Presentation at Seminar
Doing Business: NL vs USA
(2012 April 19, Amsterdam)
Organised by:
- Leading Edge Alliance
- Bol International
- Van Oers International
The document discusses the proper law or applicable law that governs international contracts. It explains that parties to a contract can choose the governing law, and this choice will be upheld so long as it was made in good faith. If no choice of law is made, courts will seek to determine the law with the closest and most substantial connection to the contract based on objective factors like the location of contract formation and performance. The document also outlines UK and Indian contract law principles and cases related to determining the proper law of a contract.
International Business Transaction - International ContractingMariske Myeke Tampi
Business behavior differs among cultures. Some cultures focus on the importance of developing a contractual and social relationship. Uniform Commercial Code provide a solid foundation of drafting contract. Japan, Russia and China also have a particular regulation regarding contract drafting. Let's check it out.
Contracts under private international law is governed by different principles and maxims. This slide gives you an idea about it and included all relevant case laws.
International Torts, Choice of law, double actionability rule, lex loci delicti commissi, Phillip v. Eyre, Watchter v. Harlley, red Sea Insurers v. Bouygues SA and Others etc
The document discusses the differences between the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Commercial Code (UCC) as they relate to international contracts for the sale of goods. The CISG aims to promote uniformity and predictability in international trade. It will apply to contracts between parties from different countries, unless the parties opt out and choose to apply another body of law instead. In contrast, the UCC governs domestic contracts for the sale of goods in the US. There are substantive differences between the two in areas like contract formation, the statute of frauds, and the battle of the forms. Because of these differences and courts' inconsistent application of the CISG, the document
This document discusses how international commercial disputes are resolved through judicial and non-judicial means. It outlines different cultural attitudes toward contracts between high and low context cultures. It then discusses alternative dispute resolution (ADR) methods like arbitration, mediation, and conciliation that are commonly used in international contracts. The document provides examples of arbitration clauses and international ADR organizations. It also discusses challenges with international litigation like jurisdiction, service of process, venue, applicable law, and enforcing judgments across borders.
This document provides a summary of 50 cases related to sections 7, 8, 9, 17, 34, and 61-80 of the Indian Arbitration and Conciliation Act of 1996. The document begins with an introduction to arbitration, conciliation, and the objectives of the Act. It then summarizes key cases related to arbitration agreements, interim measures ordered by arbitral tribunals, setting aside arbitral awards, and conciliation. The cases discussed cover issues such as the formal validity of arbitration agreements, referring parties to arbitration, courts' powers under section 9 to provide interim relief, and grounds for setting aside an arbitral award.
The document discusses the proper law or applicable law that governs international contracts. It explains that parties to a contract can choose the governing law, and this choice will be upheld so long as it was made in good faith. If no choice of law is made, courts will seek to determine the law with the closest and most substantial connection to the contract based on objective factors like the location of contract formation and performance. The document also outlines UK and Indian contract law principles and cases related to determining the proper law of a contract.
International Business Transaction - International ContractingMariske Myeke Tampi
Business behavior differs among cultures. Some cultures focus on the importance of developing a contractual and social relationship. Uniform Commercial Code provide a solid foundation of drafting contract. Japan, Russia and China also have a particular regulation regarding contract drafting. Let's check it out.
Contracts under private international law is governed by different principles and maxims. This slide gives you an idea about it and included all relevant case laws.
International Torts, Choice of law, double actionability rule, lex loci delicti commissi, Phillip v. Eyre, Watchter v. Harlley, red Sea Insurers v. Bouygues SA and Others etc
The document discusses the differences between the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Commercial Code (UCC) as they relate to international contracts for the sale of goods. The CISG aims to promote uniformity and predictability in international trade. It will apply to contracts between parties from different countries, unless the parties opt out and choose to apply another body of law instead. In contrast, the UCC governs domestic contracts for the sale of goods in the US. There are substantive differences between the two in areas like contract formation, the statute of frauds, and the battle of the forms. Because of these differences and courts' inconsistent application of the CISG, the document
This document discusses how international commercial disputes are resolved through judicial and non-judicial means. It outlines different cultural attitudes toward contracts between high and low context cultures. It then discusses alternative dispute resolution (ADR) methods like arbitration, mediation, and conciliation that are commonly used in international contracts. The document provides examples of arbitration clauses and international ADR organizations. It also discusses challenges with international litigation like jurisdiction, service of process, venue, applicable law, and enforcing judgments across borders.
This document provides a summary of 50 cases related to sections 7, 8, 9, 17, 34, and 61-80 of the Indian Arbitration and Conciliation Act of 1996. The document begins with an introduction to arbitration, conciliation, and the objectives of the Act. It then summarizes key cases related to arbitration agreements, interim measures ordered by arbitral tribunals, setting aside arbitral awards, and conciliation. The cases discussed cover issues such as the formal validity of arbitration agreements, referring parties to arbitration, courts' powers under section 9 to provide interim relief, and grounds for setting aside an arbitral award.
AIS 2102 Introduction to Law of ContractPreeti Sikder
Learning Outcome: After completion of this lesson students will be able to-
a) Define contract
b) Classify contracts
c) Identify the legal source in determining contractual relationship
d) Determine the capacity of parties to enter into a contract
e) Identify the elements of a contract
International business law is the practice of law in the global business community. It includes a focus on economics and the law, international commercial transactions, licensing, tariffs and taxes, and many other topics. International business law varies by jurisdiction. It builds on top of basic business law concepts by expanding them to an international arena.
This document provides an overview of international treaties based on a seminar covering their nature, creation, interpretation and termination. It defines treaties as written agreements between states, and outlines the treaty-making process of negotiation, adoption, ratification and entry into force. Key topics covered include reservations to treaties, the legal effect of treaties, interpretation of treaty terms, and circumstances allowing termination or amendment of treaties.
This document discusses key concepts in international law. It outlines three types of relationships governed by international law: between states, states and persons, and persons and persons. The main sources of international law are identified as international customs, agreements, treaties, charters, and precedents from international tribunals. The three main legal principles - act of state doctrine, sovereign immunity, and comity - are also summarized. An example case is provided to illustrate the principle of comity.
