Michael Bridge

Michael Bridge

Email: M.G.Bridge@lse.ac.uk
Administrative support: Karen Williams
Room: New Academic Building 6.21
Tel.: 020-7955-6255

Michael Bridge was an undergraduate and postgraduate student at LSE before starting his academic career. Before coming to the LSE in 2007, he held chairs in law at McGill University, the University of Nottingham and UCL, and was Dean of the Faculty of Laws at UCL. He has been a visiting professor at the Universities of Leeds, Malaya, Hong Kong, Melbourne, Sydney and Auckland and at Monash University. In 2013, he was elected a Fellow of the British Academy. 

Research Interests

Secured transactions, international and domestic sale of goods, uniform law, private international law, comparative private law, personal property law.

   
External Activities
  • Qualified barrister and former Director of Legal Research (part-time), Norton Rose Solicitors

  • Adviser to the UK Department of Trade and Industry on the Draft Rome I Regulation 2006-

  • Member of UK Government Department of Trade and Industry Working Group on the Registration of Company Charges (The Company Law Review Steering Group) 2001

  • European Civil Code Study Group, Subject Advisor to Working Groups on Security (Chair: Professor Drobnig) and Transfer of Title to Movables (Chair: Professors Posch and Lurger) (see www.sgecc.net) 2001-

  • Member of Working Group on Property/Trust/Securities (Trento Project on EC Common Core of Private Law) 1997-

  • Member of the Second Commission on European Contract Law (Director: Professor O Lando, University of Copenhagen) 1993-97; and of the Third Commission on European Contract Law (Joint Directors: Professors O Lando and R Zimmermann) 1997-2001

  • Member of the CISG (UN Convention on the International Sale of Goods) Advisory council; rapporteur for the Opinion on Consequences of Avoidance of the Contract (draft)

  • Visiting Professor at the University of Hong Kong and the National University of Singapore (2008); Visiting Professor at the Institute of Maritime Law, Tulane University (2009)

 

Teaching

Books  

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.

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

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.

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.

Benjamin's Sale of Goods (General editor 2007-). 8th edition (Sweet & Maxwell : 2010)

'A one stop source to all the elements, principles, legislation and case law surrounding sale of goods not just in the UK but internationally, Benjamin's Sale of Goods has firmly established itself as the only title you need on sale of goods. '

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)

The International Sale of GoodsThis 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.

International Sale of Goods in the Conflict of Laws (with James Fawcett and Jonathan Harris) (Oxford University Press 2005)

International Sale of Goods in the Conflict of LawsThis 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.

Personal Property Law (London 1993, Blackstone), (2nd ed, London 1996, Blackstone), (3rd ed Oxford University Press, 2002, Clarendon)

Personal Property LawThis 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.

Cross-Border Security and Insolvency (Oxford University Press, 2001) (Editor, with R Stevens)

Cross-Border Security and InsolvencyThis 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.

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)

 
Selected articles
and chapters in books
 

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.

'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.

'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.

'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.

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

Contract Damages - book coverThis 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. 

'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.

'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 - coverLandmark 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.

'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. 

'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) 

Company ChargesThis 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

'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 - coverCommercial 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.

'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)

Security Rights in Movable Property in European Private LawFor 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.

'What Is To Be Done about Sale of Goods?' (2003) 119 Law Quarterly Review 173

Discusses the history of sale of goods legislation and the draft Sale and Supply of Goods to Consumers Regulations to implement European Parliament and Council Directive 1999/44. Criticises the draft Regulations for widening the gap between provisions on consumer sales and provisions of general application. Calls for a separate consumer sales statute.

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)

Commercial law - coverThis 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.

'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)

Vulnerable Transactions in Corporate InsolvencyThis 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.

'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.

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)
 

 

Reports / discussion papers

EU Commission Study, 'Contracts and Contractual Security Interests in Property' (with U Drobnig, C von Bar and others 2004)