Procurement Law and Contract Interpretation

Faculty
Commerce & Business Administration
Department
Business Law
Course Code
BLAW 4720
Credits
3.00
Semester Length
15 weeks
Max Class Size
35
Method Of Instruction
Lecture
Seminar
Typically Offered
To be determined

Overview

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

Methods Of Instruction

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

Means of Assessment
Term Examination(s) (1-2) 25-40%
Drafting Assignment(s)                          20-30%
Participation 5-15%
Final Examination 25-35%
  100%

 

 

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.
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.

 

Requisites

Course Guidelines

Course Guidelines for previous years are viewable by selecting the version desired. If you took this course and do not see a listing for the starting semester / year of the course, consider the previous version as the applicable version.

Course Transfers

Institution Transfer Details Effective Dates
Athabasca University (AU) AU LGST 3XX (3) 2020/09/01 to -
College of the Rockies (COTR) No credit 2020/09/01 to -
Emily Carr University of Art & Design (EC) No credit 2020/09/01 to -
Simon Fraser University (SFU) SFU BUS 2XX (3) 2020/09/01 to -
Thompson Rivers University (TRU) TRU BBUS 4XXX (3) 2020/09/01 to -
University Canada West (UCW) UCW BUSI 4XX (3) 2020/09/01 to -
University of Northern BC (UNBC) UNBC COMM 3XX (3) 2020/09/01 to -

Course Offerings

Winter 2021

There aren't any scheduled upcoming offerings for this course.