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Copyright © International Chamber of Commerce (ICC). All rights reserved. ( Source of the document: ICC Digital Library )
by Guillermo C. Jimenez
Every international business transaction is based on an underlying contract. It is therefore vital to understand the key clauses in common international contracts, such as contracts for export sales, agency, distributorship, licensing or franchising.
Since two or more national legal systems may apply to an international transaction, there is often a potential uncertainty as regards which law should apply in the event of a disagreement (the “applicable law”). There may also exist uncertainty as to where a dispute would have to be formally adjudicated — there may be several countries whose courts have the authority to exercise jurisdiction over the dispute. For this reason, trade professionals should be familiar with use of properly-drafted choice of law, choice of forum, and arbitration clauses.
Issues related to international enforcement and execution of judgments and arbitral awards are important because it may prove challenging in some cases to enforce a judgment abroad.
Although our focus is on the law of international business contracts, there are important non-contractual liability issues for international companies, such as compliance with laws and regulations on anti-corruption.
National laws, court systems, law firm practices, and contractual standards differ from country to country. An understanding of the differences between the world’s leading legal systems — common law, civil law and Shari’a — can help complement a firm’s management of legal risk.
Since international dispute resolution is so expensive, traders should be familiar with devices for preventing or avoiding disputes (e.g., use of inspection certificates, use of performance bonds and guarantees, etc.). Finally, traders should understand the relative costs and benefits of different means of dispute resolution, in particular as regards the choice between international litigation, international commercial arbitration, and/or mediation.
A key aspect of international business contracts is that they are usually far more expensive to enforce than domestic business contracts. Pursuit of legal remedies in foreign courts requires retention of local legal counsel, translation of documents, etc. Since international litigation can be so costly, parties commonly bolster rely on various security devices and safeguards to reduce the likelihood of a need for legal recourse.
For example, an exporter of US$ 50,000 worth of goods to a new client may not wish to rely on the importer’s contractual promise to pay within 30 days of receipt. True, if the importer fails to pay, it will have breached the contract — but the legal cost to the exporter of suing in a foreign country may be well more than US$ 50,000. The contract[Page54:]itself is therefore, in many cases, not enough protection. That is why it is so common in international trade to see additional security devices, such as the use of letters of credit, bank guarantees, inspection certificates, and the like.
Consider the example of the exporter has granted open account terms backed by a standby credit. If the importer fails to abide by the contractual provisions for payment,, the exporter does not have to worry about the expense of legal recourse — it merely claims the standby credit.
There are a number of specific contracts that are extremely widespread in international trade; trade professionals should be familiar with each of these:
> Export Sale or Purchase Contract This is the foundation contract for international trade. Varieties include contracts for the sale of consumer merchandise and contracts for the sale of bulk commodities.
> Trade Services Contracts A number of contracts by service providers become an important part of the export process, notably:
> Cooperative contracts In each of the following contract structures, the exporter or principal enters into a cooperative arrangement with a foreign party to penetrate and exploit the foreign market:
> Goods are lost or damaged in transit
In trade transactions there is a greater risk that goods will be lost or damaged in transit as compared with domestic transactions, because goods must travel longer distances, must often be offloaded and transferred to different modes of transport (so-called “multi-modal transport”), and must cross at least two customs barriers.
Who is responsible, as between exporter and importer, when goods are lost or damaged in transit?
For every properly drafted sale contract there will be an Incoterms® rule or shipping term which designates where the exporter is to deliver the goods to the buyer. The[Page55:]chosen Incoterms® rule will determine the physical point where risk of loss transfers from seller to buyer. The next line of inquiry is to see if it is possible to determine where and when the goods were damaged/lost.
Consider the example of FOB, Free on Board. With FOB, the transfer of risk point is on board the named vessel at the port of loading. If the goods are damaged or lost between the seller’s factory and the vessel in the port, the seller will have failed to bring the goods across the transfer of risk point, and will therefore have breached the contract. Conversely, if the goods are damaged after having been loaded, the buyer will be liable for the loss.
Case: Damage or Loss in TransitSt. Paul Guardian Insurance Company v Neuromed Medical Systems
A German seller, Neuromed, sold an MRI machine to an American buyer under the following terms: “CIF New York Seaport”.
