International Business Law – IBUS 2335
Summer 2014
CRN: 83502
A, Course Overview:
This course is intended to introduce you the basic legal frameworks and documentation
process governing international business with the focus on both Private International Law and
Public International Law. In the company of theses focuses, this course will discuss in some
depth the two main subjects: (1) International Sale contract (UCC Law), (2) WTO law and
regulation. In addition, the other important aspects of international business law such as: law
of carrier of goods, letter of credit law, agency/ international-marketing law, business
organization law, Intellectual property law will also be introduced.
In addition, the domestic laws of the U.S. and the domestic laws of Vietnam which directly
relating to international business are also introduced. The comparative law approach will be
pioneered. The main task is to introduce comparable Vietnam law in addition to the US law
to bring you with relevant and practical legal knowledge. Students are expect to use English
version of Vietnamese laws
B, Class Time:
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
Sat: 7:30 – 9:30, 9:45 – 11:45
Room: 201
C, Instructors Information:
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
Phan Dinh Tuan Anh
Email: tuananh@thien-an.com
D, Core Student Learning Outcomes (SLOs):
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SLO 1: To comprehend the importance international legal issues and some aspect of
ethics in international business context
SLO 2: To demonstrate the abilities to understanding and applying properly legal
concepts to issue solve international business transactions and legal documentations.
SLO 3: To describe the political legal environment of various countries or regions;
SLO 4: To select the most appropriate legal organization, legal assistance in a
particular area or for a particular purpose
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SLO 5: To have awareness about the strategies to mitigate the legal risks while
maximizing the competitiveness advantages of firms along with sustainable
development awareness
SLO6: To demonstrate professional English communication skills by conducting oral
presentations, leading group discussions, reading case law, and submitting wellstructure essays with citation.
E, Course Material:
There are two text-books required for this course.
Main textbook:

Schaffer, Agusti, Earl 2009, “International Business law and Its environment Seventh Edition”, South-Western Legal Studies in Business
Supplemental textbook:

Kubsek, Browne, Herron, Mayer, Barkacs, Dhoogle, Williamson 2009, “Dynamic
Business Law”, Mcgraw-hill
References on Uniform Code of Commerce law:
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(Article 2: Sale Contract) http://www.law.cornell.edu/ucc/2/article2.htm#s2-101
Vietnam Laws library: www.luatvietnam.vn/
Further reading on International Business Ethics:


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Boatright.J 2006, Ethics and The Conduct of business, Pearson Hall
Thiroux & Krasemann 2009, Ethics: Theory and Practice
H.H Dalai Lama 1999, Ethics for the New Millennium
F, Anti-plagiarism Policy:
This course requires student to follow either Harvard style or Foot-notes system to avoid
plagiarism in all assignment. You are expected to paraphrase the original sentences and put
the direct quotations from case law or other sources in quotation marks along with full
citation. Assignment which is identified with serious and deliberate plagiarism will be
assessed as “fail”. The length of direct quotations from case law and other material should
not exceed 25% the total length of your assignment.
If you have any further question about citation systems, please do not hesitate to seek
assistance from English department or from the course instructor.
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G, Assessments:
Student performance will be assessed by the completion the following assessment:
1.
2.
3.
4.
5.
Class Participation:
Class Exercises (5 assignments x 6% each):
Group Presentation:
Mid-term Exam:
Final Exam:
10%
30%
10%
25%
25%
Total:
100%
(For the assignment schedule, please see the syllabus below, for the grading scheme please
see the student handbook)
1. Class Participation (10%):
For this assessment, students’ performance is assessed based on student’s participation in
class discussion. This assessment has two forms of (1) Group Discussions and (2) Lecture
participation:
(i) Group Discussions: Students are required to work in small groups in order to answer
questions raised by the instructor regarding: case law or other legal issues.
(ii) Lecture participation: Students are also required to give the input to the lectures.
2. Class Exercises (30%):
There will be five small assignments, 6% each, will be assigned to students during the course.
Students can choose to do this assignment in group with the maximum member of 5 students
per group. Students are expected to try their best to comply with anti-plagiarism policy.
Students are required to use the Footnote- style and Harvard style for the citation.
3. Group Presentation (10%):
Every group is required to present their work in Class Exercises in front of the class once.
The aim of this assessment is to examine the co-operation ability of students when dealing
with legal issues as well as their ability to present and defend their arguments before the
public
The same plagiarism policy applied for this assignment as for the class exercises.
4. Mid-term exam (25%):
The Mid-term exam consists of two parts: multiple choice questions section (40%) and essay
section (60%). Please try your best to obey the examination rules as there will be no tolerance
for cheating of any kind.
5.
Final exam (25%)
The Final exam consists of two parts: multiple choice questions section (40%) and essay
section (60%). Please try your best to obey the examination rules as there will be no tolerance
for cheating of any kind.
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H, Course Syllabus:
Week 1
Introduction to International Law and World legal System
Required reading:

