by John B. Tieder, Jr., Senior Partner

I was offered the opportunity to teach a course in international commercial law for the Fall 2006 semester at Herzen State University in St. Petersburg, Russia.  Like many of our clients, I am interested in the construction and engineering opportunities in Russia.  I saw the teaching position to be a great opportunity to learn more of the Russian construction and engineering market, the players and the interplay of the Russian legal system.  I accepted the offer.  In this edition of the newsletter, I will describe my teaching experience.  In the next edition, I will cover some of the practical and legal aspects of doing business in Russia.

I was free to devise whatever course I thought would be most useful.  I decided on one entitled, “Legal Framework of International Commercial Law.” The course focused on bilateral and multilateral treaties to which the Russian Federation (Russia) is a party and the United Nations Commission on International Trade Law (UNCITRAL) model laws which the Russian Federation has enacted.  The topics were divided into nine (9) teaching sessions with a tenth session of applying the lessons overall, and included:

1.    What Is International Commercial Law and Why Is It Important?
2.    Major Legal Systems as They Relate to Commercial Transactions
3.    Sources of International Commercial Law
4.    The Sale of Goods
5.    Shipping, Insurance, Letters of Credit and Promissory Notes
6.    Sale of Engineering and Construction Services
7.    Public Procurement
8.    Patents, Copyrights, and Trademarks
9.    Disputes Resolution
10.    Applying the Lessons Learned

International arbitration of disputes was a unifying theme.

If anyone would like a copy of the materials or the lecture outlines in CD or hard copy, nine sessions, please contact Lisa Breighner at (703) 749-1035; lbreighn@wthf.com.  Together, they constitute a reasonable introduction to the subject.  We also have the Russian Civil Code which covers contracts (obligations under Civil Law) and the Constitution of the Russian Federation in English.  Doing business in Russia within this legal framework will be the subject of Part 2 of the article in the forthcoming Spring issue of this newsletter.

In the Russian University system, law is an undergraduate course of study.  All the students in my course were 17-23 years old; and of the 43 students, 40 were women.  The University had provided for translators, but all the students were capable to fluent in English and on only a few occasions did I need the translators for a word or phase.  I had PowerPoint outlines for all the lectures.  This method was particularly useful as my students read English very well, comprehended spoken English reasonably well and only comparatively, had trouble with conversing in English.

Despite my best efforts, I must confess to making only limited progress with the Russian language.  Even when written in roman letters, there were many sounds I could not pronounce.  One of my more amusing and embarrassing moments was in trying to master the patronymic and family names of the students.  My university-assigned babysitter, Svetlana, spent an evening attempting to teach me the proper pronunciation of the students’ names.  It was complete role reversal as she would not let me move to the next name until I had mastered the one before it.  I felt like a dunce, but you try, “Crosogrukada Banepeie Cmauucndiobua.” We spent almost ten minutes on a name which phonetically came out, “She-Big-Meat.” Even a name which I thought I could pronounce, “Anastasia,” is phonetically “Anna-stot-si-a.”

Based on my experience, I strongly recommend that anyone going to Russia take some language training before embarking.  Learn the alphabet, the sounds and some basic vocabulary for restaurants, grocery items, and other fundamentals.  My English was fine at the University, especially with the students and younger faculty who were eager to practice.  The older faculty (40+) and administrative side of the school, however, were much less proficient in English.  Three blocks from the University, in local restaurants, museums, theaters, stores, trains, buses, there was virtually no English spoken.  In the Russian countryside, some basic language skill is essential.

I started the typical school day, in the morning, exploring St. Petersburg.  In the afternoon, I would be at the University at 2:00; class was scheduled from 3:00-5:00 but oftentimes continued to 6:00.  The students were insistent that everything on the syllabus for the day be covered and then wanted to talk about my impressions of Russia, and the United States, and other topics, such as work opportunities in the U.S.  After class, I had tea with the faculty until 7:00-7:30 p.m. followed by e-mails and phone calls with clients or the office (cell phone and Blackberry coverage were perfect); dinner and return to my hotel.

On the first day of class I gave the students an assignment to draft a contract which incorporated the main points of the course.  I created three teams of Russian sellers and three teams of U.S. buyers and promised a prize to the winning team.  The last day of class they were to negotiate and list their points of agreement and disagreement.  The purpose was to determine how much of the material they had absorbed.  They did very well.  One team of sellers even constructed a large model of the product (a device which turned water and snow into electricity).  They were all winners and the prizes included, not surprisingly, Watt, Tieder, Hoffar & Fitzgerald, L.L.P., pens, baseball hats and other “logo” items.

The students were of an age that they remembered virtually nothing of Soviet times.  Most were very smart and ambitious and frustrated at the more than lingering bureaucracy, lack of economic opportunity, and corruption.  Russia, in spite of its billionaires (it is said only New York has more billionaires than St. Petersburg) does not yet have broad-based economic opportunity.  The banking and investment industry is not trusted - apparently with good reason.  There is a disturbing undercurrent of a desire for a strong leader even at the cost of some democracy or personal freedom.  There are also some peculiar vestiges of Soviet times.  For example, at the University and most other public places, there are hall and stairwell sitters.  The sitters used to report to the local communist party, but now just sit there.  The second floor hall sitter in my building was quite pleased to help me with my Russian vocabulary; I believe it was all she had to do.

At the same time, the students were very knowledgeable about the history of their country and city, and very proud of Russia and being Russian.  The lack of economic opportunity in Russia, however, has resulted in an unfortunate, “brain-drain.” Russia’s population is shrinking by about 700,000 people a year.

The last day of class was great fun.  After the students had negotiated and presented their points of agreement/disagreement, the dean appeared in full academic regalia.  We presented graduation certificates to each student.  I did reasonably well with reading the names with the dean’s help.  The students gave me a book on St. Petersburg and a 2007 Calendar.  The dean gave me two books, a hat, a University t-shirt, tie clip and other items.  I gave the dean, Bob Fitzgerald’s copy of “The World is Flat” for the school library.  After the gift giving, there was a faculty party in the dean’s office with Russian champagne (not vodka) and lots of cheek kissing – 3 times in Russia.

Next edition – the opportunities in the construction and engineering field and the business and legal environment.


The information or opinion provided in this article is the author's own and not necessarily that of Watt, Tieder, Hoffar & Fitzgerald, LLP The author is solely responsible for the information and opinion that he or she has provided. The information contained herein does not replace seeking specific legal counsel to directly address individual client needs.

Watt, Tieder, Hoffar & Fitzgerald is one of the largest construction law firms in the world, with a practice that encompasses all aspects of construction contracting, claims and disputes resolution, and transactional legal services. WTHF principally represents large general contractors, design firms, and sureties throughout the country and internationally.