UNIVERSITY OF KENT

Module Specification

1. GENERAL INFORMATION

Title: European Contract Law

Code: LW836

Academic year: 1999/2000

Number of units: 1 Unit (Lent term)

Number of ECT credits: 15

Length of module: 10 weeks (including 1 reading week)

Weekly contact hours: 2

Student study hours: 150

Name of convenor: Professor Geoffrey Samuel

Course e-mail:

Course directory: LW836

2. ASSESSMENT

Assessment requirements: One 4000 word essay.

Assessment submission dates: Per LLM regulations.

3. CONTENTS, AIMS AND OBJECTIVES

Contents outline: The European Parliament, in its resolution of 26 May 1989 on action to bring into line the private law of the Member States, asked that a start be made on the necessary preparatory work for the drawing up of a Common European Code of Private Law. The European Commission gave support to the Commission on European Contract Law, better known as the Lando Commission, in its work on harmonisation of contract law. The Lando Commission has now produced a complete version of a code of European Contract Law and there is growing pressure from some academic quarters that it be adopted as an obligatory code of contract law within the EU. The code is entitled Principles of European Contract Law (PECL for short). The PECL is thus of major importance and it will act as the basis of the module which itself follows the general structure of contract as a subject (formation, interpretation and performance). Particular emphasis will be placed on the notions and concepts likely to cause difficulties to students from differing legal traditions. Thus topics such as good faith, difficult for the English lawyer, will be studied in relation not just to the PECL themselves, but also to several national systems (in particular France) where it has been the subject of much development in recent years. The PECL have not as yet attracted their own caselaw (use is optional), but there is considerable caselaw of relevance in various EU national systems. Some of this caselaw will be studied in depth in the module. The actual syllabus is as follows:

Week 11Introduction

Week 12Historical and theoretical background to European

Contract Law

Week 13Formation of contract

Week 14Validity of contract

Week 15(Reading week)

Week 16Interpretation of contract

Week 17Contents and effects of contract

Week 18Performance and non-performance of the contract

Week 19Non-performance and remedies (1)

Week 20Non-performance and remedies (2)

Aims and objectives: The primary aim, therefore, of this module will be to give postgraduate students a thorough knowledge of the PECL. However, as the code has drawn its principles from a number of legal traditions, a second aim will be to give students an understanding of the differing contract concepts to be found in Europe as a whole. These concepts will be studied both in relation to the PECL and comparatively as between themselves. The aims may thus be summarised as follows. To provide:

  • a detailed knowledge of the PECL;
  • an outline knowledge of the histories of contract law in Europe;
  • an understanding of the main conceptual models of contract used in Europe;
  • an opportunity to study and to appreciate some of the difficulties associated with harmonisation of private law in Europe;
  • an opportunity to reanalyse a range of UK contract cases according to the PECL;
  • an opportunity to study contract cases from civil law systems and to reanalyse them according to the PECL;
  • an outline knowledge of the relationship between the PECL and other codified contractual provisions;
  • a knowledge of the epistemological issues associated with comparative legal studies.

The object of the course will to familiarise the students with the PECL so that they are able confidently to tackle any contract problem using these new code. The learning objectives to be achieved may be summarised as follows. An ability to:

  • demonstrate a thorough knowledge of the structure and contents of the PECL;
  • apply the PECL to a range of factual situations capable of being analysed as contractual;
  • indicate the historical and conceptual roots underpinning the more important of the PECL provisions;
  • relate the PECL provisions with other codes of contract law;
  • use comparative legal methodology in an intellectually constructive way.

4. TEACHING

Teaching arrangements: Teaching will be by a weekly seminar of two hours. The first part of the seminar will be along the lines of an informal lecture focused on the PECL code. The second half of the seminar will be based upon a weekly reading and research programme set out on a handout sheet and containing questions. These questions will form the basis of the seminar discussion.

Teaching methods: Each seminar, as mentioned, will in part be devoted to providing an expository framework for the area to be studied and researched. However at all times students will be encouraged to pose, and to receive, questions. The main method will be for students to engage with the seminar staff member and with each other. The learning objectives will thus be achieved through the study of the code (and other legislation), caselaw (from various systems) and doctrine which in turn will be consolidated through seminar discussion and problem-analysis.

5. READING AND RESEARCH

Basic reading: The PECL can be found on the Internet and in Rose (below). The main texts and useful sourcebooks are as follows:

Kötz, H & Flessner, A, European Contract Law: Volume One (Oxford, 1997;

trans T Weir)

Rose, FD, Statutes on Contract, Tort & Restitution (Blackstone, 9th ed., 1998)

Samuel, G, Sourcebook on Obligations & Legal Remedies (Cavendish, 2nd ed.,

1999)

Samuel, G & Rinkes, J, Law of Obligations and Legal Remedies (Cavendish,

1996)

Zweigert, K, & Kötz, H, An Introduction to Comparative Law (Oxford, 3rd ed.,

1998; trans T Weir)

Further reading: The main further reading is:

Beatson, J & Friedmann, D (eds), Good Faith and Fault in Contract Law

(Oxford, 1995)

Gordley, J, The Philosophical Origins of Modern Contract Doctrine (Oxford, 1991)

Harris, D & Tallon, D (eds), Contract Law Today: Anglo-French Comparisons

(Oxford, 1989)

Hartkamp, ASet al (eds), Towards a European Civil Code (Ars Aequi, 1994)

Lando, O & Beale, H (eds), The Principles of European Contract Law I: Non-

performance and Remedies (Martinus Nijhoff, 1995)

Markesinis, B, Dannemann, G & Odersky, W, The German Law of Obligations: Volume I: The Law of Contracts and Restitution (Oxford, 1997)

McGregor, H, Contract Code: Drawn up on Behalf of the English Law Commission

(Giuffrè, 1993)

Nicholas, B, The French Law of Contract (Oxford, 2nd ed., 1992)

Treitel, GH, Remedies for Breach of Contract: A Comparative Account (Oxford,

1988)

IT input: Internet (

6. MODULE AND PROGRAMMES

Programme aims and objectives: See LLM programmes

Contribution of module: The module will further the aims and objectives of these programmes.

Student feedback: student feedback questionnaires. The module will follow the KLS set procedures as laid out in the KLS requirements.

Resource requirements: Standard library materials on English contract law together with French law reports (taken by library) and reference works on contract in Roman, French and German law.