International law and the World Legal Systems (Chp.2, Main textbook)
Topics:
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Course Overview
The basic concept of Private & Public International Law
Introduction to different tradition of national legal systems.
Legal & ethical reasoning
Introduction to the course's objectives, course structure, teaching and
studying approach
Learning Objectives:
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To have the initial awareness of international law, different national
legal traditions and their corresponding institutions arrangement;
specifically have an overview of how judiciary branch operate in
different countries (SLO 1&3)
To be able to understand and identify between: Civil issues/ and
criminal issue (SLO 1)
To comprehend the approaches of Civil law system and Common Law
system (SLO 1&3)
To understand the initial concept of Legal and ethical reasoning (SLO
2)
To appreciate the importance of understanding law and ethical issues in
international business (SLO1)
Resolving International Commercial Disputes
Required reading:

Resolving International Commercial Disputes (Chp. 3, Main textbook)
Topics:
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International Arbitration
Alternative dispute resolution and litigation
Introduction to Conflict of Law, Choice of law- Applicable law ,
Jurisdiction, Venue,
Enforcement of Foreign Judgments
Learning Objectives:

To understand basic the understanding of settling international business
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
disputes in international context and the use of private arbitrations
(SLO 2,4)
To understand the basic concepts of conflict of law, choice of law,
jurisdiction and Venue and applying this knowledge to solve disputes in
practical case. (SLO2)
To understand the strategy to avoid such disputes in negotiating and drafting
contract. (SLO 3,5)
Week 2
Contract Law I – Agreement
Required reading:


Sale Contract and Excuses for Non-performance (Chp.4 , Main
textbook)
Introduction to sales and lease contract (Chp.21, Supplemental
textbook)
Further reading:

Agreement (Chp. 14, textbook)
Topics:
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Definition and classification of contract
Offer & Acceptance framework
UCC law version of Offer& Acceptance framework
CISG and contract for international sale of good
Learning Objectives:
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
Understanding of definitions and basic elements of sale and lease
contract (SLO 2,3)
To demonstrate the ability to conduct legal reasoning in order to
identify valid and invalid contract (SLO 2)
Knowing strategies avoid legal litigations in concluding the contract
(SLO 5)
To be able to synthesize and to apply the studied knowledge to solve
disputes in some practical cases. ( SLO 1,2)
Class exercise I (SLO 2,5,6)
Week 3
Contract Law II – Title, Risk of Loss, and insurable interest
Required reading:
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
Documentary sale and the Term of Trade (Chp.5, Main textbook)
Title, Risk of Loss, and insurable interest (Chp.22, Supplemental
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textbook)
Topics:
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The concept of title, insurable interest, and risk of loss during a breach
of contract
Type of sale contract and trade term of intercom: FOB, CIF…
Learning Objectives:
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Understating, documentary sale, different type of sale contract and its
relationship with title, insurable interest and risk of loss. (SLO2,3)
Apply knowledge in the process of negotiating and drafting contract to
avoid legal risks and establish harmonious relationship (SLO 1,2,5)
Apply knowledge to solve disputes in some practical case. (SLO 2)
To select the most appropriate legal organization, legal assistance for
commercial transaction issues ( SLO 4)
Class Exercise II (SLO2,3,5,6)
Week 4
Contract Law III – Performance of Contract
Required reading:


