INTRODUCTION TO LAW 1

Introduction to Law
Lecturer: Oksana N. Lopatina
Class teacher: Oksana N. Lopatina

Course description
Introduction to Law is a half course for the second year ICEF students which
is a part or the HSE degree programme. It is specifically designated so as not
to require any prior exposure to law, and does not suppose that students will
necessarily pursue any further law options. Nevertheless, it is designed in the
belief that an acquaintance with core law concepts and processes is an essential
element in the ICEF curriculum.
The course seeks to place law in its social, economic, political, historical and
philosophical context and thus not only to provide students with a knowledge
of legal rules but also to help them to develop a critical understanding of the
operation of those rules in society. The critical and analytical skills required
by a lawyer are valuable in many other contexts. The programme is therefore
suitable not only for students who intend to seek entry into the legal professions
but also for students intending to seek careers in many other areas, such as
banking, management, economics and finance.
Introduction to law aims to provide insight into the nature and function
of law, familiarize the students with legal concepts and terminology, principal
sources of law and of the means by which laws are made, develop an understand-
ing of the nature and purpose of rights and duties in law. The course provides
an overview of the major legal systems of the world, introduces the students
to the study of constitutions and constitutional system of Government. It also
focuses on the key legal concepts, principles and doctrines which underpin the
core areas of law, including public law, the law of obligations and company
law.

Teaching objectives
The course is designed to develop a number of skills:

• research skills: finding relevant cases and articles; effective use of large (
and highly technical ) body of statutory material;

• reasoning skills: understanding how judges can reach radically different

conclusions on the same facts;

• problem-solving: understanding how many issues can be thrown up by

the same set of facts. Strong emphasis is placed on this in tutorials,
2

and all tutorial sheets contain at least one detailed problem question for
analysis;

• critical skills: assessing how effective the law is, and how it might be
made more effective.

Teaching methods
• Lectures will be delivered using a combination of teaching styles, which
include the use of practical questions, real life cases and examples as a
basis for explaining concepts. Overhead transparences, case studies and
supplementary material will also be supplied.

• Seminar programme forms an important part of the academic develop-

ment component of Introduction to Law.
The seminar will usually cover topics to be dealt with in assignments.
Detailed reading lists are provided and students are expected to be fully
prepared beforehand in order to be able to participate in class.

Grade determination
There will be an end-of-course 2 12 hour final examination worth 60% of the final
grade. The students will be required to answer a number of Multiple Choice
Questions (20%) and two from a choice of four to six short questions (40%).
Suggested approach: 40 minutes for MCQs, 40 minutes each for short question.
Indicative length — 1.5 pages, not to exceed 2.5 pages per question). Open
book. On short questions the grade received will be based upon:

• The relevance of an answer to the question set

• Clarity of expression and continuity

• Evidence of reading and thought related to the topic

• Quality of the arguments presented

There will be one test during the semester. The test is compulsory and
should be taken seriously. It assists borderline students and consolidates knowl-
edge, making it easier to learn for the examination. The mark for the test
together with the tutorial assignments marks counts towards a student’s class
record. The class record constitutes 40final mark (20% — test, 10% — each
assignment).
The topics for the written assignments will be prescribed well before the
due date.
INTRODUCTION TO LAW 3

Main reading
Students will be expected to read the relevant chapters on the topics set out
above in one of the textbooks marked as main reading on the detailed reading
list provided below. Students can also use the textbook written by O. Lopatina
together with three readers complied by the same lecturer.
Students are also strongly encouraged to spend time browsing through the
books in the ICEF reading hall. There is a vast array of material which can be
used to supplement their notes and also for research assignments and tests.

1. Youngs, Raymond. English, French and German Comparative Law. Cavendish

Publishing Limited , London, 1998.

2. Slapper, Glary, Kelly, David. The English Legal System. London, 2004.

3. McKendrick, Evan. Contract Law. Palgrave Macmillan, 2005 (6th edi-

tion).

4. Dine, Janet. Company Law. Sweet&Maxwell Textbook Series London,

London, 2001.

