Lgs Handbook 2018.docx

1

Swansea Legal Practice Course 2017/18 Advanced Commercial Law & Practice LGS Handbook

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

2

Contents 1 OBJECTIVES & LEARNING OUTCOMES OF ADVANCED COMMERCIAL LAW .. 3 2 TEACHING METHODS ...................................................................................................... 5 3 THE ACL TEACHING SCHEME ....................................................................................... 6 3 THE ADVANCED COMMERCIAL SYLLABUS ............................................................... 7 LARGE GROUP SESSIONS ............................................................................................. 7 SMALL GROUP SESSIONS ............................................................................................. 9 4 REQUIRED READING ...................................................................................................... 10 5 LGS LESSON PLANS....................................................................................................... 11 LGS 1 & 2: INTRODUCTION TO COMMERCIAL LAW AND COMMERCIAL AGREEMENTS.................................................................................................................. 12 LGS 3 & 4: SALE OF GOODS ........................................................................................ 13 LGS 5, 6 & 7: INTELLECTUAL PROPERTY ................................................................ 14 LGS 8: MARKETING AGREEMENTS ........................................................................... 15 LGS 9 & 10: COMPETITION LAW ................................................................................. 16 LGS 11: REVIEW .............................................................................................................. 17

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

3

1 OBJECTIVES & LEARNING OUTCOMES OF ADVANCED COMMERCIAL LAW

I.I

Introduction Commercial Law is the fastest growing and most internationally orientated area of legal practice and employers increasingly seek staff with knowledge of this area. Commercial law covers a wide range of legal issues affecting businesses from company law to employment law and from marketing agreements to avoidance of liability within contract law. The Advanced Commercial Law elective (‘ACL’) focuses on commercial law with special emphasis on contract formation, contracts for the sale of goods, intellectual property, marketing agreements and competition law. You will learn to undertake tasks involving various aspects of the law that relate to the affairs of a firm’s business clients in both a contentious and non-contentious context. You will gain an understanding of the needs of the business client by examining the substantive law covering the commercial field. In addition, you will become aware of business practices and the practical implications of the substantive law for those practices, and gain an understanding of the typical needs of commercial clients. During the module you will deal with limited companies, partnerships and sole traders. You will gain an appreciation of the law affecting those entities so that by the end of the course you will have met the Objectives and achieved the Outcomes set out in sections I.II and I.III respectively.

I.II

Objectives To enable students to:  Appreciate the needs of the commercial client in both contentious and noncontentious matters  Understand the significance of a commercial contract  Gain a knowledge of how to protect and enforce rights and apply commercial law  Apply and appreciate the impact of intellectual property law on businesses of all sizes  Appreciate the business environment in both the UK and EU  Identify business goals and commerce  Gain an understanding of good professional conduct and understand conduct issues  Obtain a broad overview of the role of contract law within a commercial environment

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

4 

I.III

Appreciate how competition law can affect commercial agreements and practices. Learning Outcomes

On completion of the elective a student will be able to:  Explain the relevance of commercial law and the role of a commercial lawyer  Take instructions from a business and advise on the commercial law implications  Advise on breaches of the legislation affecting contracts  Explain the different types of marketing agreements  Draft agency and distribution agreements to be compliant with competition law  Distinguish between contractual relationships involving consumers and businesses  Explain the relevance of intellectual property in the context of business entities and the way in which clients can seek to protect and exploit those interests  understand how commercial decisions and agreements can be challenged  understand the application of competition law to commercial agreements and practices.

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

5

2 TEACHING METHODS II.I

Teaching Methods The ACL module will be taught in blocks of four hours each week, comprising of a 1 hour large group session (“LGS”) and a 3 hour small group session (“SGS”) (to include an hour of independent preparation and two hours of class time). SGSs focus on student participation as you will play the role of a trainee solicitor applying the procedure you have learnt in LGSs to particular client matters. SGSs involve practical exercises on matters arising out of the relevant LGSs. All SGS tasks commence with either instruction from supervising partner (memo/attendance note) or client contact (letter/message) and will be conducted as either team work, individually or working in pairs, in the same style as you completed tasks in BLP. In this book you will find all of the lesson plans for the LGSs. There is a separate SGS handbook with the lesson plans for the SGSs. These plans will enable you to be fully prepared so that you derive the maximum benefit from each session. Please ensure that you refer to the lesson plans and come to LGSs and SGSs fully prepared to participate.

II.II Assessment This is by way of an unseen examination of 3 hours duration in which you will be permitted to refer to the Commercial and Intellectual Property Law & Practice 2018 manual (the ‘Elective Manual’). You will also be able to bring your BLP manual, your Legal Foundations manual and your Code of Conduct 2011 to the ACL exam.

