Benjamin's Sale of Goods 9th
edition (Sweet & Maxwell : 2014) (General editor 2007-; specialist editor,
chapters 3-8 of current edition)
First Annual Supplement to 7th ed 2008, 155 and xxvii pp; Second Cumulative
Supplement to 7th ed 2009, 280 and xxvii pp.
Eighth edition (2010), 2576 + cclxxvi pp; First Annual Supplement to 8th ed
(2012) 159 + xxxii pp; Second Cumulative Supplement to 8th ed (2013) 284 + xliii
pp
Ninth edition (2014), 2652 +ccxcviii pp; Special Supplement on the Consumer
Rights Act 2015 (with S Whittaker) (2015), 222 + xxvii pp; Cumulative Supplement
to 9th edition (2016), 430 + xliii pp.
Benjamin’s Sale of Goods provides practitioners with comprehensive advice on
case law and legislation regarding sale of goods in the UK and globally. Part of
the Common Law Library, this title has established itself as the premier
publication on sale of goods and is frequently cited in court due to its depth
and coverage.
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The Sale of Goods (3rd ed., Oxford University Press
2014)
This book provides a systematic analysis of the law of sale of goods with
reference to UK and Commonwealth authorities and relevant UK and EU legislation.
With particular clarity of expression the work covers fully content,
interpretation, and performance issues relating to sale of goods agreements.
Aspects of consumer law are dealt with where relevant as are issues such as
recoverability of damages, currency and interest.
Since the last edition there has been a substantial flow of new case law which
include the following selected group: Yearworth (on body fluids);
Gammasonics (software); VFS Financial Services and Welcome
Financial Services (on Part III of the Hire Purchase Act); Great Elephant
(on a seller's s 12 liability); Force India Formula One (s.12 and
recovery of money on a failure of consideration); The Mercini Lady (on
risk and durability); damages decisions in the wake of The Achilleas;
Kulkarni and Wincanton (on the passing of property); Samarenko
(on making time of the essence); Brewer (description); McDonald
(on examination and satisfactory quality); Lowe (Part 5A of the Sale of
Goods Act); case law under the Consumer Protection from Unfair Trading
Regulations 2008. All of these, and others, are given full treatment in this new
edition. There is also a full treatment of the 2008 regulations on cancellation
of contracts.
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The Law of Personal Property (with L Gullifer, G McMeel
and S Worthington) (Sweet & Maxwell, 2013)
This is a major
work on a difficult and elusive subject that is profoundly important in modern
commercial law. It deals with legal and equitable interests in personal
property. The creation, loss and enforcement of those interests are discussed in
great detail. Personal property, essentially everything that is not land, covers
tangible items such as ships and books but also paper, such as bills of exchange
and also intangible items, such as debts and intellectual property rights.
Conflict of laws issues are also considered at length, along with security and
insolvency aspects of personal property
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The International Sale of Goods (3rd edition, Oxford
University Press
2013)
This new edition of the leading authority on international aspects of sale of goods provides clear, comprehensive and detailed analysis of the subject. The unique dual coverage of contracts under English law and the CISG is a valuable benefit for those interested in all types of sale of goods contracts, including the sale of commodities such as grain and oil. The detailed commentary provides analysis on decided cases as well as on standard form contracts which represent evolving trade practice.
In addition to matters of contract law, the book considers relevant property law, most notably addressing those issues arising out of the use of documents of title, such as marine bills of lading. The rights and duties of buyer and seller are explained in depth, and the relationship of sale contracts to other contracts, such as charter parties and letter of credit contracts, is rigorously examined. The book deals with issues of frustration and force majeure, the passing of property and risk, and remedies.
New to this edition are three separate chapters on the UN Convention on the International Sale of Goods (CISG) covering formation, performance and remedies for non-performance of the contract.
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The Law of Security and Title-Based Financing (with H
Beale, L Gullifer and E Lomnicka) (Oxford University Press, 2nd edn, 2012), lxiv
+ 821pp
Personal property security is an important subject in
commercial practice, as it is the key to much of the law of banking and sale.