5. Emerson, Robert W. Business Law. New York, 1997 (3rd edition).

6. Lopatina, Oksana. Introduction to Contracts. Higher School of Eco-

nomics, Moscow, 2008.

7. Lopatina, Oksana. Introduction to Law. Outline of the course. Higher

School of Economics, Moscow, 2004.

Additional reading
1. Цвайгерт, Конрад, Кетц, Хайн. Введение в сравнительное правоведение
в сфере частного права, т. I и II. Международные отношения, Москва,
1998.

2. Давид, Р. Основные правовые системы современности, Москва, 1999.

3. Finer, S.E., Bodgdanor, V. and Rudden, B. Comparing Constitutions.

Oxford University Press, 1998.

4. Church, J. Workbook for Introduction to the Law. Butterworths, 1996

(2nd edition)

5. Shaw, Jo. Law of the Europian Union. Palgrave Macmillan, 2000.

6. Poole, Iill. Casebook on Contract Law. Oxford University Press, 2005.

4

Internet resources and databases

1. http://law.lse.ac.uk/ie/

2. http://en.wikipedia.org/wiki/

3. http://mief.hse.ru

4. http://en.wikipedia.org/wiki/constitution

5. http://www.londonexternal.ac.uk/current_students/programme_resources/
lse

Course outline
Constitutional Law
1. Nature, classification and sources of law
Main theories of the origin of law. Analysis of the basic concepts as to
the nature of law and its connection with social science. Classification of legal
systems into legal families and the typical cleavage Common Law- Civil Law.
Introduction to the methodology appropriate to conduct comparative research,
that is finding out the content of the chosen legal system with all limits and
pitfalls that it may involve – starting from the different sources of law, codes
or cases, phrasing the issues or problems so that it is possible to compare one
with the other and drawing conclusions from the comparison.
MR (Ch. 1, 2); MR2 (Ch. 1, 2); AR1 (Vol. 1, ВI-III)

2. The nature and sources of Constitutional law

The classification of constitutions. The concept of constitutionalism. Con-
stitutional principles: the Separation of Powers, the Rule of Law and the In-
dependence of the Judiciary. Constitutional significance of the separation of
powers. The US constitution; the UK model; the constitution of the Russian
Federation. A comparative analysis.
The concept of federalism. The division of lawmaking power – horizontal
and vertical.
Constitutional rights of businesses and individuals.
MR1 Ch. 1, 2); MR2 (Ch. 1, 2)

3. Power Structure. Institutions of Government. The Legislature

Unicameral and bicameral legislative bodies. Main functions of Parliament.
Privileges, composition and parliamentary controls. Parliament and the law-
making process. Stages of the legislative process (A comparative analysis)
INTRODUCTION TO LAW 5

The doctrine of parliamentary supremacy (UK). The challenge to doctrine

of the sovereignty of Parliament. The supremacy of EC law. Judicial interpreta-
tion of ECA 1972 by the courts and its impact on the doctrine of parliamentary
supremacy.
The electoral systems.

• A simple majority system known as “first past the post” or “plurality”

system.

• Proportional representation system: party list system.

4. The Executive
Introduction. Government and executive power. The formation of govern-
ments in a comparative perspective. Function and membership ( RF and UK
models).
Scrutiny of the Executive — Parliament’s most constitutionally significant
role. Judicial review of executive action — mechanism and effectiveness. The
relationship between the legislature, the executive and the courts with partic-
ular emphasis on how the system actually works in practice.
MR1 (Ch. 1); MR5 (Ch. 2)

Contract Law
5. Fundamentals of Contract Law
Introduction. Historical development and the theories underlying contract.
The will theory. Freedom of contract. Some factors affecting modern contract
law.
Influence of economic theory. Inequality of bargaining power, the use of
standard form contracts. The relationship of contract and tort.
MR1 (Ch. 6: I, II); MR3 (Ch. 1), MR5 (Ch. 4); MR6 (Ch. 1)

6. Formation of Contracts
Key ingredients to the formation of a contract:

• agreement

• consideration

• intention to create legal relations

• Other factors affecting the formation of a contract.