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

6

3 THE ACL TEACHING SCHEME

LGS 1

2

3

4

SGS Introduction to Commercial Law/ Commercial Agreements I: Contract formation Commercial Agreements II: Classification of terms and consequences of breach Sale of Goods I: Core terms, 1 ownership and retention of title Sale of Goods II: Implied 2 terms, Exclusion/limitation of liability

Commercial Agreements

Sale of Goods I

5

Intellectual Property I: Trademarks, Passing off

3

Sale of Goods II

6

Intellectual Property II: Copyright, Design Rights

4

Intellectual Property I

7

Intellectual Property III: Patents, Confidential Information

5

Intellectual Property II

8

Marketing agreements

6

Intellectual property III

9

Competition Law I: Anticompetitive agreements Competition Law II: and Abuse of Dominance (Recorded only – no related SGS) Review and exam guidance

7

Marketing Agreements

8

Competition Law

10

11

Please Note: Professional Conduct and other elements of EU Law will be considered and applied where appropriate in both LGS and SGS sessions

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

7

3 THE ADVANCED COMMERCIAL SYLLABUS LARGE GROUP SESSIONS LGS 1

Introduction to Commercial Law/Commercial Agreements I     

LGS 2

Commercial Agreements II    

LGS 3

Trade marks Passing off

Intellectual Property II  

LGS 7

Implied terms Exclusion/limitation of liability

Intellectual Property I  

LGS 6

Core terms – price, payment and delivery Ownership and retention of title

Sale of Goods II  

LGS 5

Classification of terms Defects in the contract Consequences of breach Avoidance of liability

Sale of Goods I  

LGS 4

Scope and structure of the course Sources of commercial law Legal requirements for a contract Formation of contracts Incorporation of terms

Copyright Design rights

Intellectual Property III  Patents  Confidential information

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

8

LGS8

Marketing Agreements  

LGS 9

Competition Law I    

LGS 10

Anti-competitive agreements Effect of infringement Sanctions Exemptions

Competition Law II (Recorded only) 

LGS 11

Agency agreements Distribution agreements

Abuse of dominance

Review and exam guidance

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

9

SMALL GROUP SESSIONS SGS 1

Commercial Agreements   

SGS 2&3

Advising on contract formation and the incorporation of Terms of Business Identifying breaches of and defects in contracts Advising on the effect of defects and the consequence of breaches/potential remedies

Sale of Goods  

 

Advising on the terms of draft agreements from the perspective of a buyer and seller Advising sellers on their options where physical possession of goods transfers to buyer who has not paid/has become insolvent (in the context of drafting the agreement and where payment terms have been breached/buyer becomes insolvent) Advising client on the extent to which implied terms can be excluded Advising on the enforceability of exclusion/limitation clauses in the context of a dispute

SGS 4,5 &6 Intellectual Property   

SGS 7

the

context

of

Marketing Agreements  

SGS 8

Advising clients on available protections Advising on potential infringement Considering and advising on remedies in infringement

Advising clients on the most appropriate form of marketing arrangement for their needs Marking up and amending draft distribution agreements

Competition Law    

Swansea University LPC 2017/18

Advising clients whether proposed/actual agreements could be classed as anti-competitive Advising on sanctions for breach Considering and advising on possible exemptions Suggesting amendments to draft distribution agreements to take advantage of available exemptions

Advanced Commercial Law & Practice LGS Handbook

10

4 REQUIRED READING IV.I Reading LGSs will require you to complete directed reading from the Elective Manualas referenced in the LGS materials.

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

11

5 LGS LESSON PLANS

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

12

LGS 1 & 2: INTRODUCTION TO COMMERCIAL LAW AND COMMERCIAL AGREEMENTS PREPARATION Read chapters 1 & 3 of the Elective Manual OBJECTIVES

To consider:  the meaning and sources of commercial law  the role of a commercial lawyer; and  the formation of commercial contracts

LEARNING OUTCOMES

At the end of this lesson students will be able to:       

SESSION CONTENT

explain what is meant by commercial law and the role of a commercial lawyer Discuss the legal requirements for a contract Explain how contracts are formed Identify the problems that can arise when trying to contract Explain the classification of terms Appreciate the consequences that arise when contracts are breached Consider how liability can be avoided

This session will concentrate on:       

What is meant by commercial law Sources of commercial law The legal requirements for a contract Formation of contracts Classification of terms Consequences of breach Avoidance of liability

HANDOUTS

PowerPoint slides together with any hand-outs will be available on Blackboard

FOLLOW UP

Review LGS material and prepare for linked SGS 1

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

13

LGS 3 & 4: SALE OF GOODS PREPARATION Read chapters 4 – 6 of the Elective Manual (LGS3) and chapters 7 – 9 of the Elective Manual (LGS4) OBJECTIVES

To consider the application of the UK Sale of Goods Act 1979 (SGA 1979) to commercial agreements. In particular:  the core terms of price, payment and delivery  the default provisions in relation to the transfer of ownership and the passing of risk in goods  Implied terms as to title and quality  Exclusion/limitation of liability