This second edition has been fully updated and expanded to cover all important
issues and changes within this highly complex area of law. It explains
traditional methods of securing debts (such as mortgages, charges, and pledges)
on property other than land, describing how these are created, how they must be
registered (or otherwise 'perfected') if they are to be valid, the rights and
duties of the parties, and how the security is enforced if the debt is not paid.
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The International Sale of Goods (Oxford University Press,
1999) (translated into Chinese and published by China Law Press
2004), Oxford University Press, 2nd ed 2007)
This
book deals with international sales of goods and covers
contracts governed by English law and contracts governed by
the United Nations Convention on the International Sale of
Goods. It deals with contract issues as well as with
property matters and most notably addresses those issues
arising out of the use of documents of title, such as marine
bills of lading. In addition to the rights and duties of
seller and buyer, there is substantial material on bankers'
documentary letters of credit. The book not only includes
commentary on decided cases, but also with standard form
contracts which represent evolving trade practice. It aims
to be an authoritative work and to offer a thorough and
detailed analysis of extensive case law. The text also aims
to give the reader a contextual understanding of the trading
world in which international sales occur. New to this
edition is commentary on the Contracts (Rights of Third
Parties) Act 1999 as well as discussions on conflict of
laws, the construction of commercial contracts and
electronic documentation. The documentary letters of credit
and the UN Convention on the International Sale of Goods are
given extensive treatment in this edition.
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International Sale of Goods in the Conflict of Laws (with
James Fawcett and Jonathan Harris) (Oxford University Press 2005)
This
book is the first one in English to focus in depth upon the
private international law problems raised by the sale of
goods. It begins with the substantive law and practice, and
uses this as the basis for a comparative and critical
discussion of the private international law issues. Examples
of the typical obligations of the buyer and seller are also
provided. International Sale of Goods in the Conflict of
Laws is a strong new addition to the Oxford Private
International Law Series and covers everything from torts to
e-commerce.
Contracts of sale with a cross-border element are an
everyday occurrence and one which is becoming ever more
common with the advent of modern communications technology.
For example, where, for jurisdictional purposes, is the
place or performance of the obligation to pay for goods?
Where software is sold over the Internet, is this a sale of
goods contract and, if so, where are the goods delivered?
Foreign judgments as to title raise complex questions as to
enforcement, recognition and res judicata. As regards choice
of law, sales-specific problems arise to a large extent from
the interaction of contractual obligations and title matters
which are central to the sale contract and the complex
characterisation questions which ensue. They arise from the
enactment in many countries of the Vienna Convention, from
the complex inter-relationship between buyer, seller and
third parties and from sales-specific domestic legislation
which may be mandatory irrespective of the applicable law.
The book is concerned not only with contractual disputes
that can arise out of the international sale of goods but
also with torts, such as conversion and negligent
misstatement, that can arise out of this type of contract.
Restitutionary and proprietary claims can also arise.
Special attention is paid to both the jurisdictional and
choice of law problems that occur in cases of business to
business e-commerce.
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Personal Property Law (London 1993, Blackstone), (2nd ed,
London 1996, Blackstone), (3rd ed Oxford University Press, 2002,
Clarendon) (4th ed Oxford University Press, 2015, Clarendon)
This
new addition to the Clarendon Law Series offers an
authoritative and concise introduction to personal property
law. Ideal for those coming to the subject for the first
time, it provides a succinct but comprehensive overview of
the subject. Written by a significant figure in the field,
this clear and critical account of the principles of
Personal Property Law will also be of interest to academics.
Providing a definition of personal property law, the
author demonstrates why an understanding of the principles
of personal property is important. In defining the various
types, he discusses the common law interests (ownership and
possession) and in the process deals with the proprietary
characteristic of bailment. There is also an outline
discussion of equitable interests.
Michael Bridge describes the means by which the common
law protects interests in personal property, and discusses
the ways in which interests are conveyed at common law. He
examines the rule of 'nemo dat quod non habet' with its
various exceptions, and in treating the assignment of
choices in action compares it with negotiability. Finally,
there is an introduction to security over personal property
in the form of lien, pledge, charge, and mortgage. Important
changes since the first edition include the Sale of Goods
(Amendment) Act 1995 and the Treasure Act 1996.
