FACULTY MEMORANDUM ON COMMERCIAL LAW
Updated September 2012
Faculty: Ari Afilalo, Richard Hyland, Donald Korobkin, Dennis Patterson, Patrick Ryan
Adjunct Faculty: Rich Barkasy, Erika Levin, Tara Parvey
Commercial law is the primary business of much of general civil practice. It is concerned with the rules and practices governing commercial transactions, both domestic and international, as well as the resolution of commercial disputes, whether by means of litigation or alternative methods such as commercial arbitration. Additionally, the study of commercial law provides law students with the opportunity to think through the difficulties that arise in transactions involving more than two parties—a situation that arises in many aspects of the law.
Some commercial law should be included in the program of most law students, because most lawyers, even those not currently planning on practicing in the commercial area, find themselves at one time or another involved in commercial matters. For example, in the context of white collar crime, criminal fraud, and money laundering, both prosecutors and defense lawyers are often called upon to understand commercial law principles. Moreover, every lawyer who wins money damages has the job of collecting the judgment, and collection efforts often involve the use of various security devices and negotiable instruments governed by commercial law, as well as the threat of bankruptcy.
Furthermore, many young lawyers, regardless of their specific interest in the law, occasionally find themselves doing commercial work as they settle into their practice fields.
The commercial law curriculum at the law school reflects the different interests that students may have in the material. In general, the commercial curriculum may be divided into two types of courses.
First, there are those of such importance that most law students should consider taking them.
Second, there are more specialized courses for those interested in pursuing career in commercial transactions or litigation. All of the courses are taught for three credits.
The foundation or basic course in the commercial field is Commercial Law: An Introduction to the Uniform Commercial Code (UCC). In Commercial Law: An Introduction to the UCC, which serves as the recommended gateway to the commercial law curriculum, students learn the basic concepts and methodology of the Uniform Commercial Code and also gain experience in resolving commercial problems. Commercial Law serves as a transition from the first-year course in Contracts to the commercial curriculum and is therefore recommended as a pre-requisite for the other courses in the commercial law sequence.
Further courses highly recommended for those intent on engaging in commercial practice are Sales, Secured Transactions, International Sales, and International Commercial Arbitration. Bankruptcy is also a significant area of commercial practice. The courses in Alternative Dispute Resolution and Conflicts of Law are also quite useful.
Sales builds on the study of sales law in Contracts and Commercial Law: An Introduction to the UCC. It provides students with an opportunity to think about the multi-party issues that arise in the context of sales transactions. A central concern of the course is the documentary transaction – the method by which merchants buy and sell goods around the world. This examination includes a discussion of letters of credit, bills of lading, warehouse receipts, banker's acceptances and other methods of sales financing. Commercial Law: An Introduction to the UCC or permission of the instructor is a pre-requisite.
Secured Transactions introduces students to the security interest, one of the principal methods of financing sales and extensions of credit, and also explores the relationship between state commercial
law and the federal law of bankruptcy. Commercial Law: An Introduction to the UCC or permission of the instructor is a pre-requisite.
Bankruptcy explores the liquidation and reorganization of debt in the American economy. Professor Korobkin recommends Secured Transactions as a pre-requisite or co-requisite for Bankruptcy, but students may also enroll in Bankruptcy without having taken those courses.
Payment Systems serves as a capstone courses in the commercial law sequence. The prerequisite is one previous course in Commercial Law (either Introduction to the UCC, Sales, or Secured Transactions). This course explores bank collections and also examines electronic funds transfers, the documentary transaction, and the law governing payment by credit cards.
International Sales, also a capstone course in the commercial law sequence, is open to students who have taken Commercial Law: An Introduction to the UCC or Sales. This course compares sales law under the Uniform Commercial Code with the Vienna Sales Convention, which is the law of the United States for international sales contracts. The class project is drafting an opening brief for the Rutgers-Camden team in the Willem C. Vis International Commercial Arbitration Moot which is held in Vienna, Austria, in the Spring. Four members from the course are chosen by the faculty to represent the Law School at the Vis Moot Competition in Vienna, where they will compete with law students from around the world, and engage in a dialogue based on a realistic hypothetical with some of the leading experts in international commercial law.
Alternative Dispute Resolution explores methods of resolving commercial disputes outside of the judicial process, including mediation and arbitration. Commercial arbitration is increasingly the method of choice of resolving large-scale commercial disputes.
Conflicts of Law is important because most contemporary commercial matters have contacts with many jurisdictions, both domestic and international, and this body of law is concerned with which law governs such transactions.