When the goods were damaged in transit, the buyer’s insurance subrogees (St. Paul Guardian Insurance) filed a claim against the manufacturer. Under the Incoterms® CIF rule, the risk of loss transfers to buyer upon shipment, and since the MRI had been loaded in good order, the seller had brought the goods across the transfer of risk point and the buyer bore the risk of any subsequent loss.
> The buyer is not satisfied with the goods as delivered
There are many reasons why an import buyer might be unhappy with the quality of the goods or with the exporter’s performance. For example: the quality of the goods may not fit the contract description or the buyer’s expectations; the goods may have been damaged because they were improperly packaged by the seller or negligently transported by the carrier; the goods may be delivered late; etc. In any of these cases, our first line of action will be to consult the contract and see if it is precise and detailed enough to resolve any dispute.
As a general rule, buyers will prefer to include a precise and detailed description of the goods in the sale contract because buyers can hold sellers responsible for meeting every part of that detailed description. Conversely, prudent sellers will be wary of excessive detail or specifics in the description of the goods, because even minor and unimportant variations from the contract description may allow the buyer to reject the goods or seek damages.
Given the crucial importance of the payment obligation in international transactions, buyers may wish to insist on provision of an inspection certificate, certifying the goods’ quality, before payment is triggered.
A very important practical point must be made here about the interaction between contract rights and payment method. Whoever is holding onto the money (and to a lesser extent, merchandise) when the dispute arises will be in a stronger position. If, for example, a buyer has insisted on “open account” payment terms (meaning the seller will be paid a certain time after delivery), and the buyer discovers a problem with seller’s goods when the goods are delivered, the buyer can simply withhold payment. In many cases, the seller will be willing to negotiate or compromise rather than pursue legal action in a foreign country.
> Actions against trade service providers: banks, carriers, insurers, customs brokers, etc.
In the above example, we first sought to determine who, as between seller and buyer, was responsible for the damage to or loss of the goods. It frequently happens that contractual non-performance is attributed to some fault on the part of a third party, for example, the carrier (e.g., the carrier admits losing or damaging the goods). Let us say, for example, that in the case of an FOB contract the carrier’s truck driver was negligent and caused an accident on the road from the seller’s factory to the local seaport. Although the seller may have an action against the carrier for damages, the seller is nonetheless liable to the buyer for its failure to meet the contract terms (under FOB the seller is required to have the goods loaded on board the named vessel). In other words, the seller must now either procure and deliver substitute goods, or pay the buyer damages, regardless of whether the seller is able to maintain an action against[Page56:]the carrier. From the buyer’s perspective, it is no excuse for the seller that the default was caused by a third party who was performing transport services for the seller. For this reason, it is sometimes said that the export sale contract is the “master contract” in the export-import transaction. The export sale contract determines who (as between seller and buyer) has primary responsibility for concluding the subsidiary transport, payment and/or insurance contracts.
Under a classic documentary sale transaction for the purchase of bulk commodities, for example, the buyer is obliged to begin the process by opening a letter of credit at a bank. Not just any letter of credit will do — it must conform precisely to the sale contract’s provisions (if any) on the matter. If the importer fails to open the credit as required by the sale contract, the importer will be in breach of the sale contract. The letter of credit, in turn, will usually require the seller to present a particular type of bill of lading, insurance policy and inspection certificate (and other documents). The exporter (or importer) is thus required (by the export sale contract) to enter into highly specific contracts with carriers, bankers, insurers and/or inspection companies. Each of these subsidiary contracts may be subject to different rules of law or regulations.
> Exporter wishes to terminate agency or distributorship relationship
The above examples relate to the basic export/import contract for the international sale of merchandise, which is the classic underlying contract in international trade. Another very common kind of international contractual relationship, involving agency or distributorship, leads to a different set of common problems. Let’s examine one of these.
Exporters enter into agreements with “agents” or “distributors” in order to better market the exporter’s goods in a foreign market. Agents market goods in exchange for a commission on sales, while distributors buy the goods, take title to them, and then resell them for a profit. In both cases the exporter enters into a potentially long-term cooperative agreement with a foreign party. A common problem ensues when the exporter, tempted by growth in the target market, seeks to terminate the contract in order to exploit the market directly on its own. In such cases the exporter may choose not to renew the contract when it reaches its term, or may seek to end the relationship immediately by exercising an option to terminate for good cause (because the agent or distributor has breached the contract).