The phenomena of agreement:

6

• Offer. The character of an offer, essential elements of an offer. Types

of offer: bilateral and unilateral. Communication of offers, revocation of
offers and termination of offers.
Offer vs. invitation to treat. The distinction between offers and invita-
tions to treat. Cases in which the distinction is settled, presumptively by
authority or by statute.

• Acceptance and its role in agreement. The basic rules of acceptance.

Acceptance of unilateral offers. Cases and the analysis of principles de-
veloped by judges. Acceptance of bilateral offers. Silence for acceptance.
Consideration. The doctrine of consideration. The nature and purpose of
consideration in English contract law. Executed and executory consideration.
General rules on consideration.
Intention to create legal relations. Domestic and commercial agreements.
MR1 (Ch. 6: III–IX); MR3 (Part 1); MR6 (Ch. 1); AR2 (Vol.
2, В. 1)
7. Terms of Contract
The nature of terms:
• expressly stated and incorporated into the contract by the parties them-
selves;

• implied factually from the circumstances as being the presumed intention

of the parties;

• imputed into the contract by process of law for some other purpose, e.g.
for consumer protection.
Classification of terms:
• conditions

• warranties

• Exemption clauses. Definition and scope of exemption clauses. Incorpo-

ration of exemption clauses in a contract. Statutory control of exemption
clauses.
MR3 (часть II); MR6 (Ch. 3)
8. Matters Affecting the Validity of Contracts
Unenforceable, Void, Voidable and Illegal contracts. Vitiating factors.
Mistake. Classes of mistake:
• Common mistake,
INTRODUCTION TO LAW 7

• Mutual mistake,

• Unilateral mistake.

Misrepresentation. Representations distinguished from terms of contract.

Classes of misrepresentation and their remedies.

• Fraudulent misrepresentation,

• Negligent misrepresentation,

• Innocent misrepresentation.

Remedies for different types of misrepresentations.

Duress, economic duress and undue influence.
Illegality. Contracts illegal by statute. Consequences of illegality.
MR1 (Ch. 6: XII); MR3 (Part 3); MR6 (Ch. 7)

9. Discharge of a Contract
Introduction. The basic rules.

• Discharge by performance. General rule — performance must be strictly

in accordance with the terms of the contract to be a discharge. Time for
performance. Tender. Payment/Waiver.

• Discharge by agreement. Ways to discharge a contract by agreement:

1. release,
2. new agreement,
3. accord and satisfaction,
4. provision for discharge contained in the contract itself.

• Termination by notice.

• Acceptance of breach. Repudiation before time for performance. Accep-

tance of repudiation. Disability. Breach in performance.

• Discharge by frustration. The purpose and the development of the doc-

trine. Types of frustrating event. Limitations on the doctrine. Common
law effects of frustration. Statutory effects of frustration.

Remedies for breach of contract. The nature of a breach of contract. Dif-

ferent types of breach. The consequences of breach. Remedies for breach of
contract: liquidated damages unliquidated damages The bases of assessment.
MR3 (Part 4); MR6 (Ch. 7); AR1 (Vol. 2, В–2)
8

Company Law
10. Business organizations
Introduction. Past, present, future.
Forms of business organization:
• The Proprietor form of business (Sole trader, Sole proprietor). Charac-
teristics of a Proprietorship. Creation of a Proprietorship.
• The Partnership form of business organization. Characteristics of a Part-
nership.
Types of partnerships:
1. General partnership
2. Limited partnership
Formation of a partnership compared to similar entities. Partnership
management and finance. The legal relationship between the partners.
The duty of good faith. The partnership’s finances. The distinction
between a partner and a lender. Division of profits and sharing of losses
between partners.
Liability of partners to outsiders. Partnership disputes. Termination and
retirement from a partnership.
• Companies.
MR4 (Part 1)
11. Companies
Introduction. Sources of company law. The meaning of incorporation. The
legal consequences of incorporation. The legal characteristics of a registered
company.
The classification of companies. Two approaches to classification: by po-
tential liability of owners and by pattern of ownership.
Potential liability of members:
• limited by shares
• limited by guarantee
Pattern of ownership:
• Public company (PLC)
• Private company (LTD)
The Solomon principle. Judicial acceptance of the company as a separate
legal entity. Dislodging the corporate veil. Case law examples.
MR4 (Ch. 1, 2); MR7 (Ch. 17)
INTRODUCTION TO LAW 9