Sale Contract and Excuses for Non-performance (Chp.4 , Main
textbook)
Performance and Obligation under sale and lease (Chp.23,
Supplemental textbook)
Topics:
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
Performance obligation under UCC law and
Performance obligation under CISG law
Learning Objectives:
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
To understating contractual performance obligation under UCC law and
CISG law and Vietnam law, the obligation of party after the delivery.
(SLO 1,2,3)
To be able to apply this knowledge in the process negotiating and
drafting contract to avoid dispute and expensive litigation (SLO 2,3 )
To be able to synthesize and to apply the studied knowledge (with legal and
ethical reasoning) to solve disputes in some practical (SLO 2)
Contract Law IV – Breach of Contract, Excuses for Non-performance
Required reading:
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Remedies for Breach of Sale and Lease Contract (Chp.24, textbook)
Topics:
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Discharge a contract ( performance/ material breach/ mutual agreement,
operation of law)
Remedy
Issues in Vietnamese contract Law
Brief overview about performance obligations of sale and lease contract
& Remedy framework available for breach of sale and lease contract
Learning Objectives:
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
To understand different scenarios to discharge a contract along
with remedy framework available in different legal systems (SLO
1,2,3)
To comprehend some basic strategies in drafting contract to deal with
the issue of breach of contract and remedy (SLO 2,5)
To be able to synthesize and to apply the studied knowledge (with legal and
ethical reasoning) to solve disputes in some practical cases and to know how to
draft remedy or liquidated terms appropriately in the contract. (SLO 5)
Week 5
Consolidation
Week 6
Exam revision
Mid-term Exam
Multiple Choices Exam: Closed book
Essay Exam: Open book (with permitted material)
International Business Transaction
Carrier of Good and Letter of Credit
Week 7
Required reading:


Bank Collection, Trade Finance, and Letter of Credit (Chp.7, Main
textbook)
The Carriage of Goods and the liability of air and Sea Carriers (Chp.6,
Main textbook)
Topics:
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
Liability of International Air Carriers
Liability of Carriage of Good by Sea
Liability of Ocean Transportation Intermediaries
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Marine Cargo Insurance
Issue with Letter of Credit
Learning Objectives:
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To understand the liability of carries in different modes of
transportation (SLO 2,3)
To apply this knowledge to mitigate the legal risk in arrange
international transportation contract and transactions (SLO 2,5)
To understand the legal and transactional issues with the letter of credit
( SLO 2)
To select the most appropriate legal organization, legal assistance for
the issue relating to Transportation and L/C (SLO 4)
To be able to synthesize and to apply the studied knowledge (with legal and
ethical reasoning) to solve disputes in some practical cases (SLO 1,2)
Class Exercise III (SLO 1,2,3,5,6)
GATT Law and the WTO Basic Principles
Week 8
Required reading:


GATT Law and the World Trade Organization: Basic Principles (Chp.9,
Main textbook)
Laws Governing Access to Foreign Markets (Chp.10)
Topics:
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The notion of “Free Trade” technical barrier to international trade.
Introduction to GATT/WTO and Dispute Settlement Procedures and
enforcement mechanism.
Major principle of GATT/WTO (Non-discrimination, MFN, National
Treatment, GATT and Elimination of Tariff, “Like” product issue…)
Examining and discussing typical cases of WTO DSU.
Technical Barrier to Trade
The relationship between WTO law and national legislature powers.
Learning Objectives:
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To be familiar with the basic of WTO’s principle, policy and legal
reasoning (SLO 1,2,3)
To understand the implications of WTO accession for Vietnam
economy and the implications for firms in competing in domestic and
international market. ( SLO 1,3)
To mitigate legal risk and utilise the legal advantages ( e.g: Non
discrimination) in consistent with WTO law in conducting international
and domestic market (SLO 2,5)
Know how to resolve issues and to seek legal aids for issue related to WTO law
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(SLO 4)
Regulating Import Competition and unfair trade – WTO Law
Required reading:

Regulate Import Competition and Unfair Trade (Chp.11, Main
textbook)
Topics:
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


Safeguard
Dumping and anti-dumping law
Subsidies and Countervailing Duties
Examining and discussing typical cases of WTO DSU,
Vietnam’s Anti-dumping case.
Learning Objectives:

