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Course objectives
During the course, students will :
- get acquainted with the French legal rules that govern French or International commercial contracts
- read through and distinguish between commercial contracts (main distribution agreements, sales)
- understand and analyze the impact of typical clauses
- solve legal problems
- compare court decisions and arbitration awards
At the end of the course, students will be able to :
- understand the contents of a commercial contract, the meaning of its legal vocabulary, the impact of its clauses, the legal consequences resulting from its specific drafting
- forsee legal problems that might arise from a given contract and suggest a drafting that might prevent them
- understand the wording of a court decision / arbitration award and what it implies for the contracting parties
- identify a legal problem and find the relevant legal rule
Course content:
Session 1. Applicability of French law to commercial contracts
- When does French law govern an international commercial contract ?
- What is the legal proceeding ?
- Who resolves the case ? Judges / arbitrators
Session 2. Sale of goods
- French sale of goods
- International sale of goods - Vienna convention
Session 3. Distribution agreements
- Different kinds of distribution agreements (exclusive purchase agreement, concession agreement, dealership, franchise, selective purchase agreement)
- Different kinds of clauses specific to these agreements (exclusive purchase clause, exclusive territory clause, exclusive supply clause, restraint of trade clause, confidentiality clause)
Sessions 4 and 5. French and European rules governing distribution agreements
- Formation of a distribution agreement (negotiations, bids, gentlemen’s agreement, tendering process, annual negotiation, prices, duration, DPI, etc.)
- Performance of a distribution agreement (duties of the supplier, and the distributor, know-how, exclusivity, supply, confidentiality, network, parallel distributor, etc.)
- Modification of a distribution agreement, revocation (termination clause)
- Non-performance of the contract (penalty clause, termination clause, force majeure clause, exemption clause, remedies)
- Termination of the contract (duration, renewal, art. L. 442-6 I 5° Ccom, restraint of trade and loi Macron)
- Regulation of competition (unfair competition, restrictive practices, anti-competition practices, vertical and horiz
Modalités
Class will consist of interactive study and analysis of various documents (contracts, decisions, cases).