Imagination at work. David Echenberg P&W Legal Counsel December 18 th, 2015 Session IV – National...

Imagination at work.

David Echenberg P&W Legal Counsel

December 18th , 2015

Session IV – National & International Contracts

See tutorial regarding confidentiality disclosures.

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Agenda

Final Class: Recap and Exercises

Title or Job Number | XX Month 201X


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Warm Up

The world is a small place

Where do you think the Verranzzano Bridge is?

1.Greve, Tuscany

2.Sheffield, England

3.Hong Kong

4.New YorkTitle or Job Number | XX Month 201X

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Recap: Contract Formation

Formation1.Offer: one Party promises to provide

something of value in the future;

2.Acceptance: the offer is unconditionally accepted by the other Party’) ;

3.Consideration, something of value is promised in exchange;

4.There is mutual intent of both Parties to carry out the agreement;

5.Capacity as to age and mental ability;

6.Legally enforceable: a ‘legal’ contract

Pro – Bono Contract Law| 20 November 2015

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Recap: Contract Terms

Terms1.Price: how much does it cost?

2.Warranties: What type of protection and how long

3.Termination: Getting out of the contract

4.Dispute Resolution: Negotiation, Courts, Arbitration

5.Governing Law: The Law of the country that applies to the Contract


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National Contract: Definition

Both Parties come from the same country; AND

The Offer and Acceptance occur in the same country; AND

The place of Performance occurs in the same country, including the production, transportation and delivery.

The following criteria are required for a contact to be considered a national contract:


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International Contract: Definition

The Parties come from different countries; OR

The Offer or Acceptance occur in different countries; OR

The place of Performance occurs different countries, being the production, or transportation or delivery

One or more of following criteria are required for a contact to be considered an international contract.


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Main Differences

Governing Law: Means the Law that will apply to the Contract. Even if the Parties forget to write the Governing Law in the Contract, it will apply

Consequences: The Governing Law will establish the rules regarding Contract Formation, Termination and Dispute Resolution. if some aspects of the contract are omitted then the Contract will not be valid….(eg Termination, Warranty, Dispute Resolution)

Choice of Law: Means the Law that will apply to the Contract if the Contract is silent. These are rules to determine which Governing Law applies (e.g. Rome convention and the place of performance);

Consequences: Once the choice of law rules are applied and a Governing Law is established, after the rules regarding Contract Formation, Termination and Dispute Resolution will be appliedPro – Bono Contract Law| 20 November 2015

National Contracts

International Contracts


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International Law: Rome Convention If the parties to an international contract forget to select the Governing Law in Europe, the Rome Convention. For example…Article 4 holds that A contract for the sale of goods shall be governed by the law of the country where the seller has his habitual residence; and a contract for the provision of services shall be governed by the law of a country where the service provider has his habitual residence. Title or Job Number | XX Month 201X


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International Law: Vienna Convention If parties to an international contract decide, they may agree for the Vienna Convention to apply to the contract. This will apply an additional set of rules that will replace the national law in some cases such as the rules on offer and acceptance and rules on the quantity and quality of goods and warranty provisions.

Title or Job Number | XX Month 201X

EXERCISE ILuiga who lives in Muggio wants to purchase a turbine to generated electricity for a shopping centre in Lugano..

Elena is an employee of company that sells small turbines who lives in Milan.

Luiga and Elanare to negotiate a valid contract at the best price and the best terms possible.

Points will be given to Buyer and Seller.

Good Luck!

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Exercise 1 Marketing Contract

Contractual Criteria Agreed Terms Points

1.

2.

3,

4.

5.

6.

7

8

9

Total

Imagination at work. David Echenberg P&W Legal Counsel December 18 th, 2015 Session IV – National...

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