An Introduction to English Law
(February 8, 10, 13, 15, 17, 20)
A. Aim of the course
The course aims to provide an introduction to English law and the English legal system for Russian-qualified lawyers, with a particular emphasis on the law relevant for business transactions. Starting with an introduction to the particular features of English law as a common law system, it will include a detailed review of contract law, company law, tort law, and the law of equity and trusts, and an overview of the regulation of the legal profession in England and Wales and the practice of international law firms.
B. Eligibility for the course
All students admitted to the Pericles LL.M. program are automatically eligible for the course. Other students may be admitted at the discretion of the Dean, Admissions Tutor or professor. All potential students are expected to have an advanced knowledge of spoken and written English.
C. Structure of the course
The course involves 24 contact hours, taught over two weeks from February 8 to 20 (inclusive): on two Saturdays (two sessions of three hours each, with a one-hour break: 10:00 to 13:00, 14:00 to 17:00), two Mondays (three hours: 19:00 to 22:00) and two Thursdays (three hours: 19:00 to 22:00). The sessions will be primarily lecturer-driven, but will also involve practical exercises, including a review of various online resources (so students should bring laptops to the sessions).
D. Content of the course
1. English legal system
This will introduce students to English law and highlight its distinctive features. Key topics will include the law-making process; the role of precedent as a source of law; ‘common law’ and ‘equity’; principles of constitutional law, including separation of powers and ‘rule of law’. It will consider access to justice and the resolution of disputes (litigation and international commercial arbitration). Practical exercises will include: multiple choice questions; review of a statute (Act of Parliament); review of Rules of the London Court of International Arbitration.
This will give an introduction to English contract law: the formation of a contract (offer, acceptance, consideration, certainty); contractual terms; discharge of contracts and remedies for breach of contract; vitiating factors (mistake, duress); and statutory law relating to contracts (consumer protection). Practical exercises will include: multiple choice questions; review of a standard-form Non-Disclosure Agreement or other simple form of contract.
3. Business Organisations
This will give an overview of the different types of business organisations, with a focus on English company law: corporate personality; creating and operating a company; directors’ duties; shareholders’ rights and minority protections; corporate finance (equity and debt); insolvency. It will look at the special regulatory regime applied to listed companies (including corporate governance codes), and will also consider specific issues relating to joint ventures. Practical exercises will include: multiple choice questions; review of a standard-form Charter (Articles of Association) of a private/public company; review of July 2018 Corporate Governance Code.
This will give an introduction to English tort law: the concept of tort liability, the duty of care, breach of duty, remedies and defenses. It will focus primarily on the tort of negligence but will also look at other kinds of torts (statutory liability regimes, misrepresentation, nuisance, defamation). Practical exercises will include: multiple choice questions; review of reports of court cases relating to torts.
5. Equity and trusts
This will examine the law of equity and in particular one of the most distinctive features of English property law - the trust. We will consider the separation of legal and beneficial ownership; the role of the trustee; and some specific types of trust (constructive and resulting trusts, and charitable trusts). We will review equitable remedies, such as injunctions and specific performance. We will also cover estoppel. Practical exercises will include: multiple choice questions; review of reports of court cases relating to equity and trusts.
6. Role of the commercial lawyer; regulation of the legal profession in England and Wales
This will examine the roles of solicitors and barristers, and how these branches of the legal profession in England and Wales are regulated. It will consider the key professional ethical principles governing a solicitor’s practice - loyalty to clients, independence, confidentiality, avoidance of conflicts of interest – and how these are managed by large international law firms. Practical exercises will include: case studies; review of Solicitors Regulation Authority Code of Conduct; review of standard-form client engagement letter.
E. Course materials
The principal book to be used is Business Law by Marson and Ferris (Oxford University Press, 5th edition, 2018). It provides a general outline to most of the topics to be covered in the course. It is available also for 48-month rental in PDF format https://store.kortext.com/business-law-314792 and e-book format https://store.kortext.com/business-law-320679
More detailed treatment of the subject-matter of the course can be found in the Oxford Core Text Series published by Oxford University Press: Company Law by Dignam and Lowry (10th edition, 2018); Constitutional and Administrative Law by Parpworth (10th edition, 2018); The Law of Contract by O’Sullivan and Hilliard (8th edition, 2018); The Law of Trusts by Penner (11th edition, 2019).
F. Course assesment
Assessment will be on the basis of:
- final exam: 90%. This will be a two-hour written exam, which will be blind graded, which students will be able to take at home between 7 and 16 March 2020 (inclusive)
- class participation: 10%. Students will be expected to participate in class discussions. Prompt attendance is expected. If a student arrives late for a session by more than an hour, this will be considered absence for the entire session.
G. Course professor
Marc Polonsky is a retired partner of counsel with the international law firm White & Case. His practice focused on investment in the former Soviet Union, particularly in the natural resources and infrastructure sectors. Based principally in London, he also spent eleven years (1998 to 2008; 2017 to 2018) living and working in Moscow. In addition to teaching English law and legal professional ethics, he manages a philanthropic foundation that supports cultural heritage and humanities education and research. He has a B.A. in Modern Languages (Russian and French) from the University of Oxford and is a solicitor qualified in England and Wales.