Edinburgh Centre for Commercial Law
Annual Report Sept 08 – June 09

1 Introduction

The Edinburgh Centre for Commercial Law (“ECCL”) was inaugurated on 7 February 2008. This report covers the activities of the ECCL during academic year Sept 08 to June 09.

2 Members and management structure

The ECCL is administered by a team comprising Dr Gillian Black, David Cabrelli, Dr Parker Hood and Scott Wortley, all of whom act as Associate Directors, and Laura Macgregor, who acts as Director. The Right Hon Lord Reed is the ECCL’s honorary chair. Membership is open to all academics and legal practitioners who participate in the ECCL’s events. A full list of members is available on the Law School Website.

3 Aims

The aim of the ECCL is to foster research into Scots commercial law, analysing that subject in its European and international context. The ECCL aims in particular to achieve this goal by encouraging the development of closer links between different parts of the legal community. The ECCL is designed to provide a forum within which debates on commercial law can occur and which will involve academics, the judiciary, and legal practitioners.

4 ECCL Events

The main focus for the ECCL management team in the course of the year was the staging of events. Such events not only raise the profile of the ECCL, but also begin to establish the context within the different parts of the legal community can participate in order to analyse issues of commercial law.

15 October 2008, Book Launch
Business Law in Scotland, (2008) edited by Gillian Black
Commercial Law in Scotland, (2008, 2nd edn) by Fraser Davidson and Laura Macgregor

The Centre staged a book launch to mark the publication of two new books on commercial law edited/authored by two of the management team of the ECCL. Lord Woolman gave an address summarising the contribution of the books to existing scholarship.

12 November 2008, Prof Iain McNeill, University of Glasgow

Professor McNeill’s topic was ‘Private Equity.’ At a well-attended lecture he provided a guide to this highly complex area of commercial life, and also some food for thought for development of this area in the future.

3 December 2008, Donna McKenzie-Skene, University of Aberdeen

This lecture was a highly stimulating event, given by one of the leading experts in bankruptcy law in Scotland. The title of the lecture was ‘The balancing of accounts in bankruptcy.’ The lecture was extremely well-attended, particularly by members of the profession.

10 January 2009, Amsterdam Book Launch and conference

A conference was held in Amsterdam to mark the publication of ‘The Unauthorised Agent: Perspectives from European and Comparative Law,’ a book edited by Danny Busch and Laura Macgregor and published by Cambridge University Press in February 2009. The conference was held at the offices of the law firm, De Brauw Blackstone Westbroek, and was jointly organised by De Brauw, the University of Utrecht and the ECCL. The editors delivered a joint paper summarising the project which resulted in the publication of the book. The conference was chaired by Professor Reinhard Zimmermann, Max Planck Institute. Papers were delivered by some of the world’s leading agency lawyers: Francis Reynolds, Professor of Law Emeritus, University of Oxford; Professor Deborah DeMott, David F Cavers Professor of Law, Duke University, and Prof H Verhagen, University of Utrecht. Professor Reynolds commented that it was the first conference he had attended which analysed agency law alone. Two other members of the ECCL, Dr Gillian Black and David Cabrelli, attended the launch, conference and conference dinner. The papers delivered at the conference will be published in a special edition of the European Review of Private Law, to be published in December 2009.

5 March 2009, Book Launch, Edinburgh

A book launch and lecture took place in Edinburgh for ‘The Unauthorised Agent: Perspectives from European and Comparative Law’, edited by Danny Busch and Laura Macgregor. Professor Kenneth Reid gave an address commenting on the contribution of the book to comparative law.

31 March 2009, Jonathan Barne, Advocate

Jonathan Barne, advocate, delivered a paper entitled ‘Derivative actions under the Companies Act 2006.’ The paper drew on Mr Barne’s experience of running an action in the Scottish Commercial Court in this field. The event was extremely well-attended. The paper was a particularly valuable one, providing the legal practitioner’s perspective on these difficult Companies Act provisions.

12 May 2009, Annual Lecture, Lord Hoffmann

The 2009 Annual Lecture was delivered by Lord Hoffmann, whose topic was ‘The Achilleas: custom and practice or foreseeability?’ The event was a ticketed one, and all tickets were used, lecture theatre 175 being filled to capacity. Lord Hoffmann provided his own particular perspective on the Achilleas, which is a case on the concept of remoteness of damages in contract. He placed his approach in the context of development of the law of contract, and commercial contracts in particular.

Lord Hoffmann’s lecture is to be published in the Edinburgh Law Review in early 2010. The ECCL annual lecture from 2008 delivered by Lord Bingham was also published in the Edinburgh Law Review ((2008) Edin LR 374-390).

The audience was drawn mainly from the solicitors’ and advocates’ professions. Events of this type have proved particularly popular with the legal profession and have proved to be a good way to raise the profile of the ECCL.

Lord President Hamilton, Lord Hodge and Lord Glennie attended both the lecture and dinner following the lecture.

The management team of the ECCL have decided to build on the success of the two previous annual lectures, and have invited Lord Hope to deliver the 2010 ECCL annual lecture. This lecture will take place on 12 March 2010. Lord Hope’s topic is the role of the Supreme Court with particular reference to Scots commercial law. The lecture will be ticketed, but the venue is the Playfair Library (in previous years the Playfair has been unavailable, and lecture theatre 175 used instead.)

5 Provision of CPD/Consultancy

Laura Macgregor was engaged by the Civil Division of the Scottish Government to provide advice on the Role, Nature and Function of Principles, Definitions and Model Rules of European Private Law Draft Common Frame of Reference (DCFR).

6 ECCL Research meetings

The ECCL continued to hold research meetings. Originally Dr Gillian Black’s idea, these meetings aim to ensure that all members of the team are aware of the projects which other members are undertaking from time to time. A plan has been drafted showing the research commitments of all five members of the team and the deadlines for submission of manuscripts. This provides each person with an opportunity to speak about his or her research plans and deadlines. It ensures that the whole team is aware of the projects being carried out by individual members of the team. It also provides a context within which problems can be discussed. It highlights the potential for assistance within the team, in other words, it discloses whether a team member has any expertise in any given area which is being examined by another team member at a particular time. One meeting per term takes place. The meetings have proved to be a useful way of ensuring that the members of the team stay in touch, and have a context within which to discuss problems.

7 ECCL Publications and grant awards

This report focuses solely on the activities of the management committee of the ECCL as a team. A note of individual publications and grant awards is not provided here, but can be found on the webpages of the individuals concerned.

Looking to the future, the ECCL’s first research event involving members of the management team as speakers takes place on 7 December 2009. The ECCL is holding a Contract Law Workshop for invited guests. The title of the workshop is ‘The role of consent in the law of contract: principles and practice.’ Sixty people have accepted invitations to the workshop to be held in the Raeburn Room. The audience is due to be a combination of judges, solicitors, advocates and academics. The opening address is to be delivered by Lord Glennie, principal judge of the Commercial Court. Papers are to be delivered by Dr Gillian Black (formation of contract); David Cabrelli (interpretation of contract); Dr Peter Webster (rectification) and Laura Macgregor (the role of consent in agency law). The ECCL will collaborate with Axiom Advocates at this workshop. Each paper will be followed by ten minutes of comments from an advocate who will act as discussant, and provide a practical perspective on the topic under discussion. There will be a summing-up by Dr Mark Godfrey, Glasgow University. Involving as it does an audience drawn from all parts of the legal community, the workshop fits in well with the aims of the ECCL. The management committee intends to publish the papers together, possibly as a special issue of a journal.

Laura Macgregor
30 November 2009