Course Overview and Initial Syllabus
Law 3573, Spring 2003

INDEX

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COURSE DESCRIPTION

COURSE REQUIREMENTS

Text and Required Materials
Scheduled Class Times
Cell Phones Pagers, and Similar Devices
Classroom Participation and Preparation
INTBUSLAW Electronic Mailing List
Grading
Sample Examination
Office Hours

SYLLABUS

Introduction
Unraveling an International Transaction
Transfer of Technology to Others Operating Abroad
Going Onshore: Foreign Direct Investment

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COURSE DESCRIPTION

This course will consider selected problems in international trade, surveying some of the many issues encountered in private international transactions and emphasizing the options available to counsel engaged in the "preventive" practice of law. As such, the primary focus will be on recognizing and anticipating potential problems, and choosing the most appropriate form or structure for the business from among a range of equally viable or legally correct approaches, in order to manage the increased risk inherent in international transactions.

Three major areas will be explored (1) the sale of goods across national borders, primarily through private "letter of credit" transactions (2) establishing foreign means of production or distribution through "licensing" or "franchising" operations, and (3) direct investment in foreign means of production or distribution "onshore" in another country. Time permitting, we will then conclude with a brief examination of some of the issues associated with the resolution of international commercial disputes, at the end of the semester.  These are topics which potentially concern any business dealing internationally, from global multinational corporations to small start-up ventures desiring to expand abroad.

The laws regulating international trade build upon concepts and principles which are studied in greater detail in a broad number of other courses, such as Antitrust, Comparative Law, Conflicts, International Arbitration/Dispute Resolution, and International Law. While none of these are required as prerequisites, students may find it helpful to consult the standard treatises as questions arise, particularly in International Law. Additionally, International Business Transactions and International Trade Regulation should be regarded as complimentary course offerings. Although it is sometimes difficult to separate public and private law issues when dealing with international business, this course focuses upon the problems encountered by private parties putting international transactions together, whereas International Trade Regulation emphasizes the issues associated with governmental controls on trade. Thus, while "IBT" and "Trade Reg" are related offerings, neither course is a prerequisite for the other.

COURSE REQUIREMENTS

Text and Required Materials

Folsom, Gordon & Spanogle, International Business Transactions: A Problem Oriented Coursebook, (Fifth Edition, 2002) and the accompanying 2002 Documents Supplement are required. Additional material will be distributed in handouts at various times during the semester.

The authors also have an International Business Transactions Hornbook (2d Edition, 2001),  as well as Nutshell publications on both International Business Transactions (6th Edition, 2000) and on International Trade and Investment (2d Edition, 2000), none of which are required. There is also a wealth of additional material available in the library and on the Internet - with a number of links provided at the end of this syllabus.

Moreover, you will find that all the major news media will run stories concerning the issues addressed in this course on a weekly, if not daily, basis. Following these stories will provide added background and context for many of the issues we will be considering.

While we will not be specifically using these materials in class, those interested in the broader general debates over "globalization" may wish to read some of the current literature on this increasingly popular topic, including Thomas L. Friedman's The Lexus and the Olive Tree; Harold James' The End of Globalization : Lessons from the Great Depression; or Amartya Sen's Development As Freedom, for example.

Scheduled Class Times

The class will meet from 3:30 pm to 4:50 pm on Tuesdays and Thursdays. Please arrive on time. In accordance with the College policy, failure to attend 80% of the scheduled classes will result in automatic exclusion from the examination and loss of all credit for the course. Additionally, please note that repeated tardiness will result in a reduction in your "class participation" credit for the course.

Cell Phones, Pagers, and Similar Devices

Please do not allow your cellular phones, pagers, palm pilots, computer, or other devices to ring or beep during class. If an anticipated emergency situation requires that you must be able to be contacted during class, let me know in advance, ensure that your phone or other device is silent, and leave the classroom to respond to the call. Also, refrain using the Internet or other network tools during class unless directed to do so.

Classroom Participation and Preparation

Each class will be revolve around a hypothetical Problem from the Text, and its associated materials. Your participation in the classroom discussion and analysis of these Problems is important, and required. If you feel uniquely disadvantaged by a grading system which takes class participation into account, please discuss this with me before the end of the add/drop period.