12. The Formation of a Company

Introduction. Promoters. Pre-incorporation contracts. Promoter’s duties.
Pre-incorporation contracts. Steps leading to incorporation. The certificate
of incorporation. Steps necessary after the incorporation. Commencement of
business.
Comparison of tailor-made with “off the shelf” companies.
“Constitution” of a company. Memorandum of association and Articles of
association.
Purpose and contents of the memorandum. Articles of association. The
articles of a private company. Provisions concerning shares and membership.
MR4 (Ch. 3); MR7 (Ch. 20)

13. Financial Structure

Introduction. Legal nature and characteristics of holding shares in a limited
company. Issue of shares. Share capital. Classes of shares. The class rights
attached to shares. The acquisition of shares in a public company. Listed
securities, unlisted securities.
Distribution of profits — the provision for dividends payment.
Disposal of shares. Transfer of shares. Transmission by operation of law.
By-back and redemption by a company.
MR4 (Ch. 4, 5); MR7 (Ch. 21)

14. Loan Capital

Introduction. The power to borrow. Secured loans.
A debenture document. Terms relating to repayment and interest. Terms
relating to security. Clauses designed to give the lender further protection.
Registration of charges. Types of debt securities: the mortgage-legal charge;
the fixed-specific charge; the floating charge. Crystallisation of the floating
charge.
The priority rights of creditors and the registration of charges. Debenture-
holder’s remedies. Receivers, administrative receivers.
MR4 (Ch. 6, 7); MR7 (Ch. 22)

15. Management Structure

Introduction. Directors. Division of power within a company. Appointment
of directors. Removal of directors from office. Powers of directors. Director’s
duties: fiduciary duties of directors, director’s duty of care. Director’s dealings
with their company.
Statutory provisions concerning directors. Managing directors. Alternate
directors. Shadow directors.
Meetings. Types of meeting: annual general meeting, extraordinary general
meeting. Convening a meeting. Proceedings at meeting. Written resolution.
Minutes and returns. Proxies.
10

Shareholders. Registration of membership. Powers and duties of sharehold-

ers. Actions by shareholders. Minority protection.
MR4 (Ch. 6–8); MR7 (Ch. 24, 25)

16. Fundamental Changes

Introduction. Charter amendments. Dissolution of a company. Methods of
dissolution.
Insolvency. Introduction. The bankruptcy procedure. The trustee in
bankruptcy. Assets in a bankrupt’s estate. Distribution of the bankrupt’s
assets. Duration of the bankruptcy and discharge of the bankrupt.
Company insolvency proceedings. Administration orders. Voluntary ar-
rangements/ Receivership. Liquidation or winding up. Liquidators. Collection
and distribution of assets in liquidation.
Takeovers and mergers.
MR4 (Ch. 9); MR7 (Ch. 26)

Distribution of hours

# Topic Total Contact hours Self

hours Lectures Seminars study
1. Nature, classification and 8 2 2 4
sources of law
2. Nature and sources of Consti- 8 2 2 4
tutional law
3. Power structure. Institutions 8 2 2 4
of Government
4. Institutions of Government. 10 2 2 6
The Executive
5. Fundamentals of Contract law. 10 2 2 6
Basic principles
6. Formation of contract. Essen- 10 2 2 6
tial elements
7. Terms of contract 10 2 2 6
8. Matters affecting the validity of 10 2 2 6
contract
9. Discharge of contract 10 2 2 6
10. Types of business organizations 10 2 2 6
11. Company. Legal characteris- 10 2 2 6
tics
12. Formation of company 10 2 2 6
13. Financial structure. Com- 14 4 4 6
pany’s capital
INTRODUCTION TO LAW 11

# Topic Total Contact hours Self

hours Lectures Seminars study
14. Loan capital 10 2 2 6
15. Management structure. Direc- 14 4 4 6
tors and shareholders
16. Fundamental changes. Insol- 10 2 2 6
vency, mergers and liquidations
Total: 162 36 36 90