International law is defined as rules governing relationships between nations and individuals that have been accepted by the international community. It is largely consensual and developed from agreements, consensus, and accepted practices over time. Public international law deals with rules between nations and individuals, while private international law deals with rights and responsibilities of individuals and companies operating internationally. Primary sources of international law include treaties, customs, and general principles recognized by nations. Secondary sources include decisions and teachings of legal experts. Custom and usage also contribute to international law.
Convention on the Recognition and Enforcement of Foreign Arbitral Awards Joyce Williams
The document provides an overview of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. It notes that the convention was adopted in 1958 and has 156 signatories including Ghana. The key provisions discussed include that arbitration agreements must be in writing, the convention defines five grounds for refusing enforcement of an award, and courts can also refuse enforcement based on arbitrability and public policy concerns. The convention aims to encourage broad enforcement of international arbitration awards.
International Business Transaction - Arbitration of Disputes in International...Mariske Myeke Tampi
Describes arbitration as the means of dispute settlement which has a confidentiality as one of its advantage. Arbitration agreement has been described as well with the relevant arbitral source of law and its institutions.
This document provides an overview of treaties under international law. It begins by defining treaties and outlining their importance as a source of international law and for establishing international organizations and resolving disputes. It then discusses different forms treaties can take, from heads of state to ministerial agreements. Terminology for different types of treaties is examined, including conventions, declarations, and protocols. The document concludes by explaining the process for concluding and bringing treaties into force, including negotiation, ratification, accession, and entry into force.
The document discusses the various sources of international law, including treaties, customary international law, general principles of law, and subsidiary means for determining rules of law such as judicial decisions and scholarly works. It notes that international treaties are considered the most important primary source, as they reflect agreements between states. It also examines what constitutes customary international law and how judicial decisions can help clarify and develop international legal principles, despite not being binding precedents. The document provides examples to illustrate many of these different sources of international law.
The document discusses the law of treaties, specifically focusing on the Vienna Convention on the Law of Treaties. It provides definitions for key terms like "treaty" and discusses elements of a treaty based on the Vienna Convention. It also examines the conclusion of treaties, including treaty making capacity, steps to conclude a treaty through negotiation, adoption, expression of consent, and issues like reservations. The document is analyzing the law of treaties under the Vienna Convention framework.
T1, 2021 business law lecture 2 - contracts 1markmagner
This document provides an introduction to contract law. It defines a contract as an agreement between two or more parties that intends to create legal rights and obligations that can be enforced in court. Contracts can be classified as formal contracts, which do not require consideration, or simple contracts, which do require consideration from both parties. The essential elements for a valid contract are intention, agreement, consideration, capacity, consent, and legality. Intention refers to the parties intending to create legal relations. Agreement requires an offer from one party that is then accepted by the other party.
The document summarizes the key elements of a valid contract under Nepalese law:
1. Offer and acceptance between two parties with free consent are required. Consent must be free from coercion, undue influence, fraud or misrepresentation.
2. The terms of the contract must be certain and performance must be possible. Object and consideration must also be lawful.
3. Parties must have capacity to contract and intention to create legal obligations. Agreements may be invalid if illegal, against public policy, or create unreasonable restraint of trade.
4. Time, manner and place of performance are based on agreement or reasonableness. Damages for breach are compensatory, not punitive, and limited
This document is the Vienna Convention on the Law of Treaties from 1969. Some key points:
- It establishes rules and guidelines governing treaties between states, including how treaties are concluded, entered into force, amended, and terminated.
- It covers topics like what constitutes a treaty, who has authority to negotiate and sign treaties, how states express consent to be bound by treaties through actions like signature, ratification, and accession, and rules around reservations.
- The convention aims to codify international law regarding treaties and promote peaceful cooperation between states, in line with the UN Charter. It has been widely accepted, with over 100 state parties.
This document discusses the importance of including a proper law and arbitration clause when negotiating contracts. It recommends that such a clause specify that the contract will be governed by a particular country's law, such as English law, and that any disputes will be resolved through arbitration in a specified location, such as London. It also provides examples of language that can be used for such clauses and discusses issues like appointing arbitrators and arbitration procedures that parties may want to address in the clause.
Rahul gaur, pil assignment, bba l lb, b 09Rahul Gaur
1) Treaties are formal agreements between two or more nations that are a principal source of international law. The Vienna Convention defines a treaty as an international agreement in written form governed by international law.
2) There are different types of treaties, including bilateral treaties between two entities, and multilateral treaties between three or more countries. Treaties can be either "law-making" and establish rules and obligations, or "contractual" and establish mutually dependent rights and obligations between parties.
3) There are different approaches to interpreting treaties, including textualism focusing on the ordinary meaning of the words, intentionalism examining drafters' intent, and teleologism seeking to effectuate the purpose of
The document provides an introduction to contract law, covering key topics such as the purpose of contracts, elements of a valid contract, types of contracts, and remedies available even when no contract exists. It defines a contract as a promise that is legally enforceable, and discusses how contract law has developed over time, becoming less dependent on written forms and considering fairness. The types of contracts covered are bilateral vs unilateral, express vs implied, executory vs executed, and valid vs unenforceable/voidable/void agreements. Promissory estoppel and quasi-contract are also introduced as remedies when no contract exists. Sources of contract law discussed include common law, the Uniform Commercial Code, and the Restatement.
The document provides biographical information about Adrian Nugraha and his academic qualifications and areas of expertise. It then discusses key aspects of international law including:
- Definitions of treaties and international agreements
- The authority of states to make treaties
- Classifications of treaties
- The treaty making process
- Elements and formal script of treaties
- Adoption and authentication of treaties
- Consent to be bound by treaties through ratification, acceptance, approval and accession
- Withdrawal of reservations and objections to reservations
- Termination of treaties
The document serves as a curriculum vitae and overview of the law of treaties under international law.
