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Commercial Law and Practice LG01 D1
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Commercial Law and Practice LG01 D1 class notes
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LEGAL PRACTICE COURSECommercial Law and Practice
Large Group 1
Topic(s):
Introduction to Commercial Law and Practice.
Commercial supply agreements: overview:
o negotiation and contract formation;
o drafting; and
o effective drafting of exclusion clauses.
Learning Outcomes:
By the end of this session you will be able to:
identify different types of commercial supply contracts;
apply the Unfair Contract Terms Act 1977 (“UCTA 1977”) to a commercial supply
agreement;
outline the legal issues to be taken into consideration when drafting an exclusion clause;
and
apply your knowledge of the law to a practical example of events leading up to the
formation of a commercial agreement.
Session Activities:
As set out in the session outline.
Materials Attached:
Session Outline.
Legislation Bundle.
Sample Conditions of Sale and Conditions of Purchase.
Preparation for Session:
Read Chapters 1, 2 and 3 (excluding paragraph 3.3) of the Commercial & Intellectual
Property Law & Practice manual (the ‘Commercial Manual’). It is essential that you
read Chapter 3 particularly carefully.
Read Sections 2, 3, 6, 7, 11, 13 and 14 of UCTA 1977, included in the Legislation
Bundle.
Review the attached Session Outline.
Find and read the Court of Appeal Decision in Watford Electronics Ltd v Sanderson CFL
Ltd [2001] All ER (Comm) 696. Make notes on how the case illustrates:
o the legal implications of the different stages in the formation of a supply contract;
o the application of UCTA 1977, particularly in relation to “reasonableness”; and
o that the way business is carried out in practice may give rise to problems in
relation to the use of express contractual provisions, including exclusion clauses.
Please bring the Commercial manual and the Legislation Bundle to the session.
You will need to use them.
docs_200928440.docx 1/19 © City, University of London 2020
, LEGAL PRACTICE COURSE
Post-Session:
Re-read s.2, 3, 6, 7, 11, 13 and 14 of UCTA 1977.
Read the sample Conditions of Sale and Conditions of Purchase, thinking about how they
relate to the issues discussed in the session.
Read the specialised Drafting Criteria for Commercial Agreements, set out in Section 7 of
the Session Outline.
Review your notes of the session in order to consolidate your understanding.
How is Commercial Law and Practice assessed on the LPC?
One written assessment with 100 marks available.
‘Open book’ style assessment.
Advance Materials provided.
3 hours duration.
The assessment is in 2 parts:
o Part 1 – 40 marks, comprised of short answer questions based on Advance
Materials (of which, up to 20 marks (between 10-20 marks) will be allocated to
drafting question/s); and
o Part 2 – 60 marks, comprised of questions based on unseen facts to be provided
during the assessment:
short answer questions worth a total of 40 marks; and
ten multiple-choice questions worth a total of 20 marks.
-drafting is the assessed skill (10-20marks will be based on drafting)
-Will be on one kind of agreements there are so many
-Looking also at debt finance so more documents
Will get some advanced materials
-Good spread of content throughout the paper
© City, University of London 2020 2/19 docs_200928440.docx
, LEGAL PRACTICE COURSE
Commercial Law and Practice
Large Group 1: Session Outline
For copies of the key legislation referred to in this session, see the Legislation Bundle.
1. Introduction
The Legislation Bundle and the sample Conditions of Sale and Purchase are key documents.
Please ensure that you bring them to your assessment and to future sessions as directed.
The specialised Drafting Criteria for Commercial Agreements, set out in Section 7 of this
Session Outline, are also very important. Please review these carefully and bring them to
future sessions.
1.1 Today's session
Introduction to Commercial Law and Practice
Overview of issues relating to formation and interpretation of Commercial
Supply agreements
■ Builds on BLP knowledge debt and equity finance
■ Substantially based on Contract Law
■ Document based
■ Main skill = drafting
■ Materials / Moodle page sample conditions of sale and purchase, legislation bundle,
manuals (not looking at capital market, only focus on banking, and not doing IP)
In general terms, looking at B2B contracts (rather than B2C)
Module overview
■ General contract & Sale of Goods LG1
■ Commercial supply contracts WS1,2,4,6
■ International trade LG2, WS3
■ Agency, distribution & franchising LG3, WS5,8,9
■ E-comm and data protection LG4, WS7
■ Debt Finance LG5, WS10,12
■ Security and Guarantees LG6,WS11,13
■ Competition Law LG7, WS14
■ Revision LG8
1.2 What does a commercial lawyer do?
Pretty much all in the module overview – but magic circle firms are more specialised, but
smaller firms there would be coco departments and would be doing more broad range
1.3 Why is drafting so important?
Need to consider all the ‘what ifs’ e.g. if goods not delivered on time, what if a party goes
into insolvency, if the goods cannot be produced so all the stuff the client does not think
about need to understand the sector and the clients business to draft better
Understand the supply chain
docs_200928440.docx 3/19 © City, University of London 2020
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