We will ordinarily use two to three class periods to examine each Problem, but some Problems will be addressed in only a single class. Additionally, the short introductory sections which the text also labels as "Problems" (i.e. 5.0, 9.0, 10.0, 11.0) should be read with whatever Problem is first considered in those Chapters, and treated as a single reading assignment. 

In preparing for class, it is advisable to read through the entire Chapter prior to our consideration of any particular Problem to get an overview of the issues, and then review the material again as we go though our classroom discussions. Additionally, when the Problems make any reference to statutory material or international agreements, be sure to check the Documents Supplement for the applicable material and to become familiar with the pertinent provisions. Please endeavor to stay at least one Problem ahead of the classroom discussion.

INTBUSLAW Electronic Mailing List

A web based mailing list and discussion group, called "INTBUSLAW" has also been created.  This list is intended to promote discussions among students enrolled in courses in Stetson's International Law and Business curriculum, as well as interested parties elsewhere. 

All students in the International Business Transactions course are required to subscribe to INTBUSLAW at least for the duration of the semester. If you previously joined the list, you do not need to resubscribe each semester. However, if you need to subscribe, please follow the directions below.

If you have not already done so, be sure that your Stetson email account (or some other email account) is activated and working properly. Please contact Computer Services for further information about activating your Stetson email account.

E-mail messages sent to the INTBUSLAW discussion list will automatically be sent to the e-mail accounts of all subscribers, and will also appear on the web page archives associated with the list. It is also possible to post a message to the list from the web page on which the threaded archive appears. Thus, you can read/send messages to the list from either your e-mail account or from your web browser, whichever you prefer. Try both methods to determine which one you are most comfortable using. New listserv users, in particular, may find reading and posting message from the web page is easier than just using their e-mail software. 

TO JOIN the list, you may EITHER:

(1) send an e-mail to listserv@home.ease.lsoft.com, with the body of the message reading as follows:

subscribe intbuslaw firstname lastname 
(replacing "firstname" and "lastname" with your own name)

OR 

(2) follow the instructions on the "Join or Leave the INTBUSLAW List" web page

TO LEAVE the list, or "unsubscribe" either: 

(1) either e-mail this message to listserv@home.ease.lsoft.com: 

signoff intbuslaw 

(2) or again follow the instructions on the "Join or Leave the INTBUSLAW List" web page. 

TO POST A MESSAGE to the list,

(1) use your email software and address the message to INTBUSLAW@HOME.EASE.LSOFT.COM 

OR

(2) use the web based forms available on the list web page archive, and click on the "post to the list" link. Note that to use this option you will also need to create a password to use with the web based pages to ensure that only you are posting message over your name. There is a separate link on the "post to the list" web page which permits you to create this listserv password. 

A Users Manual is available on the web if you have questions about the INTBUSLAW listserv.

For additional information regarding other law-related electronic mailing lists, and the commands which are recognized by the major software programs used by many of these lists, click here.

In addition to being a forum for discussion of the issues raised during the course, this list may also be used for administrative notices, changes in reading assignments, cancellations, etc.

You are deemed to be fully "on notice" of any administrative messages posted to the INTBUSLAW discussion list, so be sure to check your email or the list frequently!

Please be sure to read the list guidelines before subscribing or posting messages to the list, and observe proper "nettiquette."  

Grading

The grade in this course will be based upon both classroom participation and an examination.

Your participation in the classroom will be graded as a "check ", "check +", or "check -". Strong, high quality, sustained participation in the classroom will receive a "check +", and raise the final grade by one quarter of one point (e.g. raising a 3.0 to 3.25). A failure to meaningfully contribute to the classroom discussions will receive a "check -", and lower the final grade by one quarter of one point (e.g. lowering a 3.0 to 2.75). Average participation will receive a "check " and neither raise nor lower the final grade.

Participation in the INTBUSLAW discussion list is handled differently than classroom participation. Strong participation in the discussion list will be considered as if it were classroom participation for purposes of determining whether a you are entitled to a "check +" for participation credit. However, your level of usage of the discussion list will not adversely affect your participation credit.