To understand about WTO’s law, US Law and other major market laws
regarding the mechanism for unfair trade disputes (SLO 1,2,3)
To have critical awareness about the strategies for firms and State to
minimize the risk of being assessed as dumping and subsidizing (SLO
2,5)
To know how to access to legal aid, to know the procedure of
organization dealing with dumping and subsidy issues (SLO 4)


Class Exercise IV (SLO 1,2,3,4,6)
Week 9
Agency Law and International Marketing
Required Reading:

International Marketing Law: Sales, Representatives, Advertising and
Ethical Issue (Chp. 16, Main textbook)

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Agency Formation and Duties (Chp. 33, supplemental textbook)
Liability to Third Parties and Termination (Chp. 34, supplemental
textbook)
Topics:
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Introduction to agency law
Duties of agent and the duties of principal toward each other
Duties of agent and principal for third party
Termination of agency relationship
The application of agency law in international marketing and
distribution.
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Learning Objectives:
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To understand the basic concept: of agency relationship, and the
right of duties of agent and principals, the liabilities of agent and
principal’s to the third-parties; and know how to lawfully terminate
the agency relationship. (SLO 2,3)
To apply the agency law to the context international marketing and
distribution (SLO 2,3)
To be able to synthesize and to apply the studied knowledge (with
legal and ethical reasoning) to solve disputes in some practical cases
of agency relationship. (SLO 2)
To understand some ethical and legal aspects in order to established
harmonious and sustainable agent-principle relationship (SLO 2,5)
To select appropriate legal organization, assistance relating to agency
law (SLO 4)
Class Exercise V (2,3,5,6)
Week 10
Licensing Agreements and the protection of Intellectual Property Rights
Required reading:


Licensing Agreements and the protection of Intellectual Property Rights
(Chp.17, Main textbook)
Intellectual Property (Chp. 12, supplemental textbook)
Further Reading:


Vietnam Law on Technology Transfer 2006 (download )
Vietnam Intellectual Property Law 2005 (download )
Topics:
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Reasons for intellectual protection
Patent, Trademarks, copyright,
Franchising contract, licensing and technology transfer contract
National administration of Intellectual property issue
International protection for intellectual property: Paris convention,
Berne Convention, WIPO, WTO-Doha and TRIPS and their
corresponding enforcement mechanism.
Learning Objectives:
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
To increase the awareness of the content and the importance of
intellectual property law in international business context ( SLO 1,2,3)
To know the appropriate legal organization ( and its respective
procedures), to seek legal assistance with the issue relating to
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intellectual property (SLO 4)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes relating to IP. (SLO 2)

To know the strategies to mitigate the risk relating to IPS issues while
take advantage of IPS law (SLO 5)
Business Organizations, Ethical Issues and Consolidation
Required Reading:

Host Country Regulation: Corporate Law, Taxation, and Currency Risk
(Chp. 18, main textbook)
International Marketing Law: Sales, Representatives, Advertising and
Ethical Issue (Chp.16, Main textbook)

Learning Objectives:

To understand the strengths, the differences and the application of
different business forms international business context for taxation
issue (SLO 2,3,5)
To have understanding on legal mechanism governing financial aspects
of Foreign Direct Investment of different countries. (SLO 2,3,5)
To understanding the comprehend the ethical issues as well as legal
mechanism of corruption issue in the context of international
business (SLO 1)


To select the most appropriate legal organization ( and the respective procedure
and politics), and legal aid relating taxation, corporate organization law in the
context of international business (SLO 4)
Consolidation
Week 11
Exam Revision
Final Exam
Multiple Choices Exam: Closed book
Essay Exam: Open book ( with permitted material)
Week 12
Exam Marking, Scheme Explanation and Final Discussion
Main text:

Final Exam paper
Additional:
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
Boatright.J 2006, Ethics And The Conduct of business, Pearson Hall
Thiroux & Krasemann 2009, Ethics: Theory and Practice
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H.H Dalai Lama 1999, Ethics for the New Millennium
Topic:
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
Questions and answers about the final exam
Presentation
Discussion about contemporary ethic issues
Learning Objective:
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

Apply legal reasoning to solve practical business issues (SLO2)
Improve presentation skill ( written and spoken communication) in
term of logical and professionalism (SLO6)
To understand the some key ethical issue for business (SLO1)
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