Intention to Create Legal Relations : Presumptions and the RebuttalsPreeti Sikder
After completion of this lesson students will be able to :
a) identify the presumptions relating to domestic agreements and commercial transactions
b) distinguish between the two basic presumptions under the doctrine of intention to create legal relations;
The document discusses using viral marketing techniques such as issuing pamphlets in camps and homes for the disabled as well as placing billboards on highways with a domain name to promote a website.
Presentation at Seminar
Doing Business: NL vs USA
(2012 April 19, Amsterdam)
Organised by:
- Leading Edge Alliance
- Bol International
- Van Oers International
AIS 2102 Introduction to Law of ContractPreeti Sikder
Learning Outcome: After completion of this lesson students will be able to-
a) Define contract
b) Classify contracts
c) Identify the legal source in determining contractual relationship
d) Determine the capacity of parties to enter into a contract
e) Identify the elements of a contract
International business law is the practice of law in the global business community. It includes a focus on economics and the law, international commercial transactions, licensing, tariffs and taxes, and many other topics. International business law varies by jurisdiction. It builds on top of basic business law concepts by expanding them to an international arena.
This document provides an overview of international treaties based on a seminar covering their nature, creation, interpretation and termination. It defines treaties as written agreements between states, and outlines the treaty-making process of negotiation, adoption, ratification and entry into force. Key topics covered include reservations to treaties, the legal effect of treaties, interpretation of treaty terms, and circumstances allowing termination or amendment of treaties.
This document discusses key concepts in international law. It outlines three types of relationships governed by international law: between states, states and persons, and persons and persons. The main sources of international law are identified as international customs, agreements, treaties, charters, and precedents from international tribunals. The three main legal principles - act of state doctrine, sovereign immunity, and comity - are also summarized. An example case is provided to illustrate the principle of comity.
International law is defined as rules governing relationships between nations and individuals that have been accepted by the international community. It is largely consensual and developed from agreements, consensus, and accepted practices over time. Public international law deals with rules between nations and individuals, while private international law deals with rights and responsibilities of individuals and companies operating internationally. Primary sources of international law include treaties, customs, and general principles recognized by nations. Secondary sources include decisions and teachings of legal experts. Custom and usage also contribute to international law.
Convention on the Recognition and Enforcement of Foreign Arbitral Awards Joyce Williams
The document provides an overview of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. It notes that the convention was adopted in 1958 and has 156 signatories including Ghana. The key provisions discussed include that arbitration agreements must be in writing, the convention defines five grounds for refusing enforcement of an award, and courts can also refuse enforcement based on arbitrability and public policy concerns. The convention aims to encourage broad enforcement of international arbitration awards.
International Business Transaction - Arbitration of Disputes in International...Mariske Myeke Tampi
Describes arbitration as the means of dispute settlement which has a confidentiality as one of its advantage. Arbitration agreement has been described as well with the relevant arbitral source of law and its institutions.
This document provides an overview of treaties under international law. It begins by defining treaties and outlining their importance as a source of international law and for establishing international organizations and resolving disputes. It then discusses different forms treaties can take, from heads of state to ministerial agreements. Terminology for different types of treaties is examined, including conventions, declarations, and protocols. The document concludes by explaining the process for concluding and bringing treaties into force, including negotiation, ratification, accession, and entry into force.
The document discusses the various sources of international law, including treaties, customary international law, general principles of law, and subsidiary means for determining rules of law such as judicial decisions and scholarly works. It notes that international treaties are considered the most important primary source, as they reflect agreements between states. It also examines what constitutes customary international law and how judicial decisions can help clarify and develop international legal principles, despite not being binding precedents. The document provides examples to illustrate many of these different sources of international law.
The document discusses the law of treaties, specifically focusing on the Vienna Convention on the Law of Treaties. It provides definitions for key terms like "treaty" and discusses elements of a treaty based on the Vienna Convention. It also examines the conclusion of treaties, including treaty making capacity, steps to conclude a treaty through negotiation, adoption, expression of consent, and issues like reservations. The document is analyzing the law of treaties under the Vienna Convention framework.
T1, 2021 business law lecture 2 - contracts 1markmagner
This document provides an introduction to contract law. It defines a contract as an agreement between two or more parties that intends to create legal rights and obligations that can be enforced in court. Contracts can be classified as formal contracts, which do not require consideration, or simple contracts, which do require consideration from both parties. The essential elements for a valid contract are intention, agreement, consideration, capacity, consent, and legality. Intention refers to the parties intending to create legal relations. Agreement requires an offer from one party that is then accepted by the other party.
The document summarizes the key elements of a valid contract under Nepalese law:
1. Offer and acceptance between two parties with free consent are required. Consent must be free from coercion, undue influence, fraud or misrepresentation.
2. The terms of the contract must be certain and performance must be possible. Object and consideration must also be lawful.
3. Parties must have capacity to contract and intention to create legal obligations. Agreements may be invalid if illegal, against public policy, or create unreasonable restraint of trade.
4. Time, manner and place of performance are based on agreement or reasonableness. Damages for breach are compensatory, not punitive, and limited
This document is the Vienna Convention on the Law of Treaties from 1969. Some key points:
- It establishes rules and guidelines governing treaties between states, including how treaties are concluded, entered into force, amended, and terminated.
- It covers topics like what constitutes a treaty, who has authority to negotiate and sign treaties, how states express consent to be bound by treaties through actions like signature, ratification, and accession, and rules around reservations.
- The convention aims to codify international law regarding treaties and promote peaceful cooperation between states, in line with the UN Charter. It has been widely accepted, with over 100 state parties.
This document discusses the importance of including a proper law and arbitration clause when negotiating contracts. It recommends that such a clause specify that the contract will be governed by a particular country's law, such as English law, and that any disputes will be resolved through arbitration in a specified location, such as London. It also provides examples of language that can be used for such clauses and discusses issues like appointing arbitrators and arbitration procedures that parties may want to address in the clause.
Rahul gaur, pil assignment, bba l lb, b 09Rahul Gaur
1) Treaties are formal agreements between two or more nations that are a principal source of international law. The Vienna Convention defines a treaty as an international agreement in written form governed by international law.
2) There are different types of treaties, including bilateral treaties between two entities, and multilateral treaties between three or more countries. Treaties can be either "law-making" and establish rules and obligations, or "contractual" and establish mutually dependent rights and obligations between parties.
