Ficha da Unidade Curricular A3ES

Ano letivo 2022/2023

Designação da Unidade Curricular:
Common Law Contracts and Sales - Contractual Theory and Practice

Curricular Unit:
Common Law Contracts and Sales - Contractual Theory and Practice

Sigla da área científica Duração1:

D semestral
em que se insere:

Horas de trabalho2: Horas de contacto3: ECTS:

36h 5

Observações / Observations4:
Optativa 1000 caracteres disponíveis

Modalidade da disciplina:

x 1º Ciclo - Licenciatura: 2º Ciclo - Mestrado:

Semestre: primavera Área:

x Disciplina Semestre:
Obrigatória Disciplina

Opcional Jurídica x Seminário

Opcional não jurídica

3º Ciclo - Doutoramento:
Seminário

Área: Área:

Docente responsável e respetiva carga letiva na unidade curricular (preencher o nome completo) /
Responsible academic staff member and lecturing load in the curricular unit (fill in the full name):
Thomas Gaultier - 36h

1 Anual, semestral, trimestral…

2 Número total de horas de trabalho.
3 Discriminadas por tipo de metodologia adotado (T - Ensino teórico; TP - Ensino teórico-prático; PL - Ensino prático e

laboratorial; TC - Trabalho de campo; S - Seminário; E - Estágio; OT - Orientação tutorial; O - Outro).

4
Assinalar sempre que a unidade curricular seja optativa .

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Outros docentes e respetivas cargas letivas na unidade curricular /
Other academic staff and lecturing load in the curricular unit:
------ 1000 caracteres disponíveis

Objectivos de aprendizagem (conhecimentos, aptidões e competências a desenvolver pelos estudantes):

1000 caracteres disponíveis

Learning outcomes of the curricular unit:

In an increasingly international legal environment, one is likely to come into contact with American contract
law. This course, taught entirely in English, gives students the tools and knowledge to understand and work
with the concepts applicable to US contracts and sales. In this class, they will get theoretical and practical
understanding of these areas of the law, and be able to analyse and understand seven main issues: (1)
applicable law, understanding when the common law of contract applies and when the Uniform Commercial
Code for Sales applies. (2) contract formation and elements thereof, (3) contract defences, (4) contract
terms, and how they can vary and be interpreted, (5) performance and breach, and their consequences, (6)
remedies for unexcused breach, and (7) third-party rights. In this class, comparative references will be made
to the Portuguese contractual legal framework, to illustrate the differences between the civil law and
common law approaches to contracts. 1000 caracteres disponíveis

Conteúdos programáticos:
1000 caracteres disponíveis

Syllabus:
1.Applicable Law
a. Common Law
b. Uniform Commercial code on sale of goods
2.Contract Formation
a. Offer
b. Acceptance
c. Consideration
3.Contract Defences
a. Statute of Frauds
b. Incapacity
c. Misrepresentation
d. Mistake
e. Duress
f. Undue Influence
g. Unconscionability
h. Illegality
4.Contract Terms
a. Parole Evidence
b. Conduct and Behaviour
c. UCC default terms
d. Contract Modification
5.Performance of Contracts

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 a. Promises and Conditions
b. Excuse of Conditions
c. Perfect Tender
d. Rejection of Goods
e. Revocation of Acceptance
6.Remedies in case of Breach
a. Specific Performance
b. Restitution
c. Types of Damages
7.Third Party Rights
a. Third Party Beneficiaries
b. Assignment of Rights
c. Delegation of Duties 1000 caracteres disponíveis

Demonstração da coerência dos conteúdos programáticos com os objetivos de aprendizagem da unidade curricular:
1000 caracteres disponíveis

Demonstration of the syllabus coherence with the curricular unit's objectives.

This syllabus was designed to walk the students through all of the relevant stages of contracts and sales.
From to initial negotiation of oral terms, the necessary elements needed to have a binding agreement,
exploring how said agreement will be performed, or, if not performed, what are the respective implications.
Finally, what happens when one of the contracting parties fails to perform their obligations. This approach
from different angles, with a very practical analysis of the issues arising from the main concepts of the law
of contracts and sales, will provide students with a mental mapping of how to form, interpret, defend
against, perform or non-perform, as well as put and end to contracts under the US legal framework. At
various points throughout the lectures, the concepts of US contract law will be compared with their
Portuguese equivalents, thus enabling students to understand the differences between both frameworks.
1000 caracteres disponíveis

Metodologias de ensino (avaliação incluída):

1000 caracteres disponíveis

Teaching methodologies (including evaluation):

The teaching methodology will be based on three aspects.
1) Preparing for the class by reading the relevant definitions of the technical terms that will be taught in
class regarding contracts and sales.
2) Interactive lectures on the topics identified in the syllabus, with 3) numerous concrete hypothetical
questions regarding the topics being taught, inviting students to question their understanding in practical
scenarios
The continuous evaluation with consist of and on-going assessment of the students' participation in class
when discussing hypotheticals (50%), as well as a multiple choice/true or false questionnaire (50%). The
final examination will combine multiple-choice questions, true or false questions as well as contractual issue
spotting questions. Students can only qualify for the continuous evaluation if they are present for at least
50% of classes. 1000 caracteres disponíveis

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Demonstração da coerência das metodologias de ensino com os objetivos de aprendizagem da unidade curricular.
3000 caracteres disponíveis

Demonstration of the coherence between the teaching methodologies and the learning outcomes.
The aim of the proposed methodology is to diversify the learning techniques used to better understand and
integrate the subject matter. During the first phase, the students will read definition of the concepts that
will be discussed. For most, this will be their first contact with US contract law concepts, hence defining the
terms so as to create clarity in their minds is essential. Then, during the lectures, the students will articulate
their understanding of the concepts, as read in the definitions, with the more detailed explanations given in
class. Finally, once the concepts are defined and then explained, they will then put the concepts into
practice with hypothetical questions using concrete examples to illustrate how they apply.
By following this methodology, the students will reach a more in-depth and practical understanding of the
law of contracts and sales in the United States, which will enable them to feel comfortable when facing US
governed contracts in the future. Working with many hypotheticals during class will allow them to
understand the actual use of learning these concepts, as they will be confronted with real life examples of
contractually relevant situations.
In sum, this contracts class will not be a purely theoretical approach to contracts, but rather a class where
the theory is rapidly put to practice as new concepts are acquired by the students, with the overall objective
to cover all of the essential elements of contracts and sales, while making the subject matter as real and
concrete as possible. 3000 caracteres disponíveis

Bibliografia de consulta/existência obrigatória / Main Bibliography:

Dynamic Business Law, The Essentials, Third Edition- Kubasek, Nancy, McGraw Hill Education Publishing,
2016

Calamari and Perillo on Contracts, Fifth Ediation, Joseph Perillo, Thomson West Publishing, 2003

Understanding the Law - Carper, West, and McKinsey, Fifth Ediation, Thomson West Publishing, 2008

Corbin on Contracts, Arthur Linton Corbin, West Group Publishing, 2001

Concepts and Case Analysis in the Law of Contracts, Marvin Chirelstein, Foundation Press Publishing, 1998

Business Law - Text and Cases, Thirteenth Edition, Clarkson, Miller and Cross, Cengage Learning Publishing,
2015

Business Law - The Ethical, Global, and E-commerce Enviroment, fiftheenth edition, Mallor, Barnes, Boers
and Langvardt, McGraw-hill Irwin Publishing, 2013

Black's Law Dictionary (9th Edtion) - Bryan A. Garner, West Publishing, 2009 1000 caracteres disponíveis

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