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Cross-Border Security and Insolvency (Oxford University
Press, 2001) (Editor, with R Stevens)
This
volume analyzes the legal and practical issues that arise in
cross-border transactions involving the taking and
enforcement of security over movable and intangible
property. Having analyzed the domestic law of security in
the UK, US, France and Germany, it then focuses upon the
private international law and insolvency law issues.
Contributions come from leading legal, insolvency and
banking specialists drawn from the relevant jurisdictions,
providing a comparative perspective on each topic discussed.
Coverage includes a focused, practical, case-study plus
input from banking and insolvency professionals.
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Palmer's Company Law (London 1992 to date, Sweet & Maxwell)
(Editor, with GK Morse and others), Chapters 6.8, 13.0, 13.1 and
13.3 (Mortgages of shares and company charges) (with releases at
triannual intervals to date), also published as Palmer's Corporate
Insolvency (eds P Davies, IF Fletcher, D Bennett and MG Bridge)
The Companies Act: Text and Commentary (with GK Morse and
others) (London 1990, Sweet & Maxwell)
Sale of Goods (Toronto and Vancouver 1988, Butterworth's)
Recovery of Damages for Loss of Future Earnings (with PPC
Haanappel and PA Crépeau) (Quebec Research Centre for Private and
Comparative Law 1987)
Sales and Sale Financing in Canada (with FH Buckley) (Toronto
1981, Carswell & Co)
'Debt Instead of Damages' to be
published in a collection edition by L DiMatteo (Cambridge University Press,
2017) [FORTHCOMING]
'Certainty, Identification and
Intention in Personal Property Law' to be published in a collection edited
by J Penner and P Davies (Hart Publishing 2016/17) [FORTHCOMING]
'Secured Credit Legislation:
Functionalism or Transactional Co-Existence' (accepted for a collection
edited by O Akseli and S Bazinas, Hart Publishing March/April 2017)
[FORTHCOMING]
'Good Faith, the Common Law and the
CISG' (accepted for publication in the April 2017 issue of the Uniform Law
Review) [FORTHCOMING]
'Consequences of Avoidance of the
Contract under the CISG', in Unidroit (ed), Eppur Si Muove: The Age of
Uniform Law (Unidroit 2016), Vol 2, pp 1717-33
'Remedies and Damages', in L
DiMatteo, A Janssen, U Magnus and R Schulze (eds), International Sales Law
(Beck/Hart/Nomos, 2016), pp. 529-86
'Risk of Loss', in L DiMatteo, A
Janssen, U Magnus and R Schulze (eds), International Sales Law
(Beck/Hart/Nomos, 2016), pp. 635-64
'Insolvency', in A Burrows (ed),
Principles of English Commercial Law (Oxford University Press 2015, pp.
353-419
'Markets and Damages in Sale of
Goods Cases' (2016) 132 Law Quarterly Review 405-426
'The Nature of Assignment and
Non-Assignment Clauses' (2016) 132 Law Quarterly Review 47-67
'Freedom to Exercise Contractual
Rights of Termination' in L Gullifer and S Vogenauer (eds), English and
European Perspectives on Contract and Commercial Law (Hart, 2014),
pp.87-104.
'The CISG and the Unidroit
Principles of International Commercial Contracts' (2014) 19 (4) Uniform
Law Review pp.623-4 (published
electronically on 10 November 2014)
M Bridge and J Braithwaite,
'Private Law and Financial Crises' (2013) 13(2) Journal of Corporate Law
Studies 361-399.
Regulation has been at the centre of the financial debate since the global financial crisis, but a full appreciation of the lessons of the crisis also requires account to be taken of private law. This article begins by considering the overlapping functions of private law in the financial markets, including its capacity to address the unprecedented and complex problems that arise during crises and their aftermath. Focusing on the role of property law in insolvency proceedings, we use four case studies to evaluate the wider implications of this function of private law. Our research suggests that the use of private law to manage the fall-out to the recent crisis has come at a price, which is the impact on a number of fundamental legal principles that underpin the markets. We conclude that the continued robustness of private law requires a more proactive approach from various constituencies.