3) There are different approaches to interpreting treaties, including textualism focusing on the ordinary meaning of the words, intentionalism examining drafters' intent, and teleologism seeking to effectuate the purpose of
The document provides an introduction to contract law, covering key topics such as the purpose of contracts, elements of a valid contract, types of contracts, and remedies available even when no contract exists. It defines a contract as a promise that is legally enforceable, and discusses how contract law has developed over time, becoming less dependent on written forms and considering fairness. The types of contracts covered are bilateral vs unilateral, express vs implied, executory vs executed, and valid vs unenforceable/voidable/void agreements. Promissory estoppel and quasi-contract are also introduced as remedies when no contract exists. Sources of contract law discussed include common law, the Uniform Commercial Code, and the Restatement.
The document provides biographical information about Adrian Nugraha and his academic qualifications and areas of expertise. It then discusses key aspects of international law including:
- Definitions of treaties and international agreements
- The authority of states to make treaties
- Classifications of treaties
- The treaty making process
- Elements and formal script of treaties
- Adoption and authentication of treaties
- Consent to be bound by treaties through ratification, acceptance, approval and accession
- Withdrawal of reservations and objections to reservations
- Termination of treaties
The document serves as a curriculum vitae and overview of the law of treaties under international law.
Intention to Create Legal Relations : Presumptions and the RebuttalsPreeti Sikder
After completion of this lesson students will be able to :
a) identify the presumptions relating to domestic agreements and commercial transactions
b) distinguish between the two basic presumptions under the doctrine of intention to create legal relations;
The document discusses using viral marketing techniques such as issuing pamphlets in camps and homes for the disabled as well as placing billboards on highways with a domain name to promote a website.
Presentation at Seminar
Doing Business: NL vs USA
(2012 April 19, Amsterdam)
Organised by:
- Leading Edge Alliance
- Bol International
- Van Oers International
Presentation at Seminar
Doing Business: NL vs USA
(2012 April 19, Amsterdam)
Organised by:
- Leading Edge Alliance
- Bol International
- Van Oers International
This document describes the Tatsujin Umbrella 3.0, an umbrella that protects the user from both rain and radiation. It features ultra-dense lightweight clear micro-lead shielding (patent pending) that blocks radiation. It also includes a Bgeigi geiger counter with GPS that connects to mobile networks, providing real-time radiation readings and uploading mapped data. An optional deluxe model adds an extendable arm with an Emergency Tsunami Warning device and GPS tracker. The umbrella aims to surround and protect people from radiation, rain, and tsunamis.
The Enigma Engine is a proposed one-stop search and calendar website for kids' activities, events, and camps. It would connect local service providers like camps, museums, and sports organizations with parents and caregivers. Service providers could list their events and activities on the site. Parents could search for activities based on interests, location, time, and availability. The site would have a master calendar and email reminders. A 3-stage marketing strategy would involve signing up service providers, then publicizing the site to users, and finally offering premium services. Revenue models would include fees from service providers for listings, ads, and optional transaction fees, as well as premium services and partnerships for the user community. Initial costs are estimated to
The Enigma Engine is an online application that helps parents manage their children's schedules and activities over the summer or after school. It allows parents to search available activities based on interests, timing, location, and cost. Parents can then filter, register, and schedule activities. The application also allows activity providers to post events. Further research is needed, but the Enigma Engine aims to solve parents' problems finding and scheduling activities in one centralized place.
The document discusses the benefits of exercise for mental health. Regular physical activity can help reduce anxiety and depression and improve mood and cognitive functioning. Exercise boosts blood flow, releases endorphins, and promotes changes in the brain which help regulate emotions and stress levels.
Florius flowers willum van den hoogen cBolAdviseurs
Presentation at Seminar
Doing Business: NL vs USA
(2012 April 19, Amsterdam)
Organised by:
- Leading Edge Alliance
- Bol International
- Van Oers International
Ian enjoys interacting with and persuading people. He communicates in an engaging manner and prefers roles that allow flexibility and teamwork over technical details. Ian is motivated by social interaction, prestige, recognition, and feeling liked and accepted. He may become demotivated without enough social engagement or if his role is reduced.
This document provides an overview of Evergreen Marine Corporation's global transportation network and services. It discusses Evergreen's full container service routes that span five continents and over 80 countries, with over 240 service points worldwide. The network utilizes a chessboard-like structure of north-south and east-west routes. It also leverages the professional expertise of sea and land personnel to provide customers with safe, high-quality global logistics services.
This document provides an overview of X Capital Partners and their investment recommendation. It introduces the team members and provides an agenda. The main recommendation is to acquire IT Group and Integrate Co. in 2015, then combine Integrate and SSIT to realize synergies. IT Group would be split into IT Services and SSIT. The goal is to enhance value and exit the investment by selling the businesses in 2020, which could generate an IRR of 31.46% and $2.35 million in cash. Various deal structures and exit strategies are presented and evaluated. Risks are also discussed along with ways to mitigate risks.
This document provides information about partnership opportunities between Ohio Dominican University and corporations, non-profits, and government agencies. It highlights how ODU can help partner organizations through student internships, continuing education programs, hosting events, and access to professional speakers and resources. The president invites readers to explore how partnering with ODU can help organizations reach their goals and enhance their business through access to talent and expertise.
This paper presents a circuit analysis method for electromagnetic band gap (EBG) structures using transmission line theory. The EBG structure is modeled as a pure imaginary surface impedance. This allows calculating the reflection phase as a function of frequency and surface impedance. The analysis shows that the bandwidth of the EBG structure is defined by the frequency range where the reflection phase is between +90 and -90 degrees. The results of this analysis are validated by comparing with previously published full-wave simulations and good agreement is found.
Digg is a social news website where users can vote on stories from across the web, determining their ranking. Users can share news stories, comment on them, and follow other users with interesting stories. The site was created by Kevin Ross, Owen Byrne, Ron Gorodetzky, and Jay Adelson as an experiment in free advertising, later monetizing through Google AdSense. Key features include companies promoting their news, following other users, and determining stories' visibility through voting.
