FACULTY MEMORANDUM ON COMMERCIAL LAW (revised 6/2005)
Faculty: Robert Cooper (Bankruptcy Workshop); Richard Hyland (Contracts, Commercial Law: an Introduction to the U.C.C., Commercial Paper, International Commercial Arbitration, International Sales), Donald Korobkin (Bankruptcy, Contracts, Sales, Secured Transactions), Christy McDonald (Bankruptcy), Dennis Patterson (Contracts, Commercial Law: an Introduction to the U.C.C.), Patrick Ryan (Bankruptcy).
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.
Four further courses are highly recommended for those intent on engaging in commercial practice:
Sales, Secured Transactions, Commercial Paper, and Payment Systems. A seminar (which may
sometimes be offered as a course) in International Sales is highly recommended for those interested
in international commercial practice. 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. In addition, students may
elect to participate in the law school's pro bono Bankruptcy Practice Clinic, for which completion of
the Bankruptcy course is not a prerequisite. There is also a Bankruptcy Workshop, for which the
Bankruptcy course is a pre- or co-requisite.
Commercial Paper and Payment Systems serve as capstone courses in the commercial law
sequence. Commercial Paper explores the principles governing checks, drafts, and promissory
notes, and introduces the basic notions involved in the bank collection of checks. Commercial Paper
is open to students having taken one other commercial course. Payment Systems, for which
Commercial Paper is a prerequisite, continues the exploration of bank collections and also examines
Electronic Funds Transfers, the Documentary Transaction, and the law governing payment by Credit
Cards.
The seminar in 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. The seminar
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 seminar 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.