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'Insolvency' in A Burrows (ed), English Private Law
(3rd edn, Oxford University Press 2013), ch 19
'An English Lawyer looks at American Contract Law' in FH
Buckley (ed.) The American Illness Essays on the Rule of Law (Yale
University Press, 2013), pp.291-311
'Contract Damages under the United Nations Convention on the
International Sale of Goods: Loss and Compensation' (2013) 4 European Journal
of Commercial Contract Law pp.77-90
'The Assignment of Contractual Rights in English Law and
the Unidroit Principles', in Festschrift für Willibald Posch, Őffnung und
Wandel – Die internationale Dimension des Rechts II (LexisNexis 2011),
pp.89-100.
'Curing a Seller’s Defective Tender or Delivery in Commercial
Cases', in A Büchler and M Müller-Chen, Private Law[:]
national-global-comparative (Festchrift für Ingeborg Schwenzer) (Stämpfli
Verlag AG Bern 2011), pp.221-35
'Articles 81-84', in S Kröll, L Mistelis and M del P Perales
Viscasillas (eds), The United Nations Convention on Contracts for the
International Sale of Goods (Beck/Hart/Nomos 2011), pp. 1108-49
'Avoidance for fundamental breach of contract under the UN Convention on the International Sale of Goods.'
I.C.L.Q. 2010, 59(4), 911-940
This article deals with the avoidance of contracts for
non-performance under the United Nations Convention on the International
Sale of Goods 1980, which has been adopted by more than 70 States, though
not yet by the United Kingdom. It critically analyzes the text of the
Convention, and measures the contributions of national courts for fidelity
to the text of the Convention and compatibility with the purposes served by
that text.
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'Security financial collateral transfers and prime broker
insolvency'. L. & F.M.R. 2010, 4(2), 189-193.
This article deals with the consequences of a prime
broker’s insolvency in the case of a security financial collateral
arrangement. In Re Lehman Brothers International (Europe), Briggs J
had to deal with the proprietary rights of a custody client in respect of
securities initially transferred to a prime broker and securities
substituted for those original securities by the prime broker. In addition,
issues arose as to the prime broker’s beneficial ownership of cash generated
by securities after the prime brokerwent into administration and as to
whether a duty on the part of administrators to account to the custody
client for that cash was an expense of the administration.
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'The Proprietary Aspects of Assignment and Choice of Law'
Law Quarterly Review 2009, 125 (Oct) , 671-698.
Discusses the proprietary aspects of assignment and choice
of law, looking at Regulation 593/2008 (Rome I) to transpose the Convention
on the Law Applicable to Contractual Obligations 1980 (Rome Convention)
art.12 relating to the choice of law rules applicable to the assignment of
debts. Highlights the importance of the Court of Appeal decision in
Raiffeisen Zentralbank Osterreich AG v Five Star General Trading LLC (The
Mount I) on whether a deed of assignment of a marine insurance clause
containing express choice of English law was governed by English law where
the insurers were French. Considers issues of assignment and property.
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Bridge, Michael G. (2011) Articles 81-84. In: Kroll, S. and
Mistelis, L. and Del Pilar Perales Viscasillas, M., (eds.) The United Nations
Convention on Contracts for the International Sale of Goods. CH Beck,
Munich/ Hart Publishing Ltd., Oxford , pp. 1108-1149. ISBN 9783406584169 (Beck);
9781849461709 (Hart)
'The Assignment of Receivables in English Law' (to be
published in a collection edited by E-M Kieninger and H Sigman, for Sellier
2009) [FORTHCOMING]
'The Market Rule of Damages Assessment' in D Saidov and R
Cunnington (eds), Contract Damages : Domestic and International Perspectives
(Hart Publishing 2008), pp.431-58
This
book is a collection of essays examining the remedy of contract damages in the
common law and under the international contract law instruments such as the
Vienna Convention on Contracts for the International Sales of Goods and the
UNIDROIT Principles of International Commercial Contracts. The essays, written
by leading experts in the area, raise important and topical issues relating to
the law of contract damages from both theoretical and practical perspectives.
