English Commercial Contracts and Companies

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This course examines core aspects of English commercial contracts and companies. It

explores how commercial contracts are formed, amended and executed. It also discusses how

contract disputes can arise and how to resolve such disputes (inc. by negotiations, mediation,

arbitration and litigation). It also explores the various types of commercial entities which

exist in English law (partnerships, companies etc.) and discusses some core aspect of how

they function.

English contract and company law are renowned within the world of commerce. Where

commercial contracts are concluded by parties from two different countries (e.g. Poland and

Germany), English law is the most likely to be chosen as the governing law of the contract.

Equally, the English courts and arbitral tribunals are very commonly chosen as the venue to

resolve commercial disputes. Commercial parties value not only the independence of the UK

court system, but also the efficiency and speed with which commercial cases are resolved.

This course explores some of the reasons for the popularity that English law and courts enjoy

in this respect.

Additionally, it takes a practical look at the various commercial entities which exist in

England, and explains how to create them and design their internal procedures to make them

most suitable to conducing commercial activities. It also discusses some practical problems

which companies can face during their lifetimes, and how best to pre-emptively avoid such

problems, or resolve them once they arrive. It also explores some aspects of IP law which

may be of relevance to start-up companies (e.g. trade mark protection).

The course provides students with insight and practical knowledge in the following areas:

1. Forming and amending commercial contracts;

2. Drafting commercial contract clauses;

3. Breach of contract and remedies;

4. Types of business entity (partnerships, companies etc.);

5. Choosing the appropriate business type for a client’s needs

6. Registering a company online (practical workshop)

7. Company names and Trade Mark protection

8. How to check trade marks online? (practical workshop)

9. Drafting and amending a company’s constitution (practical workshop)

10. Investigating your competitor/partner companies online (practical workshop)

11. Shares and shareholder agreements

12. Protecting unregistered trade marks and trade secrets

13. Directors duties and remedies for breaches

14. Disputes between shareholders and company management

Reading will be provided to students as extracts from the following textbooks:

Baskind, D and others, Commercial Law (4 th ed), (Oxford University Press, 2022).

Dignam A. and Lowry J., Company Law (12 th ed.) (Oxford University Press, 2022)

Arvind TT, Contract Law (3 rd ed.) (Oxford University Press, 2022)

Additional reading may be assigned for particular classes.

Students will acquire practical knowledge and skills concerning how commercial contracts

are negotiated, drafted, concluded and executed or breached. They will also become familiar

with the ways in which business can be pursued in the UK and some of the practical

problems facing start-up companies.

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