Commercial and Advanced Contract Law

The first year courses in Contracts and Bargain, Exchange & Liability introduce students to the law of contracts, develop and explore many general and fundamental legal concepts, and provide a foundation for the study of more specialized areas of commercial law. Upper level courses further examine special types of contracts and provide introductions to three major commercial law topics -- secured transactions, payment systems and sales. These topics are covered in a variety of courses that are described below. In addition to examining a specific area of commercial law, each of the courses seeks to expose students to the wide variety of commercial transactions in which typical clients are involved, enabling students to feel comfortable researching solutions to typical business questions in the Uniform Commercial Code (U.C.C.). More generally, these courses provide students with the experience of working with a well-developed body of statutory law. Students who expect to represent business clients should take one or more of these offerings.

There are five primary commercial law courses. Three of the courses focus on one of three major commercial law topics: Secured Transactions, Payment Systems, and Sales. Each is a three-credit course. In addition, a four-credit course combines two of these topics: Commercial Law: Secured Transactions and Payment Systems.

The Three Basic Courses
Commercial Law: Secured Transactions (3 credits) focuses on one of the most basic and important business transactions -- the grant of a conditional interest in personal property as security for a loan. Students become familiar with Article Nine of the Uniform Commercial Code, different types of loan transactions, the notion of priorities among creditors, creditor-debtor relations generally, and some of the effects of bankruptcy on creditors

Commercial Law: Payment Systems (3 credits) explores the policy alternatives of modern payment systems including checks, electronic fund transfers and credit cards. Payments law is governed by federal regulation and Articles Three and Four of the Uniform Commercial Code.

Commercial Law: Sales Transactions (3 credits) primarily considers contracts for the sale of goods and, as such, deals principally with Article Two of the Code. The course revisits and expands upon some of the issues covered in the first year Contracts and Bargain, Exchange and Liability courses and investigates many new ones. In addition to Article Two, the Sales course explores and compares provisions of the Convention on Contracts for the International Sale of Goods and U.C.C. Article II-A on Leases.

Students who do not take the combined course may earn credit in each of these three courses.

The Combined Course
The combined Commercial Law course is offered as more general alternative to the other three courses. Commercial Law: Secured Transactions & Payment Systems (4 credits) covers most Article Nine issues and introduces students to Articles Three and Four of the Code.

Students who earn credit in this course may not earn credit for Commercial Law: Secured Transactions and Commercial Law: Payment System, but may take Commercial Law: Sales Transactions.

Related Courses
In addition to these basic commercial law courses, many other offerings examine important and interesting facets of commercial law.

Bankruptcy and Creditors’ Rights (3 credits) introduces students to the basic policies of the bankruptcy laws, explains their effects on creditors and debtors, and generally familiarizes students with bankruptcy law and process. Bankruptcy potentially affects all businesses and the diverse commercial transactions that they enter. Accordingly, commercial lawyers must be sensitive to the risks of bankruptcy and understand how best to design clients’ business transactions to minimize its adverse consequences. Additionally, many consumers file for bankruptcy each year. (A prior or concurrent commercial law course in secured transactions is recommended.)

The offerings in Finance of Real and Personal Property, Drafting and Negotiating Commercial Transactional Documents, Drafting and Negotiating Commercial Real Estate Documents: Real Estate Contracts, Loan Documents, and the Commercial Lease, and Government Contracts deal with important, specialized types of commercial transactions and documents. In addition, a number of seminars cover other interesting fields and offer research and writing opportunities.

Full-time Faculty:
Emma Coleman Jordan
Adam J. Levitin
John G. Murphy
Elizabeth Hayes Patterson
William T. Vukowich

 
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