The examination is scheduled to take three hours, and may include multiple choice or short answer questions, and/or one or more essay questions. It will be an open book examination, and you will be permitted to bring your Text, Document Supplement, and any material distributed in class with you to the exam. You may also bring any class outlines which you prepare, but no other books, materials, nutshells, or commercial outlines. You are encouraged to annotate your Text and Document Supplement as we proceed through the course, but please do not abuse this privilege by attempting the wholesale incorporation of commercial or other outlines into your materials. Additionally, throughout the course there will be brief periodic reviews as we conclude major topics, and I will conduct an informal "question and answer" session (outside of normal class time) prior to the examination at the end of the semester. 

Note that, under the current College of Law policy, if you intend to use your computer to take the exam you must use special software which essentially locks you out of all computer functions other than a simple word processor used for your responses to the exam questions. Accordingly, you will need to print out your course outline in advance and bring it with you to the examination. Otherwise, you will be unable to access the materials you have on your computer during the exam itself.

Sample Examination

A  previous final examination, with answers, will be made available for you to use as a study aid sometime later during the semester. To aid your exam taking skills, I also recommend the Center for Computer-Assisted Legal Instruction (CALI) program Writing Better Law School Exams: The Importance of Structure. This computerized instruction program on examination skills takes approximately 1 1/2 hours to complete, and is available either on Stetson's computer network or direct from CALI.

Office Hours

Please come by whenever you have questions. I am usually in my office Monday through Friday from 9:00 to 5:00, except Thursday mornings and when I am in class (9:00 am - 9:50 am Tuesday, Wednesday & Friday; 3:30 pm - 4:50 pm, Tuesday and Thursday). Additionally, feel free to call or use e-mail if you are unable to come by in person. Also remember that you can use the INTBUSLAW list to ask questions of your own, and to answer questions posed by others.

SYLLABUS

This syllabus is subject to change as the semester progresses. Remember, when the Problems being discussed make any reference to any statutory material or international agreements, be sure to read and become thoroughly familiar with the relevant provisions in the Document Supplement.

Introduction

Introduction to Basic Principles, Terms, and Organizations
Chapters 1-3 & Doc. Supp. Glossaries (skim)

The Documentary Sale Transaction-Done Right.
Problem 4.0 "Toys to Greece"

Unraveling an International Transaction for the Sale of Goods:
Problems of Formation and Performance

Formation: The Battle of the Forms Goes International
Problem 4.1 "Insulation to Germany"

Performance: Commercial Terms
Problem 4.2 "Books to Bath"

Negotiable Bills of Lading
Problem 4.5 "Computers to Caracas"

Force Majeure, Frustration, & Excuse
Problem 4.3 "Oil from Araby"

Strict Compliance and the Risk of Error
Problems 5.0 & 5.1 "Gold Watch Pens for France"

Enjoining Payment of Letters of Credit for Fraud
Problem 5.2 "VCRs from Japan"

Standby Letters of Credit: The Buyer's Revenge
Problem 5.3 "Electronics to Israel"

Electronic Commerce
Problem 4.4 "Professor Pedro Buys a Book"

Distributorships and Countertrade
Problem 4.6 "Growfast in Mexico and Russia"

Transfer of Technology to Others Operating Abroad

Protection of Intellectual Property
Patent & Know-How Licensing
Problems 9.0 &  9.4 "Oil Drilling Bits to Germany and Mexico"

Protecting Intellectual Property with
Franchise and Trademark Licensing
Problem 9.1 "Colonel Chicken Goes Abroad"

Protection of Intellectual Property:
Pirated and Gray Market Goods
Problem 9.2 "Rockers CDs and Tapes"

Going Onshore: Direct Foreign Investment

Deciding to Invest: Risk Analysis
Problems 10.0 & 10.1 "Domestic Goods Inc.
Expansion into Transitional or Developing Economies"

Investing in the European Union
Problem 10.2 "Home Products in Germany"

Foreign Investment Under NAFTA
Problem 10.7 "Drill Bit in Mexico" and
"Munson of Canada in the U.S."

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