First Equity Note LLC specializes in buying and selling different types of financial notes, including mortgage notes, promissory notes, real estate notes, and land contract agreements. The document defines each type of note, explaining that a mortgage note obligates a borrower to repay a home loan, a promissory note is a written promise to repay a debt, a real estate note is used to purchase property, and a land contract allows a buyer to purchase property through installments. Contact information is provided for First Equity Note LLC to discuss selling various notes.
Catch the sun adventure challenge leafletWidehorizons
Widehorizons provides outdoor adventure education to children and young people across the UK through its six centers. It believes all children should have opportunities for inspirational outdoor experiences. However, it does not receive government funding and relies on donations to continue its services. The Catch the Sun event is an adventure challenge that Widehorizons organizes to raise funds, where teams bike and canoe between centers over 30km in 10 hours. It aims to provide both an adventure for participants and funding to support outdoor education for many children.
A contract is an agreement between two or more parties that specifies legally enforceable rights and obligations, typically involving the transfer of goods, services, or money at a future date. If a contract is breached, the injured party may seek damages or rescission in court. Contract law varies between common law, civil law, and mixed jurisdictions, but generally requires agreements to be honored. The UNIDROIT Principles aim to provide a harmonized framework for international commercial contracts independent of national laws.
This document discusses the key elements required for a valid contract under international business law. It begins by defining what a contract is and noting that agreements must meet certain characteristics to be considered legally binding contracts. It then examines the six main requirements for a valid contract: 1) compliance with any required formality, 2) offer and acceptance between the parties, 3) the capacity of the parties to enter a contract, 4) consideration in common law systems, 5) contractual intention of the parties, and 6) absence of invalidating factors like mistake, illegality or duress. Specific examples and comparisons between different legal systems are provided to illustrate each requirement.
Vskills contract law analyst sample materialVskills
This document provides an overview of contract law. It defines a contract as an agreement that is enforceable by law. The key elements of a valid contract are agreement, lawful consideration, capacity of parties, free consent, certainty and possibility of performance, and intention to create legal relations. The document discusses different types of contracts such as void, voidable, unenforceable, formal and simple contracts. It also provides details about Indian contract law, which is governed by the Indian Contract Act of 1872.
Powerpoint from textbook Business Law - the ethical, global, and e-commerce environment to accompany BA 330 course at the University of Alaska Fairbanks.
The document discusses the proper law of a contract in international commercial contracts. It explains that when parties to a contract are from different countries, the laws of multiple countries could apply. The proper law of the contract helps determine which country's law governs different aspects of the contract. Historically, the proper law was the law that the contract was most closely connected to based on factors like place of making or performance. Over time, courts have recognized party autonomy, allowing parties to choose the governing law, even if it has no connection to the contract. However, the chosen law must be valid and not against public policy. Determining the proper law and interpreting terms like "bona fide" and "public policy" remains ambiguous and
1. Consideration is what each party provides in a contract, such as money for goods. Executed consideration involves a thing in return for a promise, while executory consideration involves promises to perform future acts.
2. A party cannot claim consideration for doing something they are already legally obligated to do. A contract also requires an unforeseen event that radically changes completion and is not caused by either party to discharge the contract due to frustration.
3. An offer must be clearly defined and accepted for a contract to form, and an offer can end through rejection, lapse of time, or revocation. Acceptance generally occurs when a letter is posted, not received.
This document provides an overview of contracts and the contract formation process. It defines a contract as a legally binding agreement between two parties that creates obligations to perform or not perform specific duties. For a contract to be valid and enforceable it requires an offer, acceptance, and consideration between the parties. The document outlines the basic elements and types of contracts, as well as the process for developing, finalizing, and executing contracts on behalf of a university.
This document summarizes key aspects of Malaysia's Arbitration Act 2005.
It begins by explaining that the Act is based on the UNCITRAL Model Law and influenced by New Zealand's arbitration law. The purposes of the Act are to promote consistency with international standards, encourage arbitration as dispute resolution, and clarify the scope of judicial review of arbitral awards.
It then discusses the definition of an arbitration agreement under the Act and key principles like separability and arbitrability. Interim measures available from courts and arbitral tribunals are also summarized. The document provides examples of how the Act addresses issues like the form of arbitration agreements and a court's role when a dispute is also the subject of an
This document provides an overview of contract law. It defines a contract as a legally enforceable agreement entered into voluntarily by two or more parties. It notes that contracts consist of rights and obligations for each party and failure to perform obligations results in breach of contract. The document outlines the key elements required for a contract to be enforceable in court: agreement through offer and acceptance, intention to create legal relations, consideration exchanged between parties, and certainty of terms. It distinguishes between bilateral contracts that bind both parties and unilateral contracts that bind the offering party. An example case of Carlill v Carbolic Smoke Company is provided.
Enforcement of foreign arbitral awards Dechen Gurung
The document discusses international commercial arbitration and the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. It provides an overview of key aspects of the Convention, including that it establishes rules for recognizing and enforcing arbitral awards internationally. The Convention has 159 member states and aims to ensure arbitral awards are recognized and enforced similarly to domestic awards. The summary also outlines grounds for refusing recognition or enforcement of an award under the Convention.
This is a detailed overview of the enforcement of foreign arbitral awards: New York Convention 1958, with a special reference to the section on foreign arbitral awards in Nepalese Arbitration act 2055.
This document discusses the key elements of a valid contract under the Contract Act of 1872 in Pakistan. It explains that a contract is a legally binding agreement between two or more parties that creates rights and obligations. For an agreement to be considered a valid contract, it must meet several essential elements: there must be an offer and acceptance, lawful consideration, capacity of the parties to contract, free consent, a lawful object, certainty of terms, and compliance with any formalities required by law. The document outlines each of these essential elements in detail.
