COM 1505 Commercial Law

The course is designed to provide students with the knowledge and understanding of the fundamental principles of Commercial law relating to commercial sector including the company Law. The basic principles of commercial law which are vital for day today commercial transactions are incorporated in the syllabus. Along with an introduction to legal system and court system in Sri Lanka this preliminary level course includes Contract law, Property law, Delict law, Labour law, Intellectual property law and Company law.

The course attempts to provide students with knowledge concerning,

  • The basic legal concepts relating to commercial law.
  • Legal rules and constraints applied to business.
  • Possible legal issues when making business decisions and how to avoid litigation.
  • Legal problems in “real-life” scenarios and advice for their solutions.

Upon completion of this course, the students will be able to:

  • Identify and familiarize with basic legal principles, rules, regulations and Acts relating to the business environment
  • Minimize and avoid litigations in connection with the business
  • Apply the knowledge to solve problems in simple situations.

1. Introduction
1.1 Definition of law
1.2 General classification of legal subjects
1.3 The Legal system of Sri Lanka
1.4 The Court system of Sri Lanka
1.5 The importance of law to business
1.6 Sources of Business law
1.7 The constitution and the Business

2. Law of contract and Delict (Tort)
2.1 Agreement and contract
2.2 Formation of a contract
2.3 Terms of a contract
2.4 Termination of a contract
2.5 Remedies
2.8 Consumer protection Law
2.9 Law of Delict

3. Law of sale of goods
3.1 Definition of contract of sale
3.2 Sale and other supply contracts
3.3 Formation of a contract of sale
3.4 Passing of property
3.5 Implied terms and conditions
3.6 Exception clauses
3.7 Remedies of a seller/buyer
3.8 International sale of goods

4. Law of Agency
4.1 Formation of agency contract
4.2 Categories of agents
4.3 Authority of agents
4.4 Contracts made by agents
4.5 Rights and duties of principal and agent
4.6 Termination of agency

5. Law of Insurance, Leasing and Hire Purchase
5.1 The importance of insurance
5.2 Definition and explanation of insurance contract
5.3 Classification of insurance
5.4 Insurable interest, utmost good faith, material facts, non-disclosure
5.5 Meaning of leasing and hire purchase
5.6 Benefits of leasing
5.7 Different types of leasing
5.8 Leasing Act
5.9 Hire purchase and other sales contract
5.10 Rights of the owner
5.11 Consumer Credit Act

6. Property Law and Intellectual Property law
6.1 Property Law
6.2 Real Property and personal property
6.3 History of intellectual property law in Sri Lanka
6.4 Introduction to Intellectual Property Act No. 36 of 2003
6.5 Description of intellectual property rights
Copy right,
Trade marks,
Industrial design,
Geographical indications
Unfair competition and other rights
Legal remedies for breach of intellectual property rights

7. Labour Law
7.1 Contract of Employment
7.2 Types of Employment
7.3 Industrial Disputes Act
7.4 Other Labour Legislation

8. Tax Law
12.1 Indirect Taxation
12.2 Direct Taxation
12.3 Income Tax
9. Law Relating to Partnership and Companies
9.1 Definition of a partnership
9.2 Requirement of a partnership
9.3 Comparison of partnership and limited liability company
9.4 Rights and duties of partnership
9.5 Dissolution of partnership
9.6 The concept of corporations
9.7 Companies
9.8 Incorporation
9.9 The veil of incorporation
9.10 Types of companies
9.11 Capital/shares/debentures
9.12 Directors
9.13 Business judgment rule
9.14 Majority rule and minority protections
9.15 Shareholders
9.16 Meetings
9.17 Winding up

Lectures, seminars, course manuals, workshops, assignments, self study.

  1. Prescribed Legislation

Bills of Exchange Ordinance No. 25 of 1927

Consumer Affairs Authority Act of 2003

Consumer Credit Act No.29 of 1982

Finance Leasing Act No. 56 of 2000

Industrial Disputes Act No. 43 of 1950

Inland Revenue (Amendment) Act No.10 of 2006

Partnership Act of 1890

Regulation of Insurance Industry Act No. 43 of 2000

Sale of Goods Ordinance No. 11 of 1896

Value Added Tax Act No. 14 of 2002

         Companies Act No. 07 of 2007

  1. Essential Reading:

By Dr. Wickrema Weerasooriya, W. (2010) Commercial Law (Business Law) PIM, University of Sri Jayawardenapura.


  1. Additional Reading:

Atiyah, Sale of Goods, 11th ed, 2005 (UK)

Commercial Law by Robert Bradgate, Butterworths, 2000

Contract Law by C.G. Weeramanthry

Fisher, Commercial and Personal Property Law, Butterworths, 1997

Law of Contract, Volume I and II by R.K. Bangia



Web resources: