COMPARATIVE BUSINESS LAW CONCEPTS
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Professor Christopher Osakwe
introduces the course
Objectives of the Course.
The course will juxtapose and compare the core elements of the business law of five paradigmatic civil and common law systems( French, German Russian, English and American) with special emphasis on the law of obligations (contracts, torts, quasi-torts, unjust enrichment, anglo-american promissory estoppel, German culpa in contrahendo, unauthorized agency) and remedies (legal and equitable remedies, microclassification of remedies, infinite varieties of damages in anglo-american law, dichotomous civil and common law positions on liquidated damages, penal clauses, specific performance, punitive damages and disgorgement damages). Class discussions will examine the symbiosis of statutory law and case law at the level of national law and the nexus between national law and international conventions at the level of transnational law.Particular attention will be given to the on-going efforts by the European Union to formulate a common European law of contracts and torts.The triple objectives of the course are : to identify some of the major minefields of transnational business law practice, to highlight the systemic differences in the tort cultures of different jurisdictions, and to formulate a transsystemic strategy on the choice of remedies in drafting international contracts.
Class Schedule and Reading Assignments.
Week 1 . General Theory of Obligations : Concept, Sources and Nominate Types (with special emphasis on economic analysis of contract, business torts, quasi-tort, unjust enrichment, Anglo-American doctrine of promisssory estoppel, unauthorized agency, unjust enrichment, German doctrine of culpa in contrahendo).
(Reading to be Determined).
Weeks 2,3. Comparative Law of Torts : A Comparison of Anglo-American and Romano-Germanic Tort Law Using English, American, French, German and Russian Tort Law as Paradigmatic Models Against the Backdrop of the Evolving Common European Law of Torts (comparative tort cultures, architecture of tort law, harm to dignity, invasion of privacy, purely economic harm, harm suffered because another is harmed).(pages 234-335).
Weeks 4,5. The Conduct For Which One Is Liable (Intent, Negligence, Strict Liability).
Weeks 6,7. Comparative Contract Law : A Comparison of Anglo-American and Romano-Germanic Contract Law Using English, American, French, German and Russian Law as Paradigmatic Models Against the Backdrop of the Evolving Common European Law of Contracts (comparative contract drafting techniques, comparative contract cultures, architecture of contract law, contract formation, pre-contractual obligation, mistake, fairness of the price terms, fairness of the auxillary terms).
Weeks 8,9. Excuses For Non-Performance (Impossibility, Force Majeure, Changed Circumstances).
Week 10. Remedies For Breach of Contract (Specific Performance, Damages).
Week 11. Comparative Law of Unjust Enrichment Using English, American, French, German and Russian Law as Paradigmatic Models (unjust enrichment when the plaintiff did not lose, unjust enrichment when it is doubtful what the defendant gained).
Week 12. Miscellaneous Obligations : Anglo-American Promissory Estoppel, German Culpa In Contrahendo, Quasi-Tort, Unauthorized Agency.
(Reading to be Determined).
EXAM. During Regular Examination Period.
TEXT. James Gordley, Arthur von Mehren, An Introduction To The Comparative Study Of Private Law : Readings, Cases, Materials. Cambridge University Press (2009).