The document discusses the history and development of international commercial arbitration. It notes that arbitration first emerged in Europe in the 1920s to resolve international business disputes privately. Since then, various conventions and rules have been adopted to facilitate arbitration, including the New York Convention of 1958. The document outlines key definitions and concepts in international commercial arbitration such as the meaning of "international", different types of arbitration, and the laws that typically govern arbitration proceedings and awards. It also discusses important issues that commonly arise like jurisdictional questions and the interplay between procedural and substantive laws. The conclusion is that arbitration can replace court proceedings in India by offering faster and cheaper dispute resolution while allowing parties more flexibility and control over the process.
This article " The Singapore Mediation Convention, 2019" explains the the United Nations Convention on International Settlement Agreements Resulting From Mediation. It makes a case for the use of mediation by States in the context of Investor-State conflict management. On 7 August forty-six Countries, including China and the US, signed the United Nations Convention on International Settlement Agreements Resulting From Mediation (“Singapore Convention”).
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Loyens loeff sabine kerkhof
1. THE NETHERLANDS – UNITED STATES
A BRIEF OVERVIEW OF THE KEY DIFFERENCES BETWEEN
US AND DUTCH CONTRACT LAW
Sabine Kerkhof
Attorney in Rotterdam, the Netherlands since 2001
Practiced in the New York office in 2005 - 2009 April 18, 2012
2. LOYENS & LOEFF
• Independent full-service law firm specialized in providing legal and tax
advice.
• Home market: Benelux.
• Worldwide: 1,500 employees, including more than 800 legal and tax
experts.
• 12 branches in the major international financial centers, such as
London, Tokyo and New York.
• Recently opened a branch in Hong Kong.
2
3. INTERNATIONAL TRADE
• The economies of the Netherlands and the US largely depend on
international trade.
• The Netherlands are one of the major investors in the United States
and, vice versa, are the United States the largest investor in the
Netherlands. As a result, a large number of commercial contracts is
concluded between Dutch and US contract parties.
Source: 'Economic Ties between the USA and the Netherlands' of the Dutch embassy in Washington DC (see:
http://economicties.org/key-findings/).
3
4. CONTRACTING WITH A US COUNTERPART (1)
When contracting with a US counterpart, the commercial contract will
usually provide which laws (Dutch law or the laws of a certain US state)
govern the agreement and any disputes arising out of or in connection
therewith.
While these two legal systems have many points of convergence, there are
some important differences in the way they approach certain key issues
regarding the performance and interpretation of contractual duties and
rights.
4
5. CONTRACTING WITH A US COUNTERPART (2)
Three important differences between Dutch and US contract law are:
1. pre-contractual liability;
2. interpretation of contractual duties and rights; and
3. penalties or liquidated damages.
Before I will discuss these differences, I will briefly explain:
1. the consequences of the choice of law for either Dutch law or the laws
of a certain US state; and
2. the consequences of a submission to jurisdiction of a Dutch or a US
court or to arbitration.
5
6. GOVERNING LAW (1)
Question: which law governs the commercial contract concluded between
a Dutch and a US counterpart?
Note: US contact law does not exist. In the US contract law is usually a
matter of an individual state‟s substantive law. Most US states have
enacted the Uniform Commercial Code (UCC) which contain amongst
others rules regarding sales contracts.
6
7. GOVERNING LAW (2)
1. Choice of law
In principle, when the commercial contract contains a choice of law
provision, the chosen law will govern the contractual rights and obligations
contained therein.
A Dutch court may, however, give effect to mandatory rules the laws of
another jurisdiction with which the situation has a close connection, if and
insofar as, under Dutch law or of the laws of that other jurisdiction, those
rules must be applied, irrespective of the chosen law.
7
8. GOVERNING LAW (3)
2. United Nations Convention on Contracts for the International
Sale of Goods
The Netherlands and the US are party to the United Nations Convention
on Contracts for the International Sale of Goods. The UN Convention
provides a uniform text of law for international sales of goods and applies
to contracts concluded between international parties, unless the parties
have explicitly excluded the applicability of the UN Convention. The UN
Convention does not apply to contracts for services.
In the event that the commercial contract does not exclude the applicability
of the UN Convention, the UN Convention will determine e.g. the validity of
the commercial contract and the non-performance by a party of his
obligations thereunder. The chosen law continues to play a (minor) role as
certain matters (e.g. compatibility with the public policy) are not governed
by the UN Convention.
8
9. GOVERNING LAW (3)
To the extent that the commercial contract does not contain a choice of law
provision, but excludes the applicability of the UN Convention, the laws of
the jurisdiction with which the matter has the closest connection will be
applied by a Dutch court.
9
10. CHOICE OF VENUE; JURISDICTION/ARBITRATION (1)
Question: which court or tribunal has jurisdiction to hear disputes arising
out of or in connection with the commercial contract?
Jurisdiction of a Dutch or a US court
In principle, the court designated in the commercial contract as the court
that has exclusive jurisdiction to hear any dispute arising out of or in
connection therewith, is valid and binding under Dutch law insofar as such
laws are applicable. The parties may always bring claims before the
provisional measures judge (voorzieningenrechter) of a competent Dutch
court.
10
11. CHOICE OF VENUE; JURISDICTION/ARBITRATION (2)
Note: There is no treaty between the Netherlands and the US regarding
the acknowledgement and enforcement of a judgment rendered by a Dutch
court in the US and vice versa. In the absence of an applicable treaty, a
judgment rendered by a US court will not be enforced by Dutch courts. In
order to obtain a judgment which is enforceable in the Netherlands the
claim must be re-litigated before a competent Dutch court. The Dutch court
will, under current practice, generally grant the same judgment without re-
litigation on the merits.
11
12. CHOICE OF VENUE; JURISDICTION/ARBITRATION (3)
Arbitration
If the commercial contract contains a provision pursuant to which the
parties agree to submit disputes to arbitration in the US, the enforcement
in the Netherlands of an arbitral award rendered in the US will be subject
to the provisions of the Convention on the Recognition and Enforcement of
Foreign Arbitral Awards of New York, 1958.
12
13. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PRE-CONTRACTUAL LIABILITY (1)
Question: does pre-contractual liability exist for parties who have
negotiated a contract, but in the end no contract was signed?
USA
General rule: no liability for the contents of a contract that has not been
signed or otherwise entered into.
