HANOI LAW UNIVERSITY COMPARATIVE LAW INSTITUTE COURSE OUTLINE COMPARATIVE CONTRACT LAW (For HLU internal use only) HANOI - 2021 HANOI LAW UNIVERSITY COMPARATIVE LAW INSTITUTE Training Level: Bachelor of Law Subject’s Name: Comparative Contract Law Number of Credit: 02 Type of Subject: Optional COURSE INSTRUCTORS’ INFORMATION Dr Nguyen Toan Thang– Lecturer, Director, Comparative Law Institute, HLU Email: ngthang2002@yahoo.com PhD Candidate Đo Thi Anh Hong (MBA) – Lecturer, Comparative Law Institute, HLU E-mail: anhhongdo22@gmail.com PhD Candidate Đang Thi Hong Tuyen (LLM) – Lecturer, Comparative Law Institute Email: hongtuyenhlu@gmail.com TEACHING ASSISTANT: Bui Thi Minh Trang (LLM) – Teaching assistant, Comparative Law Institute Email: trangbui1203@gmail.com Pham Minh Trang (LLM) – Teaching assistant, Comparative Law Institute Email: trangpm.hlu@gmail.com Comparative Law Institute Office: Rooms: 1501, 1502 and 1407, A Building, Hanoi Law University No 87, Nguyen Chi Thanh, Dongda, Hanoi Tel: 024 37736090 Working hours: 7h30 - 17h00 every working day (except for Saturday, Sunday and Public holidays) PREREQUISITES - Civil Law COURSE SYLLABUS IN BRIEF Comparative Contract Law is a subject that equips students with fundamental knowledge of contract law of different countries that come from the two major legal traditionsof the world (Civil Law and Common Law) using comparative approach The course consists of two parts: (1) General part (dealing with fundamentals of Comparative Contract Law; and (2) Detailed part dealing with all matters from the formation to the termination of a contract - The concept of comparative contract law; and objects forcomparison; - The significance of comparative contract law; - The formationand requirements for a validcontract; - Contents, construction andmodification of a contract; - Performance, breach andtermination of a contract; COURSE SYLLABUS IN DETAILS Topic An Overview of Comparative Contract Law The Concept of Comparative Contract Law - Definition and characteristics of Comparative Contract Law - Objects for comparison The Significance of and Principal Approaches to Comparative Contract Law Topic The Formation of a Contract General Consideration of the Concept of Contract Elements for the formation of a Contract Topic Requirements for a Valid Contract Parties’having capacity to make a contract Parties’ will and their declared will being unique Contract’s contents being legal Contract’s form satisfying special requirements Topic The Contents, Modification and Construction of a Contract Contract Contents Contract Modification Contract Construction Topic Performance, Breach and Termination of a Contract Contract Performance Breach of a Contract Termination of a Contract DISCIPLINE’S OVERALL OBJECTIVES 5.1 Cognitive Objectives - K5: In-depth knowledge of civil law in theory and practice; - K6: In-depth knowledge of economic law in theory and practice; - K8: In-depth knowledge of international trade and business law in theory and practice; - K13: Specialized knowledge of legal English through learning 20% of the knowledge in the training program in English; - K16: using legal English for academic and working purposes, dealing with foreign partners in the legal affairs 5.2 Skill Objectives - S17: Skills for searching, analyzing and evaluating accurately the legislation related to the work; - S18: Skills for analyzing practical legal cases and Problem - Solving Skills; - S25: Presentation and criticism skills; - S26: Independent work skills; - S27: Teamwork and team leadership skills; 5.3 Attitude Objectives - T32: Loyalty to country, Complying with the law and the State’s policies; - T33: Honesty, goodwill, supporting the innovation, protecting justice; - T34: Being Confident and looking forward to learn new knowledge, dedicating the intelligence to serve the country; - T35: Complying with legal professional ethical standards; COGNITIVE OBJECTIVES 6.1 Cognitive objectives in details Objective Issue Level 1A1 Be able to understand the An overview definition of Comparative Contract of Comparati Law 1A2 Be able to ve Contract understand the Law characteristics of Comparative Contract Law 1A3 Be able to Level 1B1 Be able to analyze the definition of Comparative Contract Law 1B2 Be able to distinguish between characteristics of Comparative Contract Law and those of Comparative Law 1B3 Be able to Level 1C1 Be able to explain why international principles, regulation, directives governing contractual relations are objects for comparison understand the objects compare between for comparison sources of contract law 1A4 Be able to in different legal understand sources of systems contract law in different 1B4 Be able to legal systems analyze the most 1A5 Be aware of fundamental principles different roles of of contract law international contract 1B5 Be able to regulation as a source of differentiate between domestic contract law general and specific and as an object for characteristics of comparison national contract law 1A6 Be able to 1B6 Be able to understand international analyze different principles, regulations, contract law doctrines directives governing adopted in different contractual relationships legal systems 