Business Law II (Commercial & Contract Law)

Course Code: BBA-AUD 395
Credit Hours: 3
Semester Offered: Year 3 – Semester 6

Course Description

This course builds upon Business Law I by focusing on the principles and application of commercial law and contract law in business operations. It examines the formation, validity, performance, and enforcement of contracts, as well as laws governing commercial transactions such as the sale of goods, agency, negotiable instruments, and partnerships. The course also introduces corporate legal frameworks and dispute resolution mechanisms. Students will gain practical legal knowledge to handle contractual obligations, protect business interests, and ensure compliance with commercial regulations.

Course Objectives

By the end of the course, students should be able to:

1. Explain the fundamental principles of contract law and their application in business.

2. Understand the rights and obligations of parties to commercial contracts.

3. Apply legal rules governing sale of goods, agency, and negotiable instruments.

4. Analyze common contractual disputes and remedies available under law.

5. Appreciate the role of commercial law in promoting fair trade and ethical business practices.

6. Apply legal reasoning to practical business scenarios and case studies.

Learning Outcomes

On successful completion, students will be able to:

• Draft and interpret business contracts.

• Evaluate the enforceability of agreements in commercial contexts.

• Apply relevant statutes and case law to resolve contractual disputes.

• Demonstrate knowledge of commercial transactions and their regulation.

• Understand the role of law in risk management and business decision-making.

Key Topics

1. Introduction to Contract Law

   • Elements of a valid contract (offer, acceptance, consideration, intention, capacity, legality)

   • Types of contracts (express, implied, void, voidable, unenforceable)

2. Formation and Terms of a Contract

   • Standard form contracts

   • Contractual terms and conditions

   • Exemption clauses and unfair contract terms

3. Vitiating Factors in Contracts

   • Misrepresentation, mistake, duress, undue influence

   • Illegality and public policy

4. Performance and Discharge of Contracts

   • Modes of discharge (performance, breach, frustration, agreement)

   • Remedies for breach (damages, injunctions, specific performance, rescission)

5. Commercial Transactions

   • Sale of goods law (transfer of property, warranties, consumer protection)

   • Agency law (creation, authority, rights, and duties of agents and principals)

   • Negotiable instruments (bills of exchange, cheques, promissory notes)

6. Business Organizations and Commercial Law

   • Partnerships and liability of partners

   • Overview of company contracts and corporate liability

7. Dispute Resolution in Commercial Law

   • Litigation, arbitration, and alternative dispute resolution (ADR)

   • International aspects of commercial contracts

8. Ethics and Business Law

   • Ethical issues in commercial contracts

   • Corporate governance and accountability in contractual dealings

Teaching Methods

• Lectures and interactive discussions

• Case law analysis and moot court simulations

• Group projects on contract drafting and review

• Guest lectures by legal practitioners

Assessment Methods

• Assignments & Case Analyses (20%)

• Midterm Examination (20%)

• Group Project (Contract Drafting & Presentation) (10%)

• Final Examination (50%)

???? Recommended Textbooks & References

1. Smith, J. – Contract Law

2. Beatson, J., Burrows, A., & Cartwright, J. – Anson’s Law of Contract

3. Goode, R. – Commercial Law

4. Atiyah, P. S. – An Introduction to the Law of Contract

5. Relevant national statutes: Contract Act, Sale of Goods Act, Partnership Act, Negotiable Instruments Act