The book aims to inform readers of current developments, problems, trends and
debates surrounding contract damages and reflects an ongoing dialogue on damages
among representatives of common law, civil law, mixed and trans-national legal
systems. The general issues addressed in the collection include the purpose and
scope of damages, the measures of damages, recoverability of losses, methods of
limiting damages and the assessment of damages. A special emphasis is placed on
the examination of the role of gain-based damages, the meaning and definition of
loss, the recoverability of damages for injury to business reputation, the
recoverability of legal fees, the rules of mitigation and foreseeability, the
dilemma between the 'abstract' and 'concrete' approaches to the calculation of
damages and the relationship between changes in monetary value and the
assessment of damages.
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'The Scope and Limits of Security Interests' [2008]
European Company and Financial Law Review 180-214 (Special Volume: The
Future of Secured Credit in Europe)
The New Oxford Companion to Law (2nd ed 2008, P Cane and J
Conaghan) ('possessory security'and 'sale of goods')
'Clearing Houses and Insolvency' (2008) 2 Law and Financial
Markets Review 418-21
The International Air Transport Association clearing house
scheme, judged by the House of Lords in British Eagle International Airlines
Ltd v Cie Nationale Air France to offend fundamental insolvency principles,
has now been held by the Australian High Court in International Air Transport
Association v Ansett Holdings Ltd, reversing the court below, to be
compliant with insolvency law as a result of amendments made to the scheme in
the wake of British Eagle. The decision in Ansett Holdings repays
close attention for what it has to say about clearing houses and netting
schemes.
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'Compensation for Commercial Agents in the House of Lords'
(2008) 4 European Review of Contract Law 31-39
In one of the earliest cases on the Commercial Agents (Council
Directive) Regulations 1993, Staughton LJ made mention of the belief that
'commercial agents are a down-trodden race'entitled to protection from their
principals. Down-trodden or not, they receive protection from the Regulations in
the form of compensation when their agencies are terminated. The choice of an
appropriate and predictable measure of compensation has proved elusive in the
English courts because English courts have had to apply the Regulations without
quite understanding the rational basis underpinning the protection afforded to
commercial agents. Commercial agents are intermediaries between their principals
and their principals' business partners, but the Regulations treat them as
integral to their principals' businesses. Are commercial agents therefore
entitled to compensation on the basis that they are quasi-employees, or are they
in some inchoate way quasi-equity-participants in their principals' businesses?
Are they being compensated for loss or are they recovering gains that their
principals should not retain? The answers to these questions are clearer now
that the House of Lords in Lonsdale v Howard & Hallam Ltd has
authoritatively laid down the standard for calculating compensation for
commercial agents.
'Clearing Houses and Insolvency in Australia' (2008) 124
Law Quarterly Review 379-84
'Choice of Law and the CISG: Opting In and Opting Out', in R
Brand, H Flechtner and M Walter (eds), Drafting Contracts Under the CISG
(Oxford University Press, 2008), pp.65-101
The CISG is the United Nations Convention on Contracts for the
International Sale of Goods; a treaty ratified by about 70 countries that
provides a uniform international sales law. The occasion of the CISG's 25th
anniversary signals something extremely significant in the world of
international commercial law: the true coming of age of the CISG, as evidenced
by (and as a result of) several thousand available court and arbitration
decisions world-wide applying the CISG. To celebrate this occasion, in November
2005, a conference was organized by the University of Pittsburgh's Center for
International Legal Education and the United Nations Commission on International
Trade Law (UNCITRAL). This publication brings together the intellectually
sophisticated yet extremely practical and original contributions written by
leading CISG scholars from around the globe and practitioners experienced in
dealing with the CISG. Included are 140 sample clauses, a complete model sales
agreement, and contextual analysis of contract drafting issues.
