International Business Contracts
A.Y. 2025/2026
Learning objectives
Due to their business dynamics, enterprises - including small and medium enterprises - have frequent interactions with clients, suppliers and partners established abroad, and often move their production processes to other countries, or offer goods and services on foreign markets. International contracts are the most important tools to govern business relationships that include such interactions and processes, and have become a critical asset for the development of business activities. Business relationships of this kind give rise to questions that usually do not come up in contracts signed between two parties established in the same country, notably which law is applicable to such relationships - including supranational substantive law - and which courts have jurisdiction to settle any dispute arising out of such contracts. Moreover, the increasing importance of digital technologies for business activities has led to the rise of e-commerce, which facilitates the conclusion of international contracts, but also presents new challenges for transnational business relations. In light of these considerations, the course aims to provide adequate knowledge to enable students to assess the legal effects of globalisation on trades. Therefore, the course will cover the fundamentals of private international law and the relevant case law. In this perspective, by the end of the course students will be equipped with the tools needed to assess the contents of the main types of contracts used in international trades, as well as the most frequent consequences arising out of international contracts.
Expected learning outcomes
Through this course, students will learn to use the correct terminology of international contract law. They will also become familiar with the typical elements of the most common contract types, and with the legal institutions of private international law that have a relevance for contracts. In particular, this knowledge will enable students to critically analyse how the transnational nature of a contract can affect the identification of governing law and jurisdiction over potential disputes. They will learn how to solve similar legal matters in practice, by applying the rules and regulations studied during the course. In other words, students will not simply know the contents of the rules applicable to each case, but will also be able to identify such rules in a real-case scenario, as they will learn to navigate through the stratified system of legal texts adopted at a national and supranational level with regard to international contracts. They will also acquire the necessary skills to address the main challenges posed by the progressive digitalisation of commerce, with a focus on the impact of new technologies on the conclusion of international contracts and on the matters of private international law analysed during the course. Lectures will not be limited to the theoretical bases, but will focus on the practical aspects of the subject. Thanks to these legal skills and to the proficiency achieved in their languages of study - as reflected in their individual study plan - students will be able to work in international and multilingual contexts, notably for businesses operating on an international scale, as well as to further their education with a Master's degree.
Lesson period: First semester
Assessment methods: Esame
Assessment result: voto verbalizzato in trentesimi
Single course
This course cannot be attended as a single course. Please check our list of single courses to find the ones available for enrolment.
Course syllabus and organization
Single session
Responsible
Lesson period
First semester
Course syllabus
The program outlined below includes a variety of topics that will be discussed in class. These topics will be examined from the perspective of identifying the impact of new technologies on the private international law discipline in matters relating to contracts in terms of critical issues and opportunities. Specific focuses will include e-commerce contracts and digital platforms, the protection of weaker parties (consumers and workers) in the digital marketplace, and corporate liability.
TEACHING UNIT 1
- International Business Contracts: introductory considerations, basics, and terminological clarifications
- Private international law as an instrument for regulating international economic activities: object, function, and characteristics of private international law rules
- Coordinating domestic, regional, and international sources of private international law
- The conflicts of jurisdiction: general issues, and accepted solutions in relation to international contracts *The criteria provided by Regulation (EU) no. 1215/2012 (Brussels 1-bis): contracts and notes on non-contractual obligations relevant to business activity
* The issue of jurisdiction in the Italian Law 31 May 1995 no. 218 (outline)
TEACHING UNIT 2
- The choice of laws: methods of conflict of laws resolution, general issues, and accepted solutions in relation to international contracts
*The criteria provided by Regulation (EC) no. 593/2008 (Rome I) on the law applicable to contractual obligations
*The criteria provided by in Regulation (EC) no. 864/2007 (Rome II) on the law applicable to non-contractual obligations (outline)
- The problem of the effectiveness of foreign judgments (outline)
TEACHING UNIT 1
- International Business Contracts: introductory considerations, basics, and terminological clarifications
- Private international law as an instrument for regulating international economic activities: object, function, and characteristics of private international law rules
- Coordinating domestic, regional, and international sources of private international law
- The conflicts of jurisdiction: general issues, and accepted solutions in relation to international contracts *The criteria provided by Regulation (EU) no. 1215/2012 (Brussels 1-bis): contracts and notes on non-contractual obligations relevant to business activity
* The issue of jurisdiction in the Italian Law 31 May 1995 no. 218 (outline)
TEACHING UNIT 2
- The choice of laws: methods of conflict of laws resolution, general issues, and accepted solutions in relation to international contracts
*The criteria provided by Regulation (EC) no. 593/2008 (Rome I) on the law applicable to contractual obligations
*The criteria provided by in Regulation (EC) no. 864/2007 (Rome II) on the law applicable to non-contractual obligations (outline)
- The problem of the effectiveness of foreign judgments (outline)
Prerequisites for admission
Some basic legal notions are required to be able to face the course content easily. Therefore, previous attendance of the course International Organisation is recommended.
