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Programa del Master in International Business

Universidad Carlos III de Madrid


Pilar Perales, Full Professor of Commercial Law and Head of the postgraduate Law School, UC3M. PhD. in Law, UC3M.
David Ramos, Senior lecturer of Commercial Law, UC3M. Coordinator of the Moot Madrid. PhD. in Law, UC3M

Learning goals

The course aims to introduce students to the basic knowledge of the legal structure of international trade, particularly to the legal framework for commercial contracts. Special importance is awarded the contract for the international sale of goods, the legal regime of the transfer of risk (Incoterms), other international agreements, such as distribution, agency and franchise contracts, and corporate business forms. The course will also introduce the students to the alternative methods of dispute resolution: arbitration and mediation or conciliation. At the end of the course participants will be able to:

  • Be aware and understand the complexities of commercial contracts: negotiation, formation of the contracts, obligations of the parties, as well as knowledge of the basic business forms, and dispute resolution.
  • Understand the main themes in commercial contracts, such as sale of goods, distribution, and other forms of business cooperation. The importance of companies in modern economy and the basic legal issues in relation to them.
  • Be able to recognize potential legal problems in relation to international commercial contracts.
  • Be knowledgeable about international trade, and the legal instruments for commercial contracts.
  • Understand the legal issues in international trade.
  • Develop the necessary skills to draft a legal project connected with a business plan.


1. ADR (Alternative Dispute Resolution): Arbitration

  • Definition, types. The Arbitration Agreement
  • Annulment of the award. Recognition and Enforcement

2. Negotiation and Formation of the contract

  • Formation of the Contract: offer, acceptance and contract conclusion
  • Merger clauses. NOM Clauses

3. Obligation of the parties/INCOTERMS 2010

  • Obligations of the seller. Obligations of the buyer.
  • Conformity of the goods

4. Remedies for breach of contract

  • Contract liability
  • Avoidance of the contract
  • Damages

5. Collaboration-distribution contracts

  • Mandatory (agency) law and its applicability to collaboration-distribution contracts
  • The contents of collaboration-distribution contracts (agency, distribution, franchise)
  • The structure and clauses of collaboration-distribution contracts

6. Setting up a company