International trade law 2104-L-D5MPHA

During international trade law classes subjects listed below are presented. They constitute basic course of Polish obligations and trade law, introducing, during the course, specifics of international trade law.
1. Concluding agreements and legal consequences thereof - basic constructions of Polish law, specifics and importance of the subject in foreign trade; notions of obligation, party to a legal relation, subject to a legal relation, content of a legal relation, obligation source, applicable law for contractual and ex delicto obligations; liberty of contract and its boundaries (art. 3531 of the Polish Civil Code “PCC”); modes of contract conclusion: negotiations, offer, auction and tender; culpa in contrahendo responsibility (art. 66-721 PCC); faults of legal statements (art. 82-88 PCC); concluding of the agreement by organization entities - representation right and consequences of faulty representation (art. 38-39 KC and art. 103 PCC).
2. Execution of contractual obligations - basic constructions of Polish law, international trade specifics and importance of this issue; real fulfillment of the obligation rules; content of the obligation (art. 56 KC and art. 354 KC); pacta sunt servanda rule; rebus sic stantibus rule; date of performance and maturity of receivables; place of performance; partial performance; manner of crediting performance; proves of performance – receipt; person authorized to receive performance and consequences of performance made to an unauthorized person.
3. Consequences of non-fulfillment of obligation – basic construction of Polish law, specifics and value of the problem from the foreign trade perspective; general rules of debtor’s responsibility; impossibility of performance; debtor’s delay and qualified delay; right to retain a thing; creditor’s delay.
4. Specific types of dispute resolution in international trade, in particular arbitration.
5. Freedom of undertakings in Polish and EU law – conditions to undertake and conduct business activity in Poland, in particular conditions to undertake and conduct business activity in Poland by foreign entities; content of freedom on undertakings according to Polish and EU law; ban to limit freedom of undertakings and exceptions thereof (art. 20, 22 and 31 item 3 of the Polish Constitution and basic regulation of EU law; general rules of undertaking and conducting business activity in Poland; conditions to undertake and conduct business activity in Poland by foreign entities – national treatment treaty clause and principle of reciprocity.
6. Public registers connected with undertaking and conducting business activity and their importance in international trade law – in particular Polish registers of foreign entities; National Court Register – scope of entities; scope of information; types and consequences of entries; Business Activity Evidence – scope of entities; scope of information; types and consequences of entries; Foreign Entities Commercial Agencies Register – scope of entities; scope of information; types and consequences of entries; other public registers – branch registers – scope of entities; scope of information; types and consequences of entries.
7. Legal forms of undertaking and conducting business activity in Poland, in particular forms of undertaking and conducting business activity in Poland by foreign entities; notions of “entrepreneur” and “enterprise”, forms of undertaking and conducting, including supranational forms of conducting business activity.
8. Harmonization and unification of national company’s law: rules of integration of company’s law; European company’s law directives; European company’s law resolutions; common regulations for all types of companies (public data, invalidity of the company; validity of company’s obligations, sole shareholder company, accounting).
9. Undertaking and conducting business activity in form of private companies; types of private companies; establishment and organizational structure of private companies; shareholders’ responsibility for private companies’ obligations; dissolution and liquidation of private companies.
10. Undertaking and conducting business activity in form of association of capital; types of associations of capital; establishment of associations of capital; bodies in associations of capital; lack of responsibility of shareholders for association of capital’s obligations; dissolution and liquidation of associations of capital.
11. Supranational forms of conducting business activity. European Association of Commercial Interests; European company (Societas Europea – SE); European cooperative.