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'The Transfer of Risk under the UN Sales Convention' in CB
Andersen and U Schröter (eds), Sharing International and Commercial Law
across National Boundaries (Wildy, Simmonds and Hill, 2008), pp.77-104,
translated into Turkish in YM Atamer (ed), Mılletlerarasi Satim Hukuku (LEVHA
2008)
'Description and the Sale of Goods: The Diana Prosperity' in C
Mitchell and P Mitchell eds), Landmark Cases in the Law of Contract (Hart
Publishing, 2008), pp.321-49
Landmark
Cases in the Law of Contract offers twelve original essays by leading contract
scholars. As with the essays in the companion volume, Landmark Cases in the Law
of Restitution (Hart, 2006) each essay takes as its focus a particular leading
case, and analyses that case in its historical or theoretical context. The cases
range from the early eighteenth- to the late twentieth-centuries, and deal with
an array of contractual doctrines. Some of the essays call for their case to be
stripped of its landmark status, whilst others argue that it has more to offer
than we have previously appreciated. The particular historical context of these
landmark cases, as revealed by the authors, often shows that our current
assumptions about the case and what it stands for are either mistaken, or
require radical modification. The book also explores several common themes which
are fundamental to the development of the law of contract: for instance, the
influence of commercial expectations, appeals to 'reason' and the significance
of particular judicial ideologies and techniques.
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'Insolvency' in A Burrows (ed), English Private Law
(2nd edn, Oxford University Press 2007), ch 19, pp.1443-1526
Following its publication in 2000, this work quickly
established itself as a key point of reference on English private law for
lawyers in the UK and throughout the world. The book acts as an accessible first
point of reference for practitioners approaching a private law issue for the
first time, whilst simultaneously providing a lucid, concise and authoritative
overview of all the key areas of private law. Each section is written by an
acknowledged expert, using their experience and understanding to provide a clear
distillation and analysis of the subject.
This new edition includes all the recent developments since the
publication of the first edition and the two supplements, the last of which
published in 2003. It has also been expanded to include coverage of a number of
key areas that were previously not addressed, including insurance, banking,
carriage of goods by land and air and equitable wrongs. In addition, the
chapters on general property law and civil procedure have been restructured as
to make the underlying principles more readily accessible.
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'Sale of Goods in Scotland – A Second Tender' [2007]
Journal of Business Law 813-18
'Cross-Border Security over Tangibles: England and Wales'in
E-M Kieninger and H Sigman (eds), Cross-Border Security over Tangibles (Sellier,
2007), pp.125-57
As cross-border trade and cross-border financing continue to
increase while security rights over tangible property are governed by the law of
the place where the moveable is situated, comparative knowledge of national
secured transactions law is crucial for everyone using security rights over
tangibles in a cross-border context. This book provides an in-depth examination
of the key issues that arise when security rights are created, perfected and
enforced in different European countries. Authored by experts on German,
English, Dutch, French, Belgian, Italian and Spanish law, the national reports
use practical cases and highlight differences and similarities. A special focus
is placed on the way in which national courts deal with security interests
created elsewhere. A comprehensive introductory chapter analyzes significant
secured transactions issues, summarises the comparative data and compares them
with Art. 9 of the Uniform Commercial Code (U.S.) and suggests guiding
principles for a European harmonization measure or national reform efforts. The
book will assist market participants and their counsel to better understand
secured transactions law and relevant private international law rules of their
own and other countries and assist those involved in national, EU and global law
reform efforts.
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'A Law for International Sale of Good7' (2007) 37 University of
Hong Kong Law Journal 17
'Issues Arising under Articles 64, 72 and 73 of the United Nations
Convention on Contracts for the International Sale of Goods' (2006)
25
Journal of Law and Commerce 405
'The Law Commission's Proposals for the Reform of Corporate Security
Interests' in J Getzler and J Payne, "Company Charges: Spectrum
and Beyond" (Oxford University Press 2006)
This
volume draws together the views of some of the most eminent
figures in corporate law and finance regarding the law on
fixed and floating charges. The focus for the book is the
litigation in the case of Spectrum Plus, which culminated in
a House of Lords judgment in June 2005 ([2005] UKHL 41).