Often an impending rupture arrives as unwelcome news for the agent or distributor, who may have invested years of time and effort in marketing the exporter’s product, and may depend on the revenues from that cooperative venture. Understandably, agents and distributors frequently seek to challenge, delay or forestall termination. Alternatively, they may seek to extract some sort of compensatory payment for the loss of the exporter’s business, known as a “termination indemnity”. The availability of a legal defense for the agent or distributor will vary significantly according to the mandatory law (national or local laws which may not be rendered inapplicable by contractual stipulation; such laws override any contractual provisions which contradict them). In some countries, specific laws govern the agency or distributorship relationship and are mandatory vis a vis the contract — meaning, the parties are not entirely free to structure the termination provisions in the contract. Thus, in many countries (notably those of the EU), an exporter will be required to give a commercial agent sufficient notice of any termination, and in contracts of sufficient duration, the exporter will be further compelled to pay a reasonable termination indemnity, an equitable payment meant to compensate the agent for the loss of the exporter’s business.
When a company finds itself involved in an international legal dispute, it will wish to determine at the outset which system of law will govern the dispute. If the company decides to pursue or defend its legal rights, it will have to determine where (in which country and/or which tribunal) to seek justice. In order to answer these questions, it is necessary to understand the inter-related concepts of choice of law, choice of forum, and jurisdiction (or competence).
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Strategies for Negotiating/Drafting the Dispute Resolution Clause
In most international business contracts the parties choose the applicable national law and the forum for resolving disputes in contract clauses which may be designated as “choice of law” or “choice of forum” clauses (or more generally, in a “dispute-resolution clause”).
From a strategic perspective, it can be more important for a party to insist upon the choice of forum than the choice of law. Given the intimidating costs and barriers of international litigation, if one is able to impose one’s own forum in the contract, this may dissuade the other party from litigation in the event of a dispute. Conversely, if one knows that the only way to pursue legal redress is to travel to a remote foreign city to undertake expensive and time-consuming procedures, one may be dissuaded from pursuing even a valid case. Thus, the choice of forum may be determinative because it may discourage one of the parties from pursuing legal redress in most cases.
Choice of law, on the other hand, may or may not be important depending upon whether the different laws which might apply are different in some way that would alter the outcome. For the most part, however, commercial laws around the world are remarkably similar. In many cases, therefore, it will not matter whether one particular law applies to the case as opposed to another. Conversely, the choice of forum almost always matters, because it affects the potential costs of dispute-resolution.
> Choice of Law
When a court is asked to determine the applicable law, this process is sometimes referred to as “choice of law.” The term choice of law also refers to the contractual clause or contractual language by which the parties agree to resolve any disputes that may arise by applying the particular law designated in the contract. Commercial parties are generally free to choose an applicable law, though in some countries this general freedom is subject to a constraint of reasonableness (unreasonable choices of law may not be upheld by the courts).
Most commonly, the party in the stronger negotiating position will impose its own national law in the choice of law clause. If the parties make no election, a court or arbitral tribunal called upon to settle a dispute will apply a “conflict of laws” analysis to determine the most appropriate law. All national legal systems contain principles of law related to “conflicts of law”. These rules enable courts called upon to resolve an international dispute to determine the most appropriate law to apply to the contract, and depending on the national and procedural context, this law may be referred to as “applicable law”, “proper law”, or “governing law”.
> Choice of Forum
The parties have some degree of freedom to choose the court or arbitral forum that will decide disputes. A “forum” is any place where a dispute may be lawfully settled, and can refer to a national court or arbitral tribunal (or some other form of alternative dispute resolution body).
An important exception to the normal rule of contractual freedom is found (in some countries) with respect to particular categories of disputes, such as labour or employment disputes, that must be settled under national law or before specialized courts. Such matters may be governed by mandatory national law and further considered “non-arbitrable”, such that any contrary contractual provisions will be rejected by the courts as unenforceable.
If the parties choose arbitration, they should include in their contract an effective arbitration clause, such as the standard clause provided by ICC (discussed further in Chapter 8).
