Commercial Law Pathway

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Commercial Law is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce and trade. It consists of a mix of state and federal law, in proportions dependent on the subject areas involved. All 50 states have adopted the Uniform Commercial Code. In addition, the U.S. Congress regulates interstate commerce, including federal bankruptcy, consumer protection, national banking, and other relevant subjects. At FIU, commercial law includes courses dealing with sales, international trade, real estate, corporate finance, payment transactions, secured credit, banking, bankruptcy, and related transactional and experiential subjects. Courses in “Payment Systems” and “Secured Transactions” are bar-tested subjects in the state of Florida. All commercial law courses are part of the broader business law curriculum.

There are a number of courses devoted to subjects within the broad area of Commercial Law as well courses to help you prepare to take the bar examination. Students who want to pursue legal practice in Commercial Law should consider the courses below. Other courses, besides those listed, are offered under the FIU College of Law curriculum.
Please view the Schedule of Classes to determine which courses will be offered during the current school year.

Foundation Courses related to this pathway include: Contracts.

Core Courses

LAW 6052 Bankruptcy (2-3). This course covers such diverse matters as the various forms of relief available to different kinds of debtors, including liquidation, reorganization of a business, and adjustment of an individual’s debts; financing a Chapter 11 debtor in possession; the automatic stay and the rights of secured and unsecured creditors; the trustee’s avoiding powers, exemptions, discharge of debts and the treatment of executory contracts. The basic concepts underlying the 1978 Bankruptcy Code such as discharge, reorganization and equitable distribution are also investigated.

Payment Systems
LAW 6556 Payment Systems (2-3). This course will survey the uses of different payment mechanisms (negotiable and nonnegotiable instruments, credit cards and electronic funds transfer and wire transfer systems) in both credit and cash transactions. The course will consider allocation of risks for fraud, countermands, defenses on the underlying contract, mistake, timeliness and unauthorized payments. In each case the allocation of risks in connection with different payment mechanisms will be considered, along with whether these allocations should be the same or different for each mechanism. The course will focus on Articles 3 and 4 of the Uniform Commercial Code and, as time permits, consider letters of credit under U.C.C. Article 5 and the International Chamber of Commerce Uniform Customs and Practice. Special emphasis will be given to techniques of statutory analysis, commercial counseling and a rethinking of present rules, especially in the light of the revision of Articles 3 and 4. The impact of federal legislation on the state payments law (U.C.C. Articles 3, 4, and 4A) may also be treated.

Secured Transactions
LAW 6051 Secured Transactions (2-3). This course covers the creation, perfection, and enforcement of security interests in personal property under Article 9 of the Uniform Commercial Code, including priorities among conflicting interests in the same property and choice of law problems. Some discussion of bankruptcy law as it affects the interests of secured creditors may also be included.

Advanced Electives

Law of Corporate Finance
LAW 7064 Law of Corporate Finance (2-3). An advanced corporations course on legal and economic issues involved in corporate financing decisions, covering a broad range of issues including basic accounting, valuation of corporate entities and their securities, corporate capital structures including the relationship of corporate debt to equity and the impact of leverage, 528 College of Law Graduate Catalog 2013-2014 dividend and investment policy, and new financial instruments such as derivatives and structured finance. Prerequisite: Business Organizations.

LAW 6010 Sales (2-3). This course covers contracts for the sale of goods under Article 2 of the Uniform Commercial Code. Some consideration will also be given to leasing of goods under Article 2A of the Code.

International and Comparative Sales
LAW 6015 International and Comparative Sales (3). This course entails the study of legal rules governing the international sale of goods, and a comparison of these rules with Spanish and United States domestic law counterparts. The course will focus on the United Nations Convention on Contracts for the International Sale of Goods and the UNIDROIT Principles of Commercial Contracts. The comparative law component of the course will examine the related Spanish and U.S. domestic contract law governing sales of goods, including Article 2 of the Uniform Commercial Code. Comparing and contrasting the three systems offers the student greater insight into the choices, interests and policies pursued under each respective system of law.

International Trade Law and Policy
LAW 7262 International Trade Law and Policy (2-3). This course concerns the national and international regulation of imports and exports. Law, policy and economics of the international trading system will be discussed. The course primarily focuses on import restrictions on goods; however, export restrictions and trade in services will also be considered. Topics include the pure theory of trade, industrial policy, the World Trade Organization and its dispute settlement process, dumping and countervailing duties, retaliation, and economic sanctions.

Construction Law
LAW 6425 Construction Law (2-3). This course will consider legal issues encountered in construction projects, beginning with the role of the construction lawyer and review of duties and liabilities of the construction team – Architect, Engineer, Owner, Contractor, Construction Manager. The course includes discussion of the bidding process (including bid protest and bid awards), the contracting process with emphasis on key contract provisions, contract performance issues, litigation liability and damage issues, and bonding issues.

Insurance Law
LAW 6080 Insurance Law (2-3). The course deals with: the making, administration and interpretation of insurance contracts; governmental (including judicial) regulation of insurance; common insurance contract provisions; subrogation; excess liability of insurers; and property, life and liability insurance policies and problems.

Real Estate Transactions
LAW 6670 Real Estate Transactions (2-3). This course takes an interdisciplinary and practice-oriented approach to real estate transactions, covering land transfers, mortgage law, and selected topics such as usury and mechanics’ liens. Students will study selected tax, environmental and federal securities laws issues in the context of real estate transactions.

Experiential Courses


Jerry W. Markham, Professor of Law

Jorge L. Esquirol, Professor of Law

Ediberto Román, Professor of Law

José Gabilondo, Professor of Law

Cyra Akila Choudhury, Associate Professor of Law

Clinical Faculty

John Little, Director, Clinical Adjunct

Shahrzad Emami, Supervisor, Clinical Adjunct