Content

Civil law is focus on some specific issues related to business, such as the protection of consumers, the responsibility of service providers in the society of the information, the civil liability of the directors of commercial  companies, the responsibility for defective products or services, as well as corporate responsibility for acts of their dependents.

 

LESSON 1. Business and consumer protection.

1. Concept of consumer

2.       The Directive on consumer rights of 2011. Analysis and study of its content.

3.       The Directive 2019/771/EU on the guarantees of the consumer sales.

 

LESSON 2. E-Commerce. Liability of information society service providers.

1. E-Commerce.

Value of the offer. Invitation to make offers and advertising.

3.       Consumer's right to information in electronic contracting.

4.       Service providers of the information society.

5.       Liability of the information society service providers.

 

LESSON 3. Business liability for the production of defective goods.

1.       Civil liability for damages caused by goods and services.

2.       Liability for defective products.

3.       Liability regimes.

4.       Analysis of the evolution of case law.

 

LESSON 4. The liability of directors.

1. Introduction. Legislative antecedents. Subjective extension.

2. Joint liability. Causes of exoneration.

3.       The social action of liability. Concept and standing.

4.       The individual action of liability. Concept. Preconditions. Standing.

5.       The joint and several liability of the directors. Enforceability requirements. Subjective scope of liability.

Regarding private international law, the aim of this course is to deal with some general aspects of international contracts, an introduction to dispute resolution and to the criteria for determining the law applicable to international contracts, and also concrete issues relating to specific international contracts (sale of goods, provision of servides, employment contracts or consumer contracts). The detailed content of the part of the program corresponding to private international law (hereafter, PRIL) is as follows:

 

Lesson 1: international contracts: general aspects and dispute resolution

1.1. The international context and the responses of private international law to legal division and plurality of sources:

1.1.1. Some preliminary aspects: the distinction between the approaches of public international law and private international law to international trade. Public law and private law in international trade. Private-law approach adopted in this course.

1.1.2. Participants in international trade: individuals and legal entities; public law entities and private law entities. The foreign element in legal relationships.

1.1.3. Identification of the problems that PRIL deals with: international jurisdiction, conflicts of laws, recognition of foreign decisions and cooperation between authorities of different States.

1.1.4. The sources of PRIL: State norms, international conventions, norms of the European Union. Self-regulation by the merchants: trade usages (lex mercatoria).

1.1.5. The characterization problem:  distinction between contractual and non-contractual liability cases. The general rule of characterization according to the law of the forum. Autonomous characterization. Examples.

1.2. Dispute resolution in international trade:

1.2.1. Means of dispute resolution alternative to the courts of a State: conciliation, mediation and arbitration. The clause of submission to arbitration. The recognition of foreign arbitration resolutions. The New York Convention of 1958. Relations between arbitration and State jurisdiction.

1.2.2. State courts (1): problems of international jurisdiction in the field of contracts. "International" jurisdiction versus "territorial" jurisdiction. The system provided for in EU Regulation 1215/2012: criteria for its applicability, general rule and exceptions to it (exclusive competences, forum choice agreements, special rules regarding contracts). The special regime envisaged for “weak party” contracts (employment, consumers and insurance): protective rules for the weak party and limitation of forum choice agreements.

1.2.3. State courts (2): the recognition of judicial decisions issued in other countries.

1.3. The law applicable to international contracts:

1.3.1. Approach from two possible scenarios: when the case has been submitted to arbitration or when it is decided by a State jurisdiction.

1.3.2. Types of rules governing international contracts: rules of uniform law. Rules of conflict of laws (bilateral or unilateral). The "Overriding mandatory provisions”. Usages of international trade. Clauses agreed by the parties and "incorporation by reference".

1.3.3. Relations between the different types of rules.

1.3.4. The law applicable to international contracts according to EU Regulation 593/2008: choice of the applicable law by the parties. Types of clauses and effects. Ascertainment of the applicable law in the absence of choice by the parties.

 

Lesson 2: some specific contracts, from the perspective of private international law of the European Union

2.1. International sale of goods. Determination of international jurisdiction and applicable law. Interplay between EU Regulation 593/2008, on the law applicable to contractual obligations, and the Vienna Convention of 4-11-1980, on the international sale of goods.

2.2. International contracts for the provision of services. Ascertainment of international jurisdiction and applicable law. The example of air carriage contracts.

2.3. International employment contracts. International jurisdiction. Determination of the applicable law. International temporary posting of workers. Immigration law and employment contracts. Free movement of workers in the European Union.

2.4 Consumer contracts. International jurisdiction. Determination of the applicable law.

 

Main legal texts of private international law to be used during the course:

- EU Regulation 1215/2012, of 12 December 2012, on jurisdiction and recognition and enforcement of judgments in civil and commercial matters.

- Law 29/2015, of 30 July 2015, on international legal cooperation in civil matters.

- EU Regulation 593/2008, of 17 June 2008, on the law applicable to contractual obligations.

- Law 45/1999, of 29 November 1999, on the posting of workers in the context of a transnational provision of services (transposition in Spain of EU Directive 96/71).

- Vienna Convention of 11-4-1980 on the international sale of goods.

 

Any possible changes will be communicated when the classes of this module begin.