IX Semester

International contracts and e-commerce (Hons. Elective)

Course handout
Dr Veena
Objectives of the course: In the light of liberalization, privatization and globalization opened
the gates for foreign investment. The transnational or international contracts pose a new
challenge in the present information and communication technology period of 21st century. The
global market has brought the different legal systems closer while coping with time. The
objective is to determine the actual contractual framework resorting to the international and
comparative methods of the issues and challenges will make the students understand the problem
in international contracts and train them to endeavor for critical conclusions. With this objective
the course prepares the students to understand the rules regarding commercial and international
contracting and rules regarding the drafting.
The first part of the course offers international contracts with drafting related to the legal and
technical issues and the second part focuses on e-commerce and related issues. The course on
e-commerce will enable to respond to the increasingly serious demands posed by business
employed computers and networks such as jurisdiction, privacy, identity, authentication of
electronic records, etc.
UNIT I
Introduction to international contracts meaning and definitions principles of international
contract modern lex mercantoria- pre-contractual statements parties to transactions Trade
terms and Incoterms 2000 validity of contracts drafting essentials common clauses of
international contracts commercial contracts and government contracts subcontracts
hardships in international commercial contracts Importance of language and culture and its
limitations in drafting international contracts investment in free trade regional and international
trade policies and treaties.
UNIT II
Commercial contracts for sale of goods Uniform commercial Code (UCC) international
contracting the UN convention on international Sale of Goods (CISG) Its objectives, rights
and obligations of the seller and buyer International sales contracts and its clauses -the Hague
convention serving of process and legal documents obligations of member countries
Remedies for breach
UNIT - III
UNDRIOT principles of international contracts - significance of national laws and its effects on
international sales comparative contract law principles subject matter of contract offer,
acceptance and consideration rules international primary payment methods currency issues
pre-payment and credit transactions etc.
UNIT IV
Drafting specific contracts Modules and exercises agreement to sell, conditional sales
contract- franchise contract sole distribution contract international agency agreement Service

and employment contracts -distributorship contracts Joint venture agreements Technology

transfer agreements Licensing Agreements IPR related contracts insurance and carriage
contracts issues relating to choice of law choice of forum force majeure .
UNIT V
Dispute resolution arbitration clauses in international contracts and its significance
commercial and international disputes Special rules and conventions governing disputes and
adoption of model laws relating to ADR into the national laws -.
E-commerce
UNIT VI
Introduction to e-commerce meaning and definition history and development econtracts/online contracts formation - issues and remedies contractual and non-contractual
liability liability of network operators and service provider/product liability ODR and other
modules
UNIT VII
Types of e-contracts or computer related contracts software and hardware contracts - shrink
wrap click wrap browse wrap agreements drafting tips -privacy and security issues use and
effect of e-signatures in digital commerce validity and authentication of e records electronic
banking Information Technology Act 2000
UNIT VIII
Types of e-commerce business to business (B2B) business to consumer (B2C) Consumer to
Consumer (C2C) Business to Government (B2G) government to Employees (G2E), etc
UNCITRAL model on e-commerce - Importance of these contracts - Issues and challenges in the
internet age
UNIT IX
Privacy and data protection personal data protection Application of IPR while doing online
business copyright issues trademarks online advertising and marketing direct advertising in
e-commerce and understanding of unsolicited mails national and international regime
UNIT X
Consumer protection in e-commerce understanding of unfair practices- security issues in ecommerce code of conduct Jurisdiction choice of law enforcement governing laws in cyber
space/world

Reference Books
1. Law of International Contracting by Larry A DiMatteo second edition
2. An international Restatement of contract law: The UNDROIT principles of international
commercial contracts by Michael J Bonell
3. Drafting commercial agreements by Christon 2011
4. International sales law and arbitration: problems, cases and commentary by Joseph F
Morrissey, J M Graves -2008
5. E-commerce law by Paul Todd -2005
6. E-commerce in India: Assessments and Strategies for the Developing world by Alwyn
Didar Singh 2008 first edition