An Introduction to English Law
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. 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; Сcommon lawТ and СequityТ; principles of constitutional law, including separation of powers and Сrule of lawТ. It will also consider the resolution of disputes (litigation and international commercial arbitration). It will cover regulation of the legal profession in England, the key professional ethical principles governing a lawyer’s practice - loyalty to clients, avoidance of conflicts of interest, confidentiality – and how these are managed by large international law firms.
This will give an introduction to English contract law: the formation of a contract (offer, acceptance, consideration, certainty); terms of a contract and the principles that courts apply in interpreting contracts; discharge of contracts and remedies for breach of contract; factors allowing escape from a contract (mistake, duress, frustration). It will consider recent developments in the law of contract, including consumer protection and duties of good faith. It will also review in detail one particular type of contract that is important in business transactions: the guarantee.
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; insolvency and liquidation. It will consider how companies raise finance through equity and debt, and in particular the granting of security over company assets. It will look at the special regulatory regime applied to listed companies (including corporate governance codes), recent developments in relation to companies’ obligations (Bribery Act, Criminal Finances Act) and will also consider specific issues relating to joint ventures.
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 torts (misrepresentation, nuisance, and defamation).
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, charitable trusts). We will review equitable remedies, such as injunctions and specific performance. We will also cover estoppel.
E. Course materials
The principal book to be used is Business Law by Marson and Ferris (Oxford University Press, 6th edition, 2020), available also as an e-book. This book provides a general outline to most of the topics to be covered in the course.
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 (11th edition, 2020); Constitutional and Administrative Law by Parpworth (11th edition, 2020); The Law of Contract by O’Sullivan and Hilliard (9th edition, 2020); The Law of Trusts by Penner (11th edition, 2019).
F. Course assesment
Assessment will be on the basis of:
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.