1A7 Be able to 1B7 Be able to understand the analyze research significance of objects and research Comparative Contract methods of each Law approach to 1A8 Be able to Comparative Contract understand different Law approaches to Comparative Contract Law 1C2 Be able to explain why objects for comparison are not only confined to legal rules and principles of contract law 2A1 Be able to understand different 2C1 Be able to evaluate the 2B1 Be able to compare between 1C3 Be able to explain the significance of Comparative Contract Law 1C4 Be able to differentiate between roles of Comparative Contract Law 1C5 Be able to differentiate between approaches to Comparative Contract Law The approaches to defining Formation contract in Civil Law of a and Common Law Contract traditions 2A2 Be able to understand the definition of contract in different legal systems 2A3 Be able to understand the principle of freedom of contract in different legal systems 2A4 Understand the elements that constitute a binding contract in different legal systems 2A5 Understand what an offer is; how to revoke an offer; and duration of an offer in different legal systems 2A6 Understand what an acceptance is; and how to communicate an acceptance in different legal systems 2A7 Understand the certainty of the terms of an agreement in different legal systems definitions of contract approaches to in different legal defining contract systems in Civil Law and Common Law 2B2 Be able to differentiate between traditions in general and in an offer and an relevant legal invitation to treat in different legal systems systems in particular 2B3 Be able to distinguish between the 2C2 Be able to principle of freedom of comment on the similarities and contract adopted in different legal systems differences between offer, 2B4 Be able to acceptance and compare between their related issues offers and related adopted in issues adopted in different legal systems different legal systems 2B5 Be able to 2C3 Be able to compare between acceptances and related comment on the differences issues adopted in different legal systems between how the requirements for 2B6 Be able to compare the certainties the certainty of the of contract’s terms in terms of the different legal systems agreement adopted 2B7 Be able to explain in different legal the importance of the systems intention to create legal 2C4 Be able to comment upon the relations in different 2A8 Understand the legal systems intention to create legal 2B8 Be able to relations in different compare between legal systems different doctrines 2A9 Understand the adopted in different agreements that not legal systems constitute legal relations in different legal systems 2A10 Understand the agreements that constitute legal relations in different legal systems 2A11 Understand the relevantdoctrines adopted in different legal systems for the existence of a contract being recognized 3A1 Be able to Requireme understand void and nts for a voidable contracts valid 3A2 Be aware of contract different requirements different viewpoints of different legal systems on the intention to create legal relations 2C5 Be able toevaluate the importance of different doctrines adopted in different legal systems 3B1 Be able to explain 3C1 Be able to different requirements differentiate for a valid contract between void and 3B2 Be able to grasp voidable contract within a legal of different types of system as well as for a valid contract limited contractual between those in 3A3 Be able to capacity in different different legal understand different legal systems systems contractual capacity 3B3 Be able to requirements for a valid analyze situations in 3C2 Be able to contract in different legal systems 3A4 Be able to understand why duress, undue influence, misrepresentation and mistake result in invalid contracts in different legal systems 3A5 Be able to grasp the requirements on the contractual terms for a valid contract 3A6 Be able to understand how a contract is contrary to the law 3A7 Be able to understand what public policy is 3A8 Be able to understand how a contract is contrary to public policy 3A9 Be able to understand the formality requirements parties having to follow to sign a valid contract which people under specified age and mental illness ones are bound by the contracts they entered into clarify the similarities and differences between contractual capacity 3B4 Be able to identify the similarities requirements in different legal and differences systems between vitiating factors in different 3C3 Be able to legal systems differentiate between contracts 3B5 Be able to distinguish between a being contrary to contract contrary to the law and those law and that contrary to being contrary to public policy in a public policy legal system as 3B6 Be able to well as amongst distinguish between different legal different circumstances systems in which a contractual party has no free will 3C4 Be able to explain vitiating while entering a factors in different contract in different legal systems legal systems 3C5 Be able to explain why some certain types of contract having to be concluded in conformity with formality requirements in different legal systems The Contents , Modifica tion and