Teaching methods
Lectures supported by powerpoint presentations.
Analysis and discussions of case studies and examples offered by the praxis.
Adiministration of of self-assessment tests during lessons.
Attendance and active participation in class are highly recommended.
Analysis and discussions of case studies and examples offered by the praxis.
Adiministration of of self-assessment tests during lessons.
Attendance and active participation in class are highly recommended.
Teaching Resources
IMPORTANT: both attending and non-attending students are required to study, in addition to the chosen textbook, the readings on the digitalisation of commercial contracts that will be uploaded/indicated on MyAriel.
ATTENDING STUDENTS: Choose one of the following textbooks. Only the study of the indicated parts is required.
- P. BERTOLI, Nozioni di diritto internazionale privato e processuale, Giappichelli, first edn., 2023
Capitolo primo: all. Capitolo secondo: Parte I, paras 1-4 (extremes included), 6-9 (extremes included); Parte II, par. 4. Capitolo terzo: Parte I (all), Parte II (all) Parte III (all). Capitolo IV: Parte I, paras 1, 2 e 4; Parte III, paras 1,2.
- P. FRANZINA, Introduzione al diritto internazionale privato, Giappichelli, second edn., 2023
Parte prima: Capitolo I (all), Capitolo II (all); Parte seconda: Capitolo I, paras 1-5 (extremes included); Capitolo II, paras 1-11 (extremes included), 13-16 (extremes included); Capitolo IV, paras 1-3 (extremes included). Parte III: Capitolo I (all); Capitolo II (all); Capitolo III (all). Parte quarta: Capitolo I (all); Capitolo II, paras 1-5 (extremes included); Capitolo V, paras 1, 2, 4.
- F. MOSCONI, C. CAMPIGLIO, Diritto internazionale privato e processuale, vol. 1 "Parte generale e obbligazioni", UTET-Wolters Kluwer, undicesima ed., 2024
Capitolo primo: all. Capitolo secondo: paras 1-16, parr. 19-20 (extremes included). Capitolo terzo: all. Capitolo quarto: all, except par. 15. Capitolo quinto: paras 1-12, 16-20 (extremes included). Capitolo sesto: all, except par. 15. Capitolo settimo: sect. I only, and except paras 9, 11, 12, 13, 17.
NON-ATTENDING STUDENTS: Choose one of the following textbooks. Only the study of the indicated parts is required.
- P. FRANZINA, Introduzione al diritto internazionale privato, Giappichelli, second edn., 2023
Parte prima: Capitolo I (all), Capitolo II (all); Parte seconda: Capitolo I, paras 1-5 (extremes included); Capitolo II, paras 1-11 (extremes included), 13-16 (extremes included); Capitolo IV, paras 1-3 (extremes included). Parte III: Capitolo I (all); Capitolo II (all); Capitolo III (all). Parte quarta: Capitolo I (all); Capitolo II, paras 1-5 (extremes included); Capitolo V, paras 1, 2, 4.
- F. MOSCONI, C. CAMPIGLIO, Diritto internazionale privato e processuale, vol. 1 "Parte generale e obbligazioni", UTET-Wolters Kluwer, undicesima ed., 2024
Capitolo primo: all. Capitolo secondo: paras 1-16, parr. 19-20 (extremes included). Capitolo terzo: all. Capitolo quarto: all, except par. 15. Capitolo quinto: paras 1-12, 16-20 (extremes included). Capitolo sesto: all, except par. 15. Capitolo settimo: sect. I only, and except paras 9, 11, 12, 13, 17.
ATTENDING STUDENTS: Choose one of the following textbooks. Only the study of the indicated parts is required.
- P. BERTOLI, Nozioni di diritto internazionale privato e processuale, Giappichelli, first edn., 2023
Capitolo primo: all. Capitolo secondo: Parte I, paras 1-4 (extremes included), 6-9 (extremes included); Parte II, par. 4. Capitolo terzo: Parte I (all), Parte II (all) Parte III (all). Capitolo IV: Parte I, paras 1, 2 e 4; Parte III, paras 1,2.
- P. FRANZINA, Introduzione al diritto internazionale privato, Giappichelli, second edn., 2023
Parte prima: Capitolo I (all), Capitolo II (all); Parte seconda: Capitolo I, paras 1-5 (extremes included); Capitolo II, paras 1-11 (extremes included), 13-16 (extremes included); Capitolo IV, paras 1-3 (extremes included). Parte III: Capitolo I (all); Capitolo II (all); Capitolo III (all). Parte quarta: Capitolo I (all); Capitolo II, paras 1-5 (extremes included); Capitolo V, paras 1, 2, 4.
