International Commercial Contracts - Applicable Law

10 important questions on International Commercial Contracts - Applicable Law

What are some risks Business face in international contract?

  • Currency: exchange rates
  • Country: political risk (elections, brexit, war, revolution)
  • Credit: timely and complete payment
  • Third party: illegal or unethical behaviour
  • Documents: management and compliance

What does Civil and Islamic systems refer international contract as?

International Private Law

If seller and buyer (or service provider and client)  live in the same country and they didn’t agree upon an applicable law there is

No problem
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If seller and buyer (or service provider and client)  do not live in the same country and they did agree upon an applicable law there is

No problem

But what if they do not live in the same country and they did not make a choice?

There will be a risk of battle

For an international contract, a competent court or arbitral tribunal needs to assess which law it must apply to find answers to legal questions. The principle that governs this question in all legal traditions is

Party autonomy

The contractual clause that stipulates the choice is called a

Choice of law clause civil law) or proper law clause (common law)

Does the CISG combine common- and civil-law contract principles?

Yes

What is a referral rule?

A referral rule indicates how to find out which law applies to the contract in the absence of a choice of law by the parties

In case the parties to a sale of goods contract have not chosen an applicable law, the CISG applies in the following two situations.

(art. 1 CISG): • each of the parties is in a contracting State (see Table 8.3) • an IPL referral rule indicates that the law of the country which is a CISG member applies

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