If guided by expert arbitration counsel, parties choosing arbitration may be well advised to draft a detailed clause which specifies the applicable law, the seat of arbitration, the language of arbitration and the number of arbitrators (1 or 3 typically).[Page58:]
> The Role of Standard Rules and Customs of Trade
In international contracts it is common for external sets of rules to be “incorporated by reference” into the contract. The classic example of this formula is found in the Incoterms® rules, the ICC’s global standard definitions of trade terms. When traders agree to contract on the basis of FOB Incoterms® 2010, they incorporate into their contract the complete definition of FOB as per the Incoterms® rules.
Other important examples of standard rules incorporated by reference is found in the ICC’s various rules for financial instruments such as documentary credits and bank guarantees. For example, documentary credits are made subject to the UCP 600 (Uniform Customs and Practice for Documentary Credits, covered further in another lesson in this course), by incorporating a reference to the UCP 600 into the application for issuance of a documentary credit.
Another type of standard rule is found in various commodities markets, where industry associations prescribe a set of rules for concluding both spot and futures contracts. For example, in contracts made subject to the rules of the Refined Sugar Association (RSA), the parties must abide by the RSA’s highly specific rules, such as those dealing with the type of documentary credit to be issued.
Not only standard rules, but even previously-concluded contracts, can be incorporated by reference. Thus, for example, when the charterer of a vessel issues bills of lading, these may be made subject to the terms of the charter-party under which the vessel was chartered — even though the purchaser of transport services (the shipper) may never see the underlying agreement. Similarly, a sub-contractor that provides merchandise or services to an exporter may find that its contract with the exporter has incorporated by reference the exporter’s agreement with the import buyer. Clearly, it is preferable for parties or their counsel to have a chance to review any external rules or contracts that incorporated by reference, but in practice this review is often dispensed with (until a legal dispute obliges the parties to investigate).
It is even possible for a set of unwritten rules to apply to a contract, provided that it can be proven that these constitute an industry “custom of trade”, or “trade usage”.
Description of Goods in the Sale Contract: A case of fowl misunderstandingFrigaliment Importing Co. Ltd v B.N.S. International Sales Corp.
An American exporter of chickens entered into a contract with a Swiss importer for the sale of some 125,000 lbs. of chickens varying in weight from 1. to 3 lbs. When the initial shipment arrived, the importer discovered to its dismay that the birds were not young chickens suitable for broiling or frying, but were older “fowl” suitable only for stewing. The importer brought suit in U.S. Federal Court. The bemused judge noted: “The issue is, what is chicken?”
The contract did not resolve the issue, referring generally only to “chicken”. The judge heard contradictory testimony from various chicken experts (humans in the poultry trade). The exporter’s witness testified, somewhat unhelpfully, “Chicken is everything except a goose, a duck and a turkey.” In the end, the judge held that the burden of persuasion was on the plaintiff — the importer. If the importer wanted young chickens, it should have so specified in the contract. The importer claimed that there was a custom of trade pursuant to which “chicken” meant “broiler/fryer,” but its experts were unable to persuade the court that this custom of trade was actually prevalent.
> Jurisdiction (Competence)
Jurisdiction (or competence) is the legal authority of a particular court, tribunal or arbitral forum to hear and decide a legal dispute. If the parties fail to deal with the issue of jurisdiction (as by making an effective choice of forum in their contract), it is possible that multiple courts or tribunals in different countries will have overlapping or conflicting jurisdiction over the case. Hence, the great interest in simplifying matters by making a clear contractual choice.
Courts are cautious about exercising jurisdiction over foreign defendants, in part because this can be so onerous for the defendant. In the U.S., for example, in the absence of a clear forum selection clause in the contract, courts will only exercise[Page59:]jurisdiction over a foreign defendant if it can be established that the defendant has certain “minimum contacts” with the U.S., e.g., maintains an office in the U.S., does regular business with the U.S., or negotiated/signed the contract in the U.S. If it cannot be established that a defendant has minimum contacts with the U.S., the court will refuse to exercise jurisdiction, and grant the foreign defendant’s request to dismiss the case.
Benefit of a full set of legal terms
In commercial sales traders may conclude contracts on the basis of purchase orders alone. It is possible that such practice would not cause problems on a domestic basis, where the fallback legal provisions of domestic commercial law are well-known to both sides. Internationally, however, it is always better to complement the contract’s commercial terms with a full set of legal terms, which may be referred to as General Terms and Conditions.
