF THE FOLLOWING:
- DEMAND LETTER
- POWER OF ATTORNEY
- SERVICE AGREEMENT
- LICENSE AGREEMENT
- SALE OF BUSINESS AGREEMENT
- REQUEST FOR ARBITRATION
- ARBITRATION CONCLUSIONS
- ARBITRATION AWARD
ATTENDANCE IN CLASS IS COMPULSORY TO BE ADMITTED TO THE FINAL EXAMINATION, WHICH
WILL BE COMPREHENSIVE, COVERING ALL THE TOPICS DISCUSSED DURING THE COURSE.
FOR THIS COURSE TO WORK, I.E., FOR THE ABOVE STATED OBJECTIVES TO BE REACHED, STUDENTS
MUST ACCEPT CERTAIN RESPONSIBILITIES:
“ ATTEND CLASS, BE PUNCTUAL. TIME ALLOTTED TO MEETING IN CLASS IS LITTLE AND PRECIOUS.
“ READ THE ASSIGNED MATERIAL BEFORE THE CLASS IN WHICH IT IS TO BE DISCUSSED.
“ BE PREPARED TO PARTICIPATE FULLY AND ACTIVELY IN CLASS DISCUSSIONS AND PROJECTS.
“ TAKE NOTES DURING CLASS AS APPROPRIATE.
“ HAVE ALL ASSIGNED READINGS AND NOTES AT EACH CLASS SESSION.
“ PERFORM THE RESEARCH NECESSARY TO DO WRITING ASSIGNMENTS FOR THE CLASS.
“ MEET WITH THE PROFESSOR TO DISCUSS ANY DIFFICULTY YOU MAY ENCOUNTER DURING THE
COURSE.
“ SPEAK IN CLASS AND ASK QUESTIONS AS MUCH AS POSSIBLE.