This decision has important commercial implications, not
only for the parties in the case but also for the business
community at large, including banks and other lenders, and
practitioners in corporate finance and insolvency. The
litigation also raises important juristic questions
regarding the fixed/floating charge divide such as the
theoretical basis for that divide, how the divide is
determined, why it exists at all and whether it ought to be
maintained as a coherent doctrine and a beneficial policy.
The decision also has important ramifications in both
security law and insolvency law and it provides a challenge
to some of our most basic conceptions of freedom of contract
and the assignability of rights and assets in law and
equity.
These issues, amongst others, are explored by the
contributors to this book. The contributors include Gabriel
Moss, who was one of the QCs involved in the Spectrum
litigation, Sir Roy Goode, Michael Bridge, John Armour,
Robert Stevens, Sarah Worthington, Julian Franks and Oren
Sussman, Jenny Payne and Louise Gullifer, Philip Wood,
Joshua Getzler, Look Chan Ho, and Nicholas Frome and Kate
Gibbons
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'Do We Need a New Sale of Goods Act?' in J Lowry and L Mistelis
(eds), Commercial Law: Perspectives and Practice (Butterworths LexisNexis 2006)
Commercial
Law: Perspectives & Practice features innovative
contributions from today's top commercial lawyers looking at
the future direction of commercial law.
Unique and with a strong practical focus, the book
contains authoritative and wide-ranging commentary on
commercial law from esteemed experts in the field. Including
contributions on commercial topics from arbitration to
security, and from contract to tax avoidance, its UK focus
is complemented by penetrating global comparisons.
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'A comment on 'Towards a universal doctrine of breach – The impact
of the CISG,' by Jurgen Basedow' (2005) 25 International Review
of Law and Economics 501
'Doubting Good Faith' [2005] New Zealand Business Law Quarterly 426
'Innocent Misrepresentation in Contract' [2004] Current Legal
Problems 277
The report on English law, in of a series of national reports on a
questionnaire prepared for the Trento Common Core of European
Private Law Project on Property/Trusts/Security), and 'How Different
Is the English Law of Security from US Law?', in E-M Kieninger, Security Rights in Movable Property in European Private Law
(Cambridge University Press August 2004)
For
every transnational lawyer, it is vital to know the
differences among national secured transactions law.
Since the applicable law is determined by the place
where the collateral is situated, it may change when
movables are brought from one state to another.
Introductory chapters from comparative lawyers set the
scene for this topic. The book presents a survey of the
law relating to secured transactions in all member
states of the European Union. Following the Common Core
Approach the national reports are centred around 15
hypotheticals dealing with the most important issues of
secured transactions law such as the creation of
security rights in different business situations, the
relationship between debtor and secured creditor, the
nature of the creditor's rights and their enforcement as
against third parties. Each case is followed by a
comparative summary. A general report evaluates the
possibilities of European harmonisation in the field of
secured transactions.
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'What Is To Be Done about Sale of Goods?' (2003) 119 Law
Quarterly Review 173
Commentary on Articles 1-13 and 78 of the UN Sale Convention
1980, in F Ferrari, H Flechtner and RA Brand (eds), The Draft
UNCITRAL Digest and Beyond (Sellier, Munich 2003)
'The Evolution of Common Law in the United Kingdom and the Influence
of European Law', in L Perret and A-F Bisson, Evolution des
Systèmes Juridiques et Commerce International/The Evolution of Legal
Systems, Bijuralism and International Trade (Wilson & Lafleur,
Montreal 2003)
'Documents and Contractual Congruence in International Trade', in S
Worthington (ed), Commercial Law and Commercial Practice (Hart Publishing 2003)
This
edited collection brings together leading scholars and
practitioners from various jurisdictions with essays and
commentaries co-ordinated around the theme of alignments and
misalignments between commercial law and commercial practice.
The purpose of the book is to prompt a more critical and
constructive reassessment of current commercial law and its
practices, and to instigate a more fruitful dialogue between
academics, judges, law reformers and practitioners.