In international trade as in domestic, traders should be wary of contracts based on a “handshake” or a simple written memorandum. All too often, international trade is conducted on the basis of contracts which are incomplete or inappropriate. Traders may seek to re-use contracts from previous transactions, or follow online form contracts. These are risky practices.
When a business dispute or uncertainty arises, reference to the contract is the first recourse of the parties. If the contract is silent or unclear, the parties may be forced to resort to litigation or arbitration. A full review of the contract is an essential part of negotiation and should not be neglected. Negotiations should not be limited to haggling or arguing over price or quality (though this is obviously important). Contracts are more than just weapons to be wielded in the unlikely event of a dispute. Rather, contract negotiation is most productive when the contract terms provide a written record of information-exchange on crucial, sensitive issues. In this sense, many disputes can be avoided by careful contract negotiation.
Traders should not be hasty to assume that they have no negotiating power, even when confronted with a standard form by a powerful counterparty — it may still be possible to obtain a significant contractual concession or modification. If a trader is not comfortable with a provision in the counterparty’s standard contract forms, one option is merely to send back a confirmation which accepts the contract subject to exclusion of the given clause or provision.
Are oral contracts enforceable in international trade?
Although complete written contracts are best, in some circumstances it is possible to conclude or modify a commercial transaction orally (e.g, under legal systems such as the UN Convention on International Contracts for the Sale of Goods). In some countries, however, written contracts are required for commercial transactions.
Case: Oral ContractsWhat did I sign? MCC Marble Ceramic v Ceramica
An American dealer of ceramic tiles visited a trade fair in Italy where he negotiated an agreement to purchase tiles from an Italian manufacturer. An oral agreement was reached on the issues of price, quality, quantity, delivery and payment. The Italian manufacturer then requested the American dealer to sign a standard form contract, which contained legal provisions written in Italian. Although the American dealer did not read or speak Italian, he signed the contract. Allegedly, the parties orally agreed that the provisions in Italian would not apply to the contract.
Later, the Italian manufacturer sought to impose the conditions of the form contract. In U.S. courts, the Italian manufacturer obtained an initial ruling that barred the American from introducing evidence of their supposed oral agreement, but this ruling was later reversed on appeal. Ironically, the Italian manufacturer sought to[Page60:]apply American law to the contract because the American “parol evidence rule” prohibits introduction of evidence related to oral agreements, but the American buyer prevailed on appeal because the court applied CISG rather than American law.
Comment: Do not be so eager to conclude an agreement that you skip over minimum contractual formalities (such as reading the contract before you sign it, or having your attorney do so). Do not sign a foreign language contract unless you can review a translation of its provisions.
> Pre-Contractual Liability — Letters of Intent and Memoranda of Understanding
Under the CISG and most commercial law systems, a contract is formed between exporter and importer when one party has made a sufficiently precise offer and the other has responded with an unconditional acceptance. However, the first contacts between the exporter and importer may arise far earlier as, for example, when the importer views a catalogue or advertisement prepared by the exporter and in response addresses a purchaser’s inquiry to the exporter, requesting detailed product specifications or prices. Another possibility is that the importer will issue an invitation to submit tenders (offers) for a specific project.
There are many possible variations on this pre-contractual negotiation phase, ranging from informal telephone contacts to highly detailed and binding offers. Initial contacts may lead to prolonged negotiations over prices or specifications, or may lead immediately to a contract. Statements made during the course of these initial contacts (pre-contractual statements) may or may not have a legally binding nature.
In most cases, statements made during negotiation will not be contractually binding (unless they are later incorporated into the contract). Courts have generally allowed parties some freedom to negotiate without the fear of incurring pre-contractual liability. However, there are several exceptions to this rule. If a contract results from the negotiations, and the pre-contractual statements made by one party turn out to have been misleading, the offending party may be held liable for the consequences of its misleading statements. While it is not possible to state a single, common legal principle that will apply in all jurisdictions, traders should apply commonsense notions of good faith to their pre-contractual negotiations and should take care not to make statements on which the other party is likely to rely to its detriment.
In certain complex transactions, the parties may come to a preliminary agreement, sometimes called an “agreement to agree”, which may or may not be enforceable, depending on circumstances and applicable law. Such an agreement may take the form of a “letter of intent”, “memorandum of understanding”, “heads of agreement”, “agreement with open terms”, “commitment letter” or “binder”. These preliminary agreements may be necessary when a certain major issue (such as obtaining bank approval for a loan or for obtaining a government authorization) is not yet known or definite. The preliminary agreement itself may be useful in getting a bank officer or government official to grant an approval or authorization. Another possibility is that the parties will use the preliminary agreement to resolve certain basic issues, while continuing to negotiate on more complicated matters.
