Training – Practicing international business contracts

By Franck BEAUDOIN, avocat

Training program updated on 16 October 2023

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Slides

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Content of the training

WHAT IS AN INTERNATIONAL BUSINESS AGREEMENT?

• Definition
• Criteria
• Legal regime

Practical cases – Identifying international contracts.

WHICH LAWS GOVERN THE INTERNATIONAL BUSINESS CONTRACT?

• Governing law / applicable law
• Freedom of choice
• Mandatory rules / International public order
• Law applicable in the absence of choice
• Conflicts of laws
• Conflict rule
• Substantive law
• State law (domestic law). Conflict rule in the European Union : EU Regulation n° 593/2008 of 17 June 2008 on the law applicable to contractual obligations.
• International treaty (international uniform law instrument). Substantive law for the international sale of goods: United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG).
• General principles of law / lex mercatoria: Unidroit Principles of International Commercial Contracts (2016).
• Contract without law.

Practical cases – Applicable law in the European Union.

Practical cases – Application of the Convention of Vienna.

WHICH COURTS HAVE JURISDICTION IN INTERNATIONAL DISPUTES?

• Jurisdiction / Competent courts
• EU Regulation no 1215/2012 of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
• Prorogation of competence
• International litigation
• International arbitration

Practical cases – Competent courts in the European Union.

WHAT ARE THE IMPORTANT TERMS IN ANY INTERNATIONAL BUSINESS AGREEMENT?

Examples of clauses / commentary of clauses:

• Governing law
• Jurisdiction
• Purpose
• Deadlines
• Price
• Indexation / price revision
• Exchange rate fluctuations
• Payment terms
• Penalties
• Damages / indemnification
• Duration
• Termination
• Insurance

Templates of contracts and clauses

• Template of applicable law clause designating a State law
• Model clause of an autonomous international contract (contract without law)
• Template of exclusive jurisdiction clause
• Examples of clauses for international contracts
• Template of Distribution Agreement
• Legal Guide to Distribution

WHAT ARE THE IMPORTANT ADDITIONAL TERMS IN A CONTRACT FOR THE INTERNATIONAL SALE OF GOODS?

• Incoterms
• Transfer of risks
• Transfer of ownership
• Delivery
• Transportation costs
• Export and import formalities
• Payment terms / Supplier credit
• Retention of title (retention of ownership)
• Guarantees

Examples of clauses / commentary of clauses.

Practical case – Retention of title where the buyer is in receivership.

Collective practical case – Negotiate and draft a very simple international contract for the sale of goods.

Example of contracts / commentary of a contract for the international sale of goods.

WHAT ARE THE SPECIFIC TERMS THAT ARE IMPORTANT IN AN INTERNATIONAL CONTRACT FOR THE MANUFACTURE AND PURCHASE OF GOODS (SUPPLY AGREEMENT)?

Subcontracting

Commentary of an international contract for the manufacture and purchase of goods.

WHAT ARE THE SPECIFIC TERMS THAT ARE IMPORTANT IN A SELECTIVE DISTRIBUTION AGREEMENT?

• Distribution contracts
• Franchise
• Selective distribution network
• Exclusivity (products exclusivity / territorial exclusivity)
• Competition law
• Active sales / passive sales
• Trademark licence

Practical case – Franchise agreement in the luxury sector.

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BIBLIOGRAPHY

Memento Droit commercial, éditions Francis Lefebvre

Merriam-Webster’s Dictionary of Law (https://www.merriam-webster.com/legal)

i-law.co

droit.co

legifrance.fr

eur-lex.europa.eu

uncitral.un.org

unidroit.org

hcch.net

iccwbo.org