COMMERCIAL CLAIMS, CLAUSES AND REMEDIES - 2025/6

Module Overview

Commercial law is an intellectually stimulating subject which lies at the intersection of the foundational subjects of private law and law in practice. Commercial claims, clauses and remedies has significant practical relevance. Knowledge of the rules that form the basis of this subject is highly recommended for those who want to pursue careers in commercial law.

It provides students with an opportunity to build upon their existing knowledge of contract law and introduces them to further areas such as unjust enrichment and some of the economic torts. It also provides students with the opportunity to consider the significance of commercial clauses and their impact upon liability and remedies. In this course, we consider interesting areas of law that are commercially very important.

 

Further, the course will provide a sound basis for those students who wish to (i) study Commercial Law II: International Sales in Semester 2; (ii) pursue the next stage of study for Solicitor’s or Barrister’s courses; (iii) to study for a Commercial Law based LLM; and (iv) work in a Commercial environment.

Module provider

School of Law

Module Leader

HOLT Richard (Schl of Law)

Number of Credits: 15

ECTS Credits: 7.5

Framework: FHEQ Level 6

Module cap (Maximum number of students): N/A

Module Availability

Semester 1

Prerequisites / Co-requisites

LAW1054 Contract Law

Module content

1. Introduction to the construction and interpretation of commercial contracts.

 

2. Commercial obligations:

           - Express terms

           - Implied terms (SOGA 1979)

           - Conditions/Warranties/Innominate terms

           - Drafting terms

 

3. Breach of contractual duties:

          - Performance

          - Agreement

          - Breach

          - Frustration:

                    - Force majeure clauses

 

4. Contractual remedies:

          - Right of rejection

                    - Waiver

                    - Election

                    - Estoppel

          - Damages:

                    - Direct and Indirect Losses

                    - Exclusion clauses

                    - Limitation clauses

                    - Indemnity clauses

          - Curing a defect

 

5. Equitable remedies

          - Specific performance

          - Injunctions

          - Equitable compensation

 

6. Alternatives to contractual claims I:

          - Quantum Meruit

          - Unjust enrichment

 

7. Alternatives to contractual claims II: Economic Torts:

          - Procuring a breach of contract

          - Causing Loss by unlawful means

          - Conspiracy to use unlawful means and Lawful means conspiracy

Assessment pattern

Alternative Assessment

N/A

Assessment Strategy

It is proposed that the assessment method would be as follows:

 

• Formative assessment


• Summative assessment – based on a take home assessment conducted online within 4 hours. Students will need to answer 2 questions out of a choice of 4 questions. The questions will all be problem-based questions.

 

The formative assessment will provide an opportunity for students to obtain feedback (in addition to the other feedback they receive in Seminars and Tutorials). The format will be a take home assessment (consisting of one problem question) conducted online within a recommended time of 2 hours (to replicate the time allowed for one question in the Summative). The problem based question will be of a similar standard and length to the problem questions set for the Summative assessment.

 

The summative assessment will require student to demonstrate transferable skills of identifying issues, providing clear and structured reasoning to reach sound and practical advice in relation to a range of practical, commercial scenarios.

Module aims

• To develop an understanding of how the courts construct and interpret commercial contracts.
• To develop a greater understanding of commercial obligations including express and implied terms and the classification of such terms (i.e. conditions, warranties and innominate terms) and to be able to apply it to various scenarios.
• To develop a greater understanding of grounds for breach of contract and to be able to apply it to various scenarios.
• To develop a greater understanding of remedies for breach of contract (including the right of rejection and its loss, damages and curing the defect) and their limitations, and to be able to apply it to various scenarios.
• To develop an understanding of how to draft and analyse contractual clauses (including retention of title clauses, force majeure clauses, limitation and exclusion clauses and indemnity clauses) and to be able to apply it to various scenarios.
• To develop a greater understanding of equitable remedies including specific performance, injunctions and equitable compensation and to be able to apply it to various scenarios.
• To introduce, understand and apply the concepts of quantum meruit and to be able to apply it to various scenarios.
• To introduce, understand and apply the concept of unjust enrichment and to be able to apply it to various scenarios.
• To introduce, understand and apply the economic torts of procuring a breach of contract, causing loss by unlawful means and conspiracy to use unlawful means and lawful means conspiracy, and to be able to apply it to various scenarios.

Learning outcomes

Methods of Teaching / Learning

Preparatory reading will be required, and seminar participation and debate encouraged. The Seminars and Tutorials will be interactive and will include the drafting and analysis of clauses and application of the law to factual situations with the provision of legally sound and practical advice.

 

The learning and teaching strategy is designed to enable students to demonstrate a comprehensive understanding of the areas covered. Students will have the opportunity to develop their understanding and skills in relation to the key issues and gain an insight to how commercial law works in practice. This approach will assist in preparing students for professional practice.

Indicated Lecture Hours (which may also include seminars, tutorials, workshops and other contact time) are approximate and may include in-class tests where one or more of these are an assessment on the module. In-class tests are scheduled/organised separately to taught content and will be published on to student personal timetables, where they apply to taken modules, as soon as they are finalised by central administration. This will usually be after the initial publication of the teaching timetable for the relevant semester.

Reading list

https://readinglists.surrey.ac.uk
Upon accessing the reading list, please search for the module using the module code: LAW3150

Other information

The School of Law is committed to developing graduates with strengths in Employability, Digital Capabilities, Global and Cultural Capabilities, Sustainability, and Resourcefulness and Resilience. This module is designed to allow students to develop knowledge, skills, and capabilities in the following areas:

 

Employability: The knowledge and skills students will gain on this module are highly relevant to their potential studies on the Solicitor’s or Barrister’s courses and employment in legal practice, particularly in commercial law, and other areas of commercial practice. Students are expected to identify relevant causes of action and advise on potential remedies in respect of a number of different factual situations. They will need to draft and analyse the effectiveness of any contractual clauses. This will enhance their writing and analytical skills. They will be expected to provide sound practical solutions to problem scenarios.  These are all skills potential employers desire from future lawyers/advisers.

 

Digital capabilities: Students on this module must engage in independent learning and research using online platforms and databases to locate primary sources. Students will develop and improve their digital legal research skills.

 

Sustainability: Students are encouraged to reflect critically on the areas of law covered with reference to its adequacy to deliver appropriate remedies and how best to achieve justice between the parties to a claim.

 

Resourcefulness and resilience: The level of critical engagement needed to understand the different areas covered by the course (some of which are especially complex) and their inter-relationship to each other requires students to demonstrate resourcefulness and resilience. Further, students will need both resourcefulness and resilience in order to apply this knowledge to realistic situations and to provide practical advice.

Programmes this module appears in

Please note that the information detailed within this record is accurate at the time of publishing and may be subject to change. This record contains information for the most up to date version of the programme / module for the 2025/6 academic year.