- F. MOSCONI, C. CAMPIGLIO, Diritto internazionale privato e processuale, vol. 1 "Parte generale e obbligazioni", UTET-Wolters Kluwer, undicesima ed., 2024
Capitolo primo: all. Capitolo secondo: paras 1-16, parr. 19-20 (extremes included). Capitolo terzo: all. Capitolo quarto: all, except par. 15. Capitolo quinto: paras 1-12, 16-20 (extremes included). Capitolo sesto: all, except par. 15. Capitolo settimo: sect. I only, and except paras 9, 11, 12, 13, 17.
NON-ATTENDING STUDENTS: Choose one of the following textbooks. Only the study of the indicated parts is required.
- P. FRANZINA, Introduzione al diritto internazionale privato, Giappichelli, second edn., 2023
Parte prima: Capitolo I (all), Capitolo II (all); Parte seconda: Capitolo I, paras 1-5 (extremes included); Capitolo II, paras 1-11 (extremes included), 13-16 (extremes included); Capitolo IV, paras 1-3 (extremes included). Parte III: Capitolo I (all); Capitolo II (all); Capitolo III (all). Parte quarta: Capitolo I (all); Capitolo II, paras 1-5 (extremes included); Capitolo V, paras 1, 2, 4.
- F. MOSCONI, C. CAMPIGLIO, Diritto internazionale privato e processuale, vol. 1 "Parte generale e obbligazioni", UTET-Wolters Kluwer, undicesima ed., 2024
Capitolo primo: all. Capitolo secondo: paras 1-16, parr. 19-20 (extremes included). Capitolo terzo: all. Capitolo quarto: all, except par. 15. Capitolo quinto: paras 1-12, 16-20 (extremes included). Capitolo sesto: all, except par. 15. Capitolo settimo: sect. I only, and except paras 9, 11, 12, 13, 17.
Assessment methods and Criteria
FINAL EXAM
The final written exam aims to ascertain students' competences - both theoretical and in applied forms - in respect of the topics included in the course syllabus.
In particular, students will have to be familiar with the key principles and methods of private international law, and with the conflict of law rules that are most commonly applied in cross-border commercial disputes. They also will have to prove their ability to make connections between different legal issues, including through practical examples, to apply the acquired knowledge to solve practical problems in the context of matters covered in the course, and to correctly use legal language.
The final written test is administered 6 times a year during the official exam sessions and requires online UNIMIA registration.
END-OF-COURSE INTERIM TESTS
Students will be given the opportunity to sit for two end-of-course interim tests, in the form of multiple-choice tests and/or semi-structured questions, in order to prove the acquisition of the competence required to pass the exam, with regard to the relevant part of the program covered.
The first interim test will be sat at the end of the first teaching unit or during the second teaching unit; the second will be sat at the end of the second teaching unit or during the first official exam session. In all cases online UNIMIA registration is required.
Only students who have passed the first interim test are eligible to take the second.
EVALUATION
The final mark is expressed in 30/30 and is calculated considering a) the grade obtained by the student in the final exam, or b) the arithmetic mean of the grades obtained in the two interim tests, provided that both are sufficient.
IMPORTANT: Information regarding the practical organisation of the official written exams and the interim tests will be given in class and via MyAriel.
The final written exam aims to ascertain students' competences - both theoretical and in applied forms - in respect of the topics included in the course syllabus.
In particular, students will have to be familiar with the key principles and methods of private international law, and with the conflict of law rules that are most commonly applied in cross-border commercial disputes. They also will have to prove their ability to make connections between different legal issues, including through practical examples, to apply the acquired knowledge to solve practical problems in the context of matters covered in the course, and to correctly use legal language.
The final written test is administered 6 times a year during the official exam sessions and requires online UNIMIA registration.
END-OF-COURSE INTERIM TESTS
Students will be given the opportunity to sit for two end-of-course interim tests, in the form of multiple-choice tests and/or semi-structured questions, in order to prove the acquisition of the competence required to pass the exam, with regard to the relevant part of the program covered.
The first interim test will be sat at the end of the first teaching unit or during the second teaching unit; the second will be sat at the end of the second teaching unit or during the first official exam session. In all cases online UNIMIA registration is required.
Only students who have passed the first interim test are eligible to take the second.
EVALUATION
The final mark is expressed in 30/30 and is calculated considering a) the grade obtained by the student in the final exam, or b) the arithmetic mean of the grades obtained in the two interim tests, provided that both are sufficient.
IMPORTANT: Information regarding the practical organisation of the official written exams and the interim tests will be given in class and via MyAriel.
Professor(s)