78265 Commercial Contracts
Warning: The information on this page is indicative. The subject outline for a
particular session, location and mode of offering is the authoritative source
of all information about the subject for that offering. Required texts, recommended texts and references in particular are likely to change. Students will be provided with a subject outline once they enrol in the subject.
Subject handbook information prior to 2017 is available in the Archives.
Credit points: 6 cp
Result type: Grade and marks
Requisite(s): ( 78101c Postgraduate Legal Research OR ((22 credit points of completed study in spk(s): C07122 Graduate Diploma Legal Studies OR 22 credit points of completed study in spk(s): C04147 Master of Legal Studies OR 22 credit points of completed study in spk(s): C07074 Graduate Diploma Legal Studies OR 22 credit points of completed study in spk(s): C04264 Master of Legal Studies)) OR ((94 credit points of completed study in spk(s): C04236 Juris Doctor OR 142 credit points of completed study in spk(s): C04250 Juris Doctor Master of Business Administration) AND 70106c Principles of Public International Law AND 70107c Principles of Company Law) OR (94 credit points of completed study in spk(s): C04320 Juris Doctor Graduate Certificate Professional Legal Practice AND 70106 Principles of Public International Law))
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
These requisites may not apply to students in certain courses.
There are course requisites for this subject. See access conditions.
Description
This subject examines the operation of complex commercial contracts by applying advanced principles of contract law and equity to a series of case studies involving commonly used commercial contracts. The subject considers the formation of complex commercial contracts, including issues relating to pre-contractual negotiations, joinder of documents and the use of industry standard agreements, framework agreements and master agreements. Advanced principles of contractual interpretation are applied to common clauses found in commercial contracts. Principles of contractual remedies are discussed under contract law, equity and relevant statutory provisions, with a particular focus on contractual penalty clauses. The subject draws on real-life contracts from significant areas of commercial practice as case studies to identify and apply commercial and legal considerations to contractual negotiation and drafting. Experienced legal practitioners guide students through a range of complex commercial contracts to apply relevant legal principles in supporting client commercial and legal interests.
Subject learning objectives (SLOs)
Upon successful completion of this subject students should be able to:
| 1. | To identify and apply appropriate legal principles to the formulation and application of a range of common clauses used in commercial contracts |
|---|---|
| 2. | To understand and critically assess the range of commercial, ethical and legal issues that can arise during the negotiation and drafting of commercial contracts. |
| 3. | To be able to effectively identify legal and commercial risks that can arise in common commercial transactions and to be able to give clear and accurate advice as to how those risks may be addressed by contract |
Teaching and learning strategies
Strategy 1 Small and large group class discussion
The subject will involve 2-hour seminars each week. Each class will involve small group activities involving discussion questions and hypothetical problem questions to allow students to apply their understanding of material prepared before class. The classes will also involve large group discussions based on pre-determined questions that foster debate and individual reflection.
Strategy 2 Short podcast lectures on key concepts
There will no formal lecture component within the class. Rather a series of concise conceptual podcasts will be developed to explain key concepts underpinning each week’s class.
Strategy 3 Participation in online activities
UTSonline will be used for this subject and will include a range of discussion threads and short answer conceptual questions that students will need to complete as part of their assessment.
Strategy 4 Practitioner workshops
This subject will be partially co-taught with both an academic and a practitioner for the second half of the subject. The practitioner will guide students through the process of negotiating, drafting and executing a series of commonly used commercial contracts and both teachers will facilitate problem solving, role play and drafting exercises.
Content (topics)
- Constructing the contract-single and multiple documents, the role of framework agreements and industry standard agreements, pre-contractual representations (heads of agreement, incomplete contracts; negotiating contracts, corporate authority and agency relationships for contracting)
- Advanced principles of contractual interpretation
- Security, deposits, options and collateral guarantees and credit support
- Variation, amendment, novation and assignment of contractual rights
- Termination, penalties and compensation in commercial contracts
- Banking and finance contracts-syndicated loan agreement or derivatives master agreement
- Supply agreements with retention of title
- Contractual dispute resolution (mediation, arbitration)
Required texts
There is no prescribed text for this subject. Most of the prescribed readings will be taken from Carter on Contract (available on LexisNexis AU through the library databases). Other prescribed readings will be uploaded onto UTSOnline. A reading guide is also available on UTSOnline.
Recommended texts
Carter, The Construction of Commercial Contracts, 2013, Hart Publishing
Carter, Carter's Breach of Contract, LexisNexis Australia
Christensen and Duncan, The Construction and Performance of Commercial Contracts, 2014, Federation Press
Furmston and Tolhurst, Privity of Contract, 2015, Oxford University Press
Furmston and Tolhurst, Contract Formation: Law and Practice, 2010 Oxford University Press
Paterson, Robertson and Duke, The Principles of Contract Law, 5th ed, 2015, Thomsonreuters
Seddon and Ellinghouse, Cheshire and Fifoot's Law of Contract,10th ed, 2012, LexisNexis Australia
Thomson, Martin and Warnick, Commercial Contract Clauses, Westlaw AU
Tolhurst, The Assignment of Contractual Rights, 2nd ed, Hart Publishing