Constru ction of a Contract 4A1 Be aware of the 4B1.Be able concept of terms of the tounderstand the contract reasons to classify 4A2 Be able to classify terms of the contract 4B2 Be able to different terms of the compare the rules of contract law with respect to 4A3 Be able to understand the rules in express and implied different legal systems terms in different legal systems with respect to the 4B3 Be able to express terms explain the importance 4A4 Be able to of contractual terms understand the significance in different 4B4 Be able to clarify the main similarities legal systems with and differences with respect to the implied respect to unfair terms contract terms in 4A5 Be able to present different legal systems the standard terms of 4B5 Be able to explain the contract in different the importance of legal systems interpretation of the 4A6 Be able to present contract the exclusion clauses 4B6 Be able to incorporated in the 10 4C1.Be able to draw the differences between different legal systems with respect to contractual terms 4C2 Be able to comment upon legal rules concerning the unfair contract terms; and possible lessons for Vietnam 4C3 Be able to comment upon rules of interpretation of the contract; possible lessons for Vietnam University Press, 2013 Hondius, Ewoud; Grigoleit, Hans Christoph, Unexpected Circumstances in European Contract Law, Cambridge University Press, 2011 Nili Cohen & Ewan McKendrick, Comparative remedies for breach of contract, Portland, Or : Hart, 2005 Ewan McKendrick, Contract law: text, cases, and materials, Oxford - New York : Oxford University Press, 2005 Ole Lando& Hugh Beale, Principles of European contract law, The Hague - Boston: Kluwer Law International, 2000 Twigg-Flesner& Christian, The Europeanisation of Contract Law: Current Controversies in Law, Taylor and Francis, 2013 10 Kramer & Adam, Contract Law: An Index and Digest of Published Writings, Hart Publishing Limited, 2010 11 Martin Hogg, Promises and contract law, Comparative perspective, Cambridge University Press, 2011 12 Jan M Smits, Contract law A Comparative Introduction, Edward Elgar, Cheltenham, UK, 2014 13 Richard Taylor & Damian Taylor, Contract law: directions, Oxford - New York: Oxford University Press, 2013 * Journal Articles Nguyễn Thị Ánh Vân, NguồnLuậthợpđồngcủaAnhvàPhápdướigócđộ so sánh, TạpchíLuậthọc, số 2/2017, Nguyễn Thị Ánh Vân, Cácmơnluật so sánhchunngànhtrongchươngtrìnhđàotạoluậtcủaMỹvàkinhnghiệmchoTrư ờngĐạihọcLuậtHàNội, TạpchíLuậthọc, số 6/2017, tr 86-100 FORMS OF TEACHING AND LEARNING 9.1 Overall Working Plan for the formal first degree, full-time training 21 Week Forms of teachinglearning Topic Team SelfTheory Seminar Work study Evaluation Total - Team and term assignment allocation 1 2 - The extent to which team members get involved in teamwork - The extent to which team members get involved in the seminars - Submission of team assignment and make oral presentation - The extent to which team members get involved in the seminars - Submission of team assignment and make oral presentation - The extent to which team members get involved in the seminars - Submission of team assignment and make oral presentation - The extent to which 5 2 4 2 22 6 team members get involved in the seminars - Submission of team assignment and make oral presentation - Submission of term assignment Total 12 16 10 15 class class class class hours hours hours hours = 12 = credit = = credit hours credit credit hours hours hours 30 credit hours 9.2 Overall Working Plan for the second degree, in-service training and for training at the Campus Week Forms of teachinglearning Topic Team SelfTheory Seminar Work study Evaluation - Team and term assignment allocation 1,2,3, 4,5 12 16 10 15 - The extent to which team members get involved in the seminars - Submission of team assignment and make oral presentation 23 Total Total 12 16 10 15 class class class class hours hours hours hours = 12 = credit = = credit hours credit credit hours hours hours 30 credit hours * The deadline for submission of term assignment after the end of the module is no more than 20 days (including Saturday and Sunday) 9.3 Detailed Working Plan Topic Form of Number teaching - of credit learning hours Theory Self- Main Themes - Brief introduction of credit Comparative Contract Law: hours subject’s name, reading guides, legal terms/jargon - Introduction to Comparative Contract Law subject: overall objectives, achievements and future development - Guiding on how to collect and handle information to serve the study of Comparative Contract Law - Definition and characteristics of Comparative Contract Law - Objects for comparison - The Significance of 24 Students’ preparation before class * Reading guide: Raymond Youngs, English, French & German comparative law, Third Edition, London, Routledge Pub., 2014, pp 543-546 * Reading Guide: study credit hour Comparative Contract Law - The Principal Approaches to Comparative Contract Law - Nguyễn Thị Ánh Vân, Kháiquátvềluậthợpđồng so sánhvàcácxuhướngnghiênc ứu so sánhluậthợpđồngtrênthếgiớ i, ChuyênđềtrongĐềtàiNCKH ,TrườngĐạihọcLuậtHàNội, 2014, tr 7-21 Team work credit hour Student Consult ation - What to consult: instruction on the way to learn for