Procurement Law and Contract Interpretation

Curriculum guideline

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Course
BLAW 4720
Discontinued
No
Course code
BLAW 4720
Descriptive
Procurement Law and Contract Interpretation
Department
Business Law
Faculty
Commerce & Business Administration
Credits
3.00
Start date
End term
202130
PLAR
No
Semester length
15 weeks
Max class size
35
Contact hours

Weekly Distribution:

  • Lecture: 3 hours
  • Seminar: 1 hour
  • Total: 4 hours
Method(s) of instruction
Lecture
Seminar
Learning activities

Lectures, seminars, videos, analysis of legal issues, discussion of legal cases, case assignments, and/or group activities.

Course description
This course will expose students to current Canadian legal approaches concerning the interpretation of written contracts, including with respect to specific, common contractual clauses. Students will also gain a strong understanding of the Canadian law of procurement, including duties owed by each of the parties in competitive bidding processes and how such duties have evolved over time. Furthermore, students will develop basic skills regarding the drafting of commercial contracts. In addition to traditional textbook readings, students will be expected to read and discuss numerous critical court decisions relevant to the interpretation of contracts and to procurement law. Students who have already received credit for BUSN 4720 will not get further credit for this course.
Course content

1. Contractual Interpretation

  1. Objective and subjective intentions of parties
  2. Custom and usage
  3. Good Faith
  4. Conduct of parties
  5. Contra proferentum
  6. Ejusdem generis
  7. Parol Evidence Rule
  8. Use of recitals and defined terms
  9. Implied terms
  10. Rectification
  11. Estoppel
  12. Interpretation of particular categories of clauses, including Best Efforts, and Commercially Reasonable Efforts

2. Procurement Law

  1. Forms of Competitive Bidding
    1. Tenders
    2. Requests for Proposals
    3. Calls for Expressions of Interest (EOI)
    4. Two stage procurement (ie with EOI, Requests for Qualifications, etc.)
  2. Obligations of the parties
    1. Duty of fairness
    2. Disclosure obligations
    3. Consideration of non-compliant bids (including use of Rectification clauses)
  3. Specific clauses
    1. Privilege clauses
    2. Discretion clauses
    3. Exclusion and limitation clauses
    4. Negotiation clauses
  4. Public procurement
    1. Canadian Free Trade Agreement
    2. New West Partnership Procurement Agreement
    3. North American Free Trade Agreement
    4. Canada-European Union Comprehensive Economic and Trade Agreement
    5. Rights and obligations arising under example statutes

3. Drafting Contracts

Learning outcomes

At the end of this course, successful students will be able to:

  • Describe the key components of the Canadian law of competitive procurement, including commonly used forms of procurement;
  • Identify critical contractual clauses commonly used in procurement documents;
  • Explain the effect of prominent court decisions with respect to the evolution of Canadian procurement law;
  • Recount the obligations of the parties in a competitive procurement context;
  • Demonstrate knowledge of particular treaties and statutes that are applicable to the Canadian law of public procurement;
  • Describe common approaches used by Canadian courts in interpreting commercial contracts, including with respect to specific categories of common contractual clauses;
  • Explain the importance of the notion of good faith in Canadian contract law; and
  • Draft basic, unambiguous commercial contracts.
Means of assessment
Term Examination(s) (1-2) 25-40%
Drafting Assignment(s)                          20-30%
Participation 5-15%
Final Examination 25-35%
 

100%

Students may conduct research as part of their coursework in this class. Instructors for the course are responsible for ensuring that student research projects comply with College policies on ethical conduct for research involving humans, which can require obtaining Informed Consent from participants and getting the approval of the Douglas College Research Ethics Board prior to conducting the research.

 

Textbook materials

Hall, Geoff R., Canadian Contractual Interpretation Law, Latest edition (LexisNexis), and/or

Worthington, Robert C., Desktop Guide to Procurement Law, Latest edition (LexisNexis), and/or

Other textbook(s) approved by the Business Law Department, and

Additional cases and/or readings as per the Instructor's disrection.

 

Prerequisites

BLAW 1320 and (ENGL 1130 OR LGST 1110 OR CMNS 1115), with a grade of C or higher in each prerequisite course

Equivalencies

BUSN 4720

Which prerequisite

Nil