LEARNING OUTCOMES

At the end of this lesson students will be able to:  Appreciate how the SGA 1979 applies to contracts at each stage of the supply chain  Summarise the duties of a buyer in relation to payment of the price and the duties of the seller in relation to delivery of the goods  Understand the default provisions of the SGA 1979 in relation to the transfer of ownership and the passing of risk in the goods  Explain the purpose of a retention of title clause and describe its legal and practical effect  Explain how the implied terms under ss 12 -15 SGA 1979 impose liability on the seller  Summarise the common law and statutory provisions affecting exclusion clauses  Advise on rights and remedies where there has been a breach of core and/or implied terms

SESSION CONTENT

These sessions will concentrate on:  the core terms of price, payment and delivery  the default provisions in relation to the transfer of ownership and the passing of risk in goods  Retention of title  Implied terms as to title and quality  Exclusion/limitation of liability

HANDOUTS

PowerPoint slides and hand-outs will be available on Blackboard

FOLLOW UP

Review LGS material and complete web based research in order to prepare for linked SGSs 2 & 3

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

14

LGS 5, 6 & 7: INTELLECTUAL PROPERTY PREPARATION Read the following chapters of the Elective Manual: 17- 19 (LGS6); 20 & 22 (LGS7); 23 – 24 (LGS8) OBJECTIVES

To consider the main types of intellectual property, the available protections, what constitutes infringement and the available remedies

LEARNING OUTCOMES

At the end of this lesson students will be able to:   

  



Explain what intellectual property is and identify the main types Explain the main elements of Passing Off, apply relevant defences and explain the remedies available for breach Explain the key highlights of the law of Trade Marks, apply the law to decide whether a mark would be prevented from registration, explain the consequences of infringement and the remedies available for breach Identify the main types of Copyright, apply the law to determine whether copyright has been infringed, explain the available remedies for breach Explain the key highlights of Registered and Unregistered Design Rights, apply exceptions to design right protection and explain the available remedies for breach Explain what a patent is, apply the law to decide whether articles are patentable, explain who is entitled to the grant of a patent, identify whether infringements have occurred, apply defences and explain the available remedies for breach Explain the key elements of the law of confidential information, apply the law to decide whether a breach has occurred, identify possible remedies, explain the law’s relationship with privacy and human rights

SESSION CONTENT

These sessions will concentrate on:  Passing Off and Trade Marks (LGS6)  Copyright and Design Rights (LGS7)  Patents and Confidential Information (LGS8)

HANDOUTS

PowerPoint slides together with any hand-outs will be available on Blackboard

FOLLOW UP

Review LGS material and prepare for linked SGSs 4, 5 & 6

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

15

LGS 8: MARKETING AGREEMENTS PREPARATION Read chapters 10 – 12 of the Elective Manual and chapters 33 and 34 of the BLP manual OBJECTIVES

To consider the practical application of marketing agreements. In particular, agency and distribution agreements.

LEARNING OUTCOMES

At the end of this lesson students will be able to:     

 

Understand the meaning of marketing agreements Explain the main characteristics of an agency and distribution agreement Advise on the advantages and disadvantages of each type of agreement Recognise the main constraints (legal and practical) that affect the drafting of agency and distribution agreements Understand the importance and scope of the Commercial Agents (Council Directive) Regulations 1993 (the 93 Regs) when drafting agency agreements Identify the main competition law issues which should be taken into account when drafting distribution agreements Draft both agency and distribution agreements

SESSION CONTENT

This session will concentrate on the application and drafting of agency and distribution agreements

HANDOUTS

PowerPoint slides together with any hand-outs will be available on Blackboard

FOLLOW UP

Review LGS material and prepare for linked SGS 7

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

16

LGS 9 & 10: COMPETITION LAW PREPARATION Read chapters 28 & 29 of the Elective Manual OBJECTIVES

To consider the application of competition law to commercial agreements and practices. In particular, anti-competitive agreements and the abuse of dominance.

LEARNING OUTCOMES

At the end of these lessons students will be able to:     

SESSION CONTENT

Describe the structure of EU and UK rules regulating anticompetitive agreements and the abuse of a dominant position Identify whether an agreement or practice may be subject to EU or UK competition law, or both Recognise and understand the difference between vertical and horizontal agreements and how they are affected by competition law Identify the potential consequences of breaching EU or UK competition law Advise on how to avoid breaching EU and UK rules on anti-competitive agreements by making use of available exemptions

This session will concentrate on:    

Anti-competitive Agreements Effect of infringement/Sanctions Exemptions Abuse of dominance

HANDOUTS

PowerPoint slides together with any hand-outs will be available on Blackboard

FOLLOW UP

Review LGS material and prepare for linked SGSs 8

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook

17

LGS 11: REVIEW PREPARATION Re-read your Module Materials (as appropriate)

OBJECTIVES

To revisit the topics studied so far and consider good exam technique

LEARNING OUTCOMES

At the end of this lesson students will be able to: 

SESSION CONTENT

effectively revise and prepare for the ACL examination

This session will concentrate on:  

revision exam technique

HANDOUTS

PowerPoint slides together with any hand-outs will be available on Blackboard

FOLLOW UP

None

Swansea University LPC 2017/18

Advanced Commercial Law & Practice LGS Handbook