the best, on how to collect and use reference materials ; other questions relate to issues discussed in class - Time: From 08 am to 11 am, every Wednesday if class being held in the afternoon; From 2pm to 5pm, every Wednesday if class being held in the morning - Place: Comparative Law Institute Office Room A.1501 Assess ment Team discussion of the team’s research topic First class of Week 1: Receiving team and full semester assignments The extent to which students get involved in teamwork Topic Numbe Form of r of teaching credit learning hours Theory Main Themes General credit Consideration of the hours Concept of Contract - Elements for the formation of a 25 Students’ preparation before class * Reading guides: - Gerhard Dannemann and Stefan Vogenauer, The Common European Sales Law in Context: Interactions with English and Contract: + An agreement: an offer, an acceptance, the certainty of the terms of an agreement Selfstudy Team Work Seminar Seminar Student Consult ation German Law, Oxford - New York: Oxford University Press, 2013, pp Section Conceptions of Contract (Simon Whittaker and Karl Riesenhuber) - Raymond Youngs, English, French & German comparative law, Third Edition, London, Routledge Pub., 2014, pp 546560, pp 572-574 - Elements for the * Reading Guide: of a credit formation - Raymond Youngs, English, hour Contract: French & German comparative + The intention to law, Third Edition, London, create legal relations; Routledge Pub., 2014, pp 561+ Consideration 564 credi Team discussion of team’s research topic t hour credi Discussion of themes in topic and t hour credi Presentation of the team paper t hour - What to consult: instruction on the way to learn for the best, on how to collect and use reference materials ; other questions relate to issues discussed in class - Time: From 08 am to 11 am, every Wednesday if class being held in the 26 Assessm ent afternoon; From 2pm to 5pm, every Wednesday if class being held in the morning - Place: Comparative Law Institute Office Room A.1501 - Oral presentation of the Team research paper - The extent to which students get involve in the seminar Topic Form of Number teaching - of credit learning hours Main Themes Students’ preparation before class - Parties’ having credit capacity to make a hours contract: + Individual’s capacity: age requirement Contract’s contents being legal * Reading Guide: -Raymond Youngs, English, French & German comparative law, Third Edition, London, Routledge Pub., 2014, pp 580-583, pp 634-661 Self-study credit - Parties’ having hour capacity to make a contract: + Individual’s capacity: mental capacity and mental incapacity; + Legal entity’s capacity - Parties’ will and their declared will being unique * Reading Guide: -Raymond Youngs, English, French & German comparative law, Third Edition, London, Routledge Pub., 2014, pp 580-583, pp 575-579 Theory 27 - Contract’s form satisfying special requirements Team Work credit Team discussion of team’s research topic hour credit Seminar Discussion of the themes in topic hour credit Seminar Presentation of team research paper hour - What to consult: instruction on the way to learn for the best, on how to collect and use reference materials ; other questions relate to issues discussed in class Student Consulta - Time: From 08 am to 11 am, every Wednesday if class being held in the tion afternoon; From 2pm to 5pm, every Wednesday if class being held in the morning - Place: Comparative Law Institute Office Room A.1501 Assessm ent - Oral presentation of team research paper The extent to which students get involve in the seminar Topic Numbe Form of r of teaching credit learning hours Theory Main themes Students’ preparation before class Contract credit Contents: hours + General considerations + Express terms + Implied terms + Standard terms and exclusion clauses 28 * Reading Guide: -Raymond Youngs, English, French & German comparative law, Third Edition, London, Routledge Pub., 2014, pp 580-583, pp 634-661 Basil Markesinis&HannesUnberath, The + Legislative control of unfair terms German Law of Contract – A - Contract Comparative Treatise, Hart Construction: Publishing Oxford and Portland – + General considerations Oregon, Second Edition, 2006, pp (nature and scope 865-956 of interpretation) - Principles of interpretation - Methods of interpretation -Contract Self-study * Reading Guide: credit Modification -Raymond Youngs, English, French hour - Contract & German comparative law, Third Construction: Edition, London, Routledge Pub., + Principles of interpretation 2014, pp 569-571 + Methods of interpretation Team credit Team discussion of the team research topic work hour credit Seminar Oral presentation of team research paper hour credit Seminar Oral presentation of team research paper hour - What to consult: instruction on the way to learn for the best, on how to collect and use reference materials ; other questions relate to issues discussed in class Student - Time: Consulta From 08 am to 11 am, every Wednesday if class being held in the tion afternoon; From 2pm to 5pm, every Wednesday if class being held in the morning - Place: Comparative Law Institute Office Room A.1501 29 Assessm ent Oral presentation of team’s research