International business is booming. Businesses conduct their activities across borders and all over the world. Companies that are active in an international environment deal with different jurisdictions, a variety of rules and business partners residing in other countries. This means that executives, legal counsel, lawyers and other relevant persons need to understand the legal consequences. Rights and obligations of such international activities are outlined in (international) agreements. Understanding and drafting of these is an underestimated discipline. It requires knowledge of the relevant facts and of the applicable laws, and last but not least, drafting skills.
This course is about understanding international contracting, and dealing with the pitfalls. You will be schooled in the art of negotiation, the built-up towards an agreement, the structure of contracts, core and ‘boiler plate’ clauses, the applicable laws, and drafting skills. All are essential to properly draft, understand and judge an agreement.
During this course various types of international commercial agreements and contract clauses will be studied and analyzed. Thecourse deals with negotiation, drafting and basic notions of (international) contracting (under U.S., English and Netherlands law as well as supranational treaties such as the Convention on the International Sale of Goods ).
The course is structured ‘chronologically’ and lasts for a period of five (5) weeks. The course provides for a weekly lecture, followed in the same week by an interactive tutorial. The tutorials deal with the same topics as the lectures. For each tutorial there will be an assignment.
This course will in its entirety be taught in the English language. For a legal professional verbal and writing skills are of the utmost importance.
The principal objectives of this course are that you will obtain a feel for the legal problems faced by businesses which operate internationally, especially from the perspective of contract drafting. You will acquire basic knowledge of existing rules on applicable laws and how to be on the alert to the pitfalls of drafting. You will learn to judge contracts, and to early recognize the relevant legal issues. All in particular with respect to the studied international commercial clauses and agreements. Finally, that you are able to participate, in cross-border transactions and businesses, ensuring at least some familiarity with the concepts of international contract drafting and foreign legal systems (English or U.S. legal system).
Upon completion of the course, you are able to:
use and practice the negotiation skills based on the Harvard negotiation principles;
apply basic knowledge of contract drafting and international business law;
solve simple exercises, mainly in regard to international commercial agreements and clauses therefrom;
apply the relevant aspects of a case study, in particular to aspects of applicable law and common types of international commercial agreements, as well as differences of foreign law contracts and Dutch law contracts when those are in the English language;
have insight into the system of legislation and regulations which are relevant when a business enters into an international transaction;
draft and comment upon simple clauses of international commercial agreements in an international setting;
develop responses in English that clearly accomplish their communicative purposes;
assess the way in which disputes may be resolved, either in court or by means of arbitration, and be able to assess the relevance of a jurisdiction and forum clause.
The timetable of this course can be found in uSis.
Mode of instruction
Combination of lectures and tutorials
Number of (2 hour) lectures: 5;
Number of (2 hour) interactive seminars: 5, with a mix of theory and case discussion;
Names of lecturers: see above;
Required preparation by students: preparation of prescribed reading materials, case studies and any other assignments.
Written exam: 3 hours
One written assignment during the seminars
The assessment of this course is based on three elements:
written assignments): timely and duly submitted assignments
students have to make a minimum of 4 out of 5 assignments, if students meet this requirement, they can earn a bonus point (0,5 or 1 point) to be added to the exam grade if the exam grade is a passing grade.
If a student has obtained a failing grade for the (first chance) exam the bonus point will be transferred to the re-sit exam. If the re-sit is an oral exam no bonus point will be added.
one of the submitted assignment (for everyone the same, or the next when that one has not been submitted) will be graded: fail (0 points), pass (0,5 point) or good (1 point).
The assignments cannot be retaken. The score earned on the assignments will remain valid for the re-take. The final grade is given if the student has achieved a score on all parts (i.e. assignments, , and the written exam or retake).
If a student has not passed the course by the end of the academic year (2017/2018), any partial grades for written exam, written assignment are no longer valid.
Regulation retake passed exams
In this course it is possible to retake an exam that has been passed (cf. art. 22.214.171.124 and further of the Course and Examination Regulations), on the condition that this course is included in the compulsory components of the degree programme. Students who have passed the exam may retake the final written assessment (test) of the course. Please contact the Student Administration Office (OIC) for more information.
Areas to be tested within the exam
The examination syllabus consists of the required reading (literature) for the course, the course information guide and the subjects taught in the lectures, the seminars and all other instructions which are part of the course.
More information on this course is offered in Blackboard.
Obligatory course materials
to be announced on Blackboard
Course information guide:
to be announced on Blackboard
to be announced on blackboard
Students have to register for courses and exams through uSis.
Coordinators: M.W. Melles, LLM
Work address: Kamerlingh Onnes Building, Steenschuur 25, 2311 SE, Leiden
Contact information: see below
Telephone number: 071- 5273885 or 071-527 7235
Department: Company law
Room number secretary: B2.43
Opening hours: 09.00-13.30
Telephone number secretary: +31 (0) 71 – 527 7235
Belangstellenden die deze cursus in het kader van contractonderwijs willen volgen (met tentamen), kunnen meer informatie vinden over kosten, inschrijving, voorwaarden, etc. op de website van Juridisch PAO. Let op dat er wel voldaan moet worden aan de toegangseisen.