One danger of preliminary agreements is that courts may accept them as being legally binding, even though one of the parties had no intention of being bound. One way of avoiding this problem is to include express language in the agreement to the effect that “this document is not intended to constitute a binding contract”, or “this document is only intended to indicate the parties’ willingness to negotiate and nothing more”. However, not all courts will consider such language to be decisive.
In some cases, both parties intend to conclude a contract but intentionally leave terms to be agreed upon in further negotiations. Here the critical issue for courts will be whether, in the event that the further negotiations fail, there is a suitably definite mechanism or “fall-back” standard enabling the court to supply the missing term(s). Therefore, the letter of intent should be used with some discretion. If the document is too vague or contains too many disclaimers, banks or government officials may not wish to rely on it.[Page61:]
However, if it is highly detailed and contains no disclaimers, it may be held to bind the parties as a valid contract. As a general rule, parties should not sign even preliminary documents unless they are truly ready to conclude a binding agreement if their terms are accepted by the other party.
Comparative law scholars classify national legal systems around the world as falling into a few great legal “families”, with the most influential of these being known as the civil law, common law and Shari’a (Islamic law) systems.
> Civil Law
Civil law systems are found in France, Germany, Italy and throughout continental Europe, as well as in Japan and much of South America. The defining characteristic of civil law systems is the reliance on a comprehensive code or statute. Civil law traces its history to Roman law and the Corpus Juris Civilis (Justinian Code). Modern civil law remains greatly influenced by two national codes — the French Civil Code of 1804 (Code Napoleon) and the German Civil Code of 1896. Given its historical development, civil law is sometimes referred to as Romano-Germanic law. In civil law jurisdictions the primary role of judges and courts is to interpret the codes, not to create new law.
> Common Law
Common law derives from English legal practices and principles. Common law systems are found in countries with a historical link to England — e.g., the U.S., U.K., Ireland, Canada, Australia, New Zealand and Nigeria. The distinguishing characteristic of the common law is its reliance on prior court decisions known as precedents.
While judges in civil law systems take notice of precedents, judges in common law systems are strictly bound by previous rulings, pursuant to the rule of stare decisis (the court is bound by the previous precedent). In civil law systems, the law is encapsulated in codes, and the judge’s role lies in applying the relevant statute to a particular case. In common law systems, the judge may apply a statute but is also bound by previous decisions. Common law judges, however, create new law when novel situations arise.
Another distinction lies in the scope of activity of the judge. Common law judges are assumed to be neutral and impartial arbiters whose role is limited to evaluating the case presented by the respective parties. In civil law systems, in contrast, the judge may have a greater investigative role.
> Shari’a
Another prominent legal system is that of Islamic law (also known as Shari’a), which is applied in countries in which Islam is the principal religion, such as Saudi Arabia, Jordan, Syria, Iran, Iraq, Afghanistan, Egypt, Indonesia, Pakistan, Algeria, Tunisia, Morocco and several others. Shari’a derives principally from the Koran and the teachings of the Prophet Muhammad and early Islamic scholars. As contrasted with the civil and common law systems, Shari’a places greater emphasis on religion as the source of guiding legal principles. However, given the great respect it accords business customs, Shari’a is quite compatible with international law and trade customs and with legal recourse by arbitration.
The differences between legal systems can help explain differences in business practices. Business people around the world — particularly those from civil law jurisdictions — profess shock at the length of contracts produced by American lawyers. The great level of detail found in American contracts can be explained in part by the freedom of contract allowed under the common law, and in part by the litigious nature of the American marketplace. Traders doing business in Islamic countries are well advised to understand concepts in Shari’a, such as that of riba, a legal doctrine that may be interpreted as prohibiting the charging of interest on business loans (which has led to alternative systems of “Islamic finance”). Even between two common law systems such as those of the U.S. and U.K., there are important differences.[Page62:]
Test Your Knowledge: International Contract Law
True or False?
Answers: 1. T 2. F 3. F 4. F 5. F 6. UK, Australia 7. F