paper Topic Numbe Form of r of teaching credit learning hours Theory Selfstudy Team work Students’ preparation before class Main Themes - Performance of a contract + General principles (strict rule) + Prior Impossibility + Subsequent Impossibility - Breach of a credit contract: hour + Nature of a breach; + Types of breach; + Consequence of breach: compensatory damages - Termination of a contract: + Termination by performance; + Termination by agreement; + Termination by breach; + Termination by frustration credit hours * Reading Guide: -Raymond Youngs, English, French & German comparative law, Third Edition, London, Routledge Pub., 2014, pp 662672 * Reading Guide: -Raymond Youngs, English, French & German comparative law, Third Edition, London, Routledge Pub., 2014, pp 673683 Team discussion of team research topic credit 30 hour Seminar credi t hour Discussion of themes in topic credit Oral presentation of team research paper hour - What to consult: instruction on the way to learn for the best, on how to collect and use reference materials ; other questions relate to issues discussed in class Student - Time: Consulta From 08 am to 11 am, every Wednesday if class being held in the tion afternoon; From 2pm to 5pm, every Wednesday if class being held in the morning - Place: Comparative Law Institute Office Room A.1501 - The extent to which students get involved in the seminar - Oral presentation of team research paper Assessm - Submission of full semester assignment on the last class ent of week 10 SUBJECT POLICY - In compliance with the University’s Regulation; - All assignments shall be submitted in a specified date 11 METHODS AND TYPES OF ASSESSMENT 11.1 Regular Assessment - Class attendance check; - Evidence of participating in teamwork 11.2 Periodical Assessment 31 Assessment Items % of Final Mark Assessing knowledge and attitudes to participate in seminar 10% Team assignment 15% Full semester assignment 15% Final Exam 60%  - - General requirements with respect to all types of assignment Research paper shall be presented in A4 sheets The length of the research paper depends on the requirements applied to an individual type of assignment The upper margin: 3.0 cm; lower margin: 3.0 cm; left margin: 3.0 cm; right margin: 2.0 cm; font: Times New Roman; size: 14; line spacing: 1.5pt The length of research paper shall not exceed the page limit The redundancy shall not be evaluated and given any mark  Team Assignment - Research topic: each team shall choose a research topic from the list given by the principal course instructor; Length of the research paper: not exceed pages (A4); The essay should include the research topic’s name; a table of contents; and a bibliography Criteria for evaluating the research paper: - + Research question being defined clearly and reasonably + Analyzing the issue logically and directly + Diversified and interesting reference materials + Clear writing style & beautiful presentation Total 11.3 Full Semester Assignment 32 points points point point 10 points - - - Research topic: topic shall be chosen from a list given by the principal course instructor; students are permitted to select a research topic by themselves with an approval of the principal course instructor Length of research paper: not exceed pages (A4); The assignment must be written in prose style (using complete sentences), adhere to grammatical rules and use correct spelling (English US) It should be typed in Times New Roman font, using 1.5 spaced paragraphs and 14pt font size and the pages must be numbered The margins shall follow instruction in the above Sub-title (11.2) The essay should include a title page; a table of contents; and a bibliography Criteria for evaluating research paper: + Research question being defined clearly and reasonably + Analyzing the issue logically and directly + Diversified and interesting reference materials + Clear writing style & beautiful presentation Total points points point point 10 points 11.4 Final Exam Form of exam: True or false test which is able to require the examinees’ explanations for the reason why a statement is true or false (or not) and a case study question The test consists of 02 types of questioned aforementioned to be done within 90 minutes Total mark: 10 points 33 TABLE OF CONTENTS Page 10 11 Course instructors’ information Prerequisites Course syllabus in brief Course syllabus in details Discipline’s overall objectives Detailed cognitive objectives Synthesis of cognitive objectives Reading materials Forms of teaching and learning Subject Policy Methods and types of assessment 34 3 18 18 20 32 32 ... roles of Comparative Contract Law 1C5 Be able to differentiate between approaches to Comparative Contract Law The approaches to defining Formation contract in Civil Law of a and Common Law Contract. .. objects and research Comparative Contract methods of each Law approach to 1A8 Be able to Comparative Contract understand different Law approaches to Comparative Contract Law 1C2 Be able to explain... Comparative Contract of Comparati Law 1A2 Be able to ve Contract understand the Law characteristics of Comparative Contract Law 1A3 Be able to Level 1B1 Be able to analyze the definition of Comparative