The result is a series of provocative and challenging essays
addressing an enormous range of problems that are of intimate
concern to commercial practice. Some essays focus on broad
themes, such as globalization and trust. Others address more
specific issues, such as contract interpretation or constraining
modern management. Yet another group targets special problems,
such as dematerialisation or super-priority, in order to assess
the success of commercial law in meeting commercial demands. The
depth and breadth of issues addressed is a credit to the
authors. Taken as a whole, the volume makes some pointed
suggestions for improving the practices and processes, and
indeed the future progress, of commercial law.
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'Uniformity and Diversity in the Law of International Sale' (2003)
15 Pace International Law Review 55
'Collectivity, Management of Estates and the Pari Passu
Rule in Winding-Up', in J Armour and H Bennett (eds), Vulnerable
Transactions in Corporate Insolvency (Hart Publishing 2003)
This
book examines powers and remedies available to a
liquidator or administrator that render 'vulnerable' the
company's prior contractual commitments or proprietary
dispositions so as to enhance the asset pool available
to creditors. In the process,the book does two things.
First, it offers comprehensive accounts of the relevant
causes of action: undervalue transactions, preferences,
late floating charges, unregistered charges,
transactions defrauding creditors, gratuitous corporate
transactions and post-petition dispositions in
liquidation. Secondly, it seeks to raise issues about
the context and purpose of these causes of action, many
of which have not yet been fully explored in the case
law or academic literature. These are considered through
a discussion of their relationship to the pari passu
principle; a restitutionary analysis of the remedial
provisions; and issues arising specifically in
cross-border and international insolvency proceedings.
The book is thus a source of reference both for
insolvency litigators and for transactional lawyers
seeking advice on potential vulnerability. The thematic
approach and rigorous analysis will also make it of
interest to an academic readership.
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'The Future of English Private Transactional Law' [2002] Current Legal Problems
191, also published at [2003] Europa E
Diritto Privato 87
'The English Law of Real Security' [2002] European Review of
Private Law 483, also published at L Vacca (ed), La garanzia
nella prospettiva storico-comparatistica (Torino 2003, G
Giappichelle)
The subject of security
over movable property is rightly seen as belonging to
the core of activities dealing with the harmonisation
and unification of European private law. The current
differences in the laws of Member States of the European
Union inhibit the free movement of capital and delay the
completion of the internal market. English law is widely
considered as sympathetic to secured credit and has
therefore facilitating the making of loans to industry
and commerce. In this article, the author emphasises the
ease and simplicity with which a creditor can take
security, drawing attention to the celebrated floating
charge. He points to the current failure of English law
to subscribe to the functional policies underpinning
article 9 of the American Uniform Commercial Code (so
influential in the model law drafted for the European
Bank for Reconstruction and Development). Finally, he
draws attention to the way English law focuses on
freedom of contract between secured creditor and debtor,
refusing to take account of distributional (or third
party) considerations. Change, however, is in the air.
The Privy Council has recently imposed controls over the
taking of fixed security and the creditor's selfhelp
remedies are under threat from proposed legislative
change.
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Part of Introduction and 'Article 4 and the Right of Redress', in S
Grundmann and M Bianca (eds), EU Sales Directive[:] Commentary
(Intersentia 2002) (published also in German as EU-Kaufrechts-Richtlinie
(Verlag Dr Otto Schmidt Köln 2002) and in French as La Directive
communautaire sur la vente) (Bruylant Brussels/LGDJ Paris 2004))
'The Contracts (Rights of Third Parties) Act 1999' (2001) 5
Edinburgh Law Review 85
'The UK Sale of Goods Act, the CISG and the Unidroit
Principles of International Commercial Contracts', in P Sarcevic and
P Volken, The International Sale of Goods Revisited (Kluwer 2001)
'English Conflicts Rules for Transfers of Movables: A Contract-Based
Approach?', in Cross-Border Security and Insolvency (Oxford University Press, 2001) (ed MG Bridge and R Stevens)
'Insolvency' in P Birks (ed), English Private Law (Oxford
University Press 2000), Volume 2, updated 2003 and 2004)