However: liability for the performance of the contract terms may be
incurred by a party if that party has induced its counterpart to rely upon a
representation that the contract will be executed.
13
14. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PRE-CONTRACTUAL LIABILITY (2)
For example, if one party negotiating an agreement provides assurances
or other representations to its counterpart that it will sign a contract, and
that counterparty commits an act or relies in some manner upon that
promise to sign the contract, the party who made such representations
may be held liable for the performance of that contract or other damages
even though the contract was never formally entered into. Other acts
inducing a party to rely on some or all of the conditions found within an
unsigned contract may also cause liability for the inducing party to arise.
Aside from issues of reliance described above, under the relevant
principles of common law parties generally will not be held to the terms of
an agreement prior to its formal execution.
14
15. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PRE-CONTRACTUAL LIABILITY (3)
THE NETHERLANDS
Under Dutch contract law a party may be held liable for the performance of
the terms of a contract if such party breaks off the contract negotiations
during the advanced stages of contract negotiations.
Unlike in the US, this type of pre-contractual liability does not depend on
whether there has been reliance by one party on another's representations
- but rather it is a question of contractual "good faith". According to Dutch
case law, the pre-contractual good faith principles found within
Netherlands contract law may prohibit parties from walking away from a
contract where they have negotiated the terms to a fairly advanced level.
15
16. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PRE-CONTRACTUAL LIABILITY (4)
This Netherlands legal doctrine allows for a negotiating party who has not
signed a contract to be held liable for the performance of the terms thereof,
if it is found that this party has broken off the negotiations in bad
faith. Remedies for this aspect of pre-contractual liability have been
generally accepted in Dutch case law to include variable levels of possible
damages. Where a party is found to have negotiated in bad faith they may
be held liable to pay compensation ranging from reimbursing a
counterparty for the costs the of negotiations to full damages for lost profits
(the latter being considered an extreme result).
16
17. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
INTERPRETATION (1)
Question: can draft versions of a contract, which were
exchanged during negotiations prior to the signing of the contract, be used
to explain the intent of the parties?
USA
Grammatical interpretation
Where the language of a contract is plain and unambiguous its meaning
should be determined without reference to extrinsic facts or aids. The
intention of the parties must be gathered from the language of the
executed version of the contract, and from that language alone.
17
18. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
INTERPRETATION (2)
Parol evidence rule
In addition, US contract law generally follows the parol evidence rule.
According to the parol evidence rule a writing intended by the parties to be
a final embodiment of their agreement cannot be modified by evidence of
earlier or contemporaneous agreements that might add to, vary, or
contradict the writing. This rule operates to prevent a party from
introducing previous extrinsic evidence of negotiations to modify the
content or explain the meaning of an express agreement.
18
19. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
INTERPRETATION (3)
Exceptions
Exceptions to this rule exist, for example where it can be proven from the
contract language itself that an ambiguity exists. Parties must, however,
meet a high threshold before they are allowed to introduce extrinsic
evidence such as prior drafts of a contract or letters of intent signed before
entering into the main contract.
19
20. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
INTERPRETATION (4)
THE NETHERLANDS
The interpretation of contract provisions under Dutch law is, according to
the Dutch Supreme Court, not merely governed by the grammatical
interpretation of the text of a contract (although the textual analysis may be
persuasive).
The prevalent rule of contract interpretation under Dutch law is that the
interpretation of a term is guided by the meaning which the parties in the
given circumstances might reasonably attribute to that clause. Essentially
this means that an investigation may be conducted into what meaning the
parties attributed to the relevant term at the time of contracting.
Events which occurred before contract closure will play a central role in
ascertaining the intent of the parties and the evidence introduced on
this issue will often include prior drafts of the contract which were
negotiated but not signed, as well as correspondence exchanged between
the parties prior to the signing of an agreement.
20
21. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PENALTIES OR LIQUIDATED DAMAGES (1)
Often an international commercial contract contains a provision which
requires one party to pay to the other party a specified sum in the case of
default.
Example:
Upon the occurrence of any event which constitutes a breach of the duties
of party A, it shall without notice of default being required, forfeit to party B
a penalty in the amount of EUR 50,000 and, in addition, a penalty in the
amount of EUR 5,000 for each day or part thereof that aforementioned
breach continues.
Question: Is such clause enforceable in the US and in the Netherlands?
21
22. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PENALTIES OR LIQUIDATED DAMAGES (2)
USA
In the US a distinction must be made between:
1.penalties; and
2.liquidated damages.
A clause requiring one party to pay the other party a sum of money as a
punitive measure/punishment for failure to perform a contractual obligation
or duty, is regarded as a penalty. In the US such penalty clause is held to
violate public policy and will not be enforceable.
22
23. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PENALTIES OR LIQUIDATED DAMAGES (3)
A penalty clause must be distinguished from a clause requiring liquidated
damages to be paid by a party breaching its contractual duties/obligations
towards the other party.
The distinction between such clauses is that a liquidated damages amount
is a defined sum within a contract which is a just or reasonable estimation
of the damage which a party would likely suffer in the event of a breach. In
contrast, a penalty clause does not bear a connection to what may be
reasonably anticipated as just compensation for a breach of contract - but
rather is intended to act as security against non-performance or as a
means of punishing non-performance. Liquidated damages provisions are
enforceable in contracts governed by the law of most American states.
23
24. DIFFERENCES BETWEEN US AND DUTCH CONTRACT LAW:
PENALTIES OR LIQUIDATED DAMAGES (4)
THE NETHERLANDS
The Dutch Civil Code contains the following definition of a penalty clause:
"Any clause which provides that an obligor, should he fail in the
performance of his obligation, must pay a sum of money or
perform another obligation, is considered to be a penalty clause,
irrespective of whether this is to repair damage or only to
encourage performance."
Pursuant hereto, penalty clauses as described in the Dutch Civil Code are
enforceable. However, a contractual penalty may be mitigated by the court.
24
26. EMPLOYMENT
In the event that the Dutch company decides to set up a branch or a US
legal entity through which it will enter the US market, it may wish to engage
personnel for e.g. the marketing and sale of its products in the US.
USA – THE NETHERLANDS
Contrary to the Netherlands, most employment in the US is “at-will”, which
means that there is no contractual agreement between the employer and
the employee. Either party can terminate the relationship at any time,
without showing cause and without incurring any liability. There are,
however, some important exceptions hereto:
• collective bargaining agreements negotiated by labor unions;
• employment contracts which are occasionally used for key employees;
• termination involving unlawful discrimination or violation of public policy;
• companies with written internal policies or employee handbooks that
confer broader rights to employees, such as notice periods and
severance.
26
27. PRODUCT LIABILITY
When a Dutch company sells goods to a US counterpart and a person is
injured as the result of using such product, he or she may sue the Dutch
company to recover money to compensate for the injury. This area of law
is known as products liability. Especially the high damages awarded in
product liability cases, makes US product liability different from Dutch
product liability.
Both in the US and in the Netherlands the following applies:
Everyone in the distribution chain can be sued for the full amount of
damages; from the manufacturer, to the retailer who sold the product, to
the end user. However, just because the product distributor and retailer
can usually be sued does not mean that they are ultimately responsible
even though they may end up paying some or all of the damages.
Ultimately, it is only the party that caused the injury, that is responsible.
27
28. LIMITATION OF EXPOSURE (1)
1. Product safety plan.
To limit the Dutch company‟s exposure to product liability suits in the US, it
should develop a plan that is aimed to address real safety concerns and
also to prepare the company for litigation.
The product safety plan should (amongst others) include:
a) the company‟s and its suppliers‟ manufacturing quality control
programs;
b) the adequacy of the company‟s product warnings and instructions; and
c) the adequacy of the company‟s accident reporting and investigation
procedures.
28
29. LIMITATION OF EXPOSURE (2)
2. Insurance.
The Dutch company should obtain insurance against product liability
claims in the US. The fact that the Dutch company has a product safety
plan may decrease the amount of insurance premiums due.
29
30. DISCOVERY (1)
In the event that the Dutch company has a dispute with its US counterpart
regarding the performance of the commercial contract, it may be faced with
discovery.
Discovery is the pre-trial phase in a lawsuit in which each party can obtain
evidence from the opposing party by means of discovery devices.
Discovery should enable a party to procure evidence in admissible form
directly relevant to the claims and defenses asserted in the pleadings
through the most efficient, non-redundant, cost-effective method
reasonably available. Discovery should not be an end in itself; it should be
merely a means of facilitating a just, efficient and inexpensive resolution of
disputes. Often, however, discovery is used to „convince‟ the other party to
settle the dispute.
30
31. DISCOVERY (2)
The discovery devices include:
1.requests for answers to interrogatories;
2.requests for production of documents; and
3.requests for admissions and depositions.
Discovery in the US is mostly performed by the litigating parties
themselves, with relatively minimal judicial oversight.
A duty to preserve evidence arises when there is knowledge of a potential
claim, namely when litigation is pending or imminent, or when there is
reasonable belief that litigation is foreseeable.
31
32. DISCOVERY (3)
Once a party reasonably anticipates litigation, it must suspend its routine
document retention/destruction policy and put in place a litigation hold to
ensure preservation of relevant documents.
Sanctions are appropriate when there is evidence that a party‟s spoliation
of evidence threatens the integrity of the court.
32
33. INTERNATIONAL TRANSACTIONS (1)
A Dutch company that wishes to do business in the US can structure its
US business activities in various ways:
a. set up a separate US legal entity, e.g. a corporation (Inc.), or a limited
liability company (LLC);
b. enter into a joint venture with a US counterpart (either through a jointly
owned legal entity or based on an agreement); or
c. enter into commercial contracts with US counterparts.
33
34. INTERNATIONAL TRANSACTIONS (2)
Distribution or agency
Often Dutch companies sell their goods through a US distributor or a US
agent, whereby:
1. the distributor will (directly) purchase the products from the Dutch
company and resell them on the US market for its own risk and
account; and
2. the agent will sell the Dutch company‟s products in the name and on
behalf of the Dutch company. In return for his services, the agent will
receive a commission.
34
35. INTERNATIONAL TRANSACTIONS (3)
Direct sales
• Alternatively, the Dutch company may sell its goods in the US by
entering into sales contracts with customers in the US directly.
• Advantage of the direct sale of goods is that the Dutch company does
not have to pay the distributor or agent for its services.
35
36. What Others Say About Us
International Recognition & Awards
This Benelux firm is synonymous with Loyens & Loeff is ranked first, based on the
expertise in tax law ... clients appreciate the number of transactions, in the Mergermarket
firm’s high-level service and expertise in all Benelux M&A League Table for 2011.
areas of tax law". Consistent top 2 ranking since 2006.
Loyens & Loeff achieves the highest score for Loyens & Loeff Belgium was selected as
tax advice in the Netherlands in International Belgium Tax Firm of the Year by the
Tax Review’s World Tax 2010. professional journal International Tax Review.
Loyens & Loeff again scored highly in the
Legal 500 in 2011: "Loyens & Loeff is Loyens & Loeff is the only Benelux-based firm
outstanding, with its width of services and listed in the American Lawyer Global 100.
large network of almost 400 tax specialists".
Once again Loyens & Loeff is # 1 in Loyens & Loeff has been named the ‘Best
PropertyNL’s compiled list of real estate Benelux Law firm’ of 2011 by the jury of the
lawyers based on numbers of lawyers. We head International Legal Alliance Summit Awards
the list way ahead of our competitors. (ILASA).
Loyens & Loeff ranks second in Overfusies.nl's
Loyens & Loeff is a recommended law firm in
League Tables for 2010, in terms of number of
the 2012 edition of the IFLR Guide.
deals.
Amsterdam, 16-3-2012 Willem Bongaerts
36
37. Contact details
Sabine Kerkhof
Loyens & Loeff N.V.
Blaak 31, 3011 GA Rotterdam
P.O. Box 2888, 3000 CW Rotterdam
T: +31 10 224 61 67
M: +31 653 58 80 74
Sabine.Kerkhof@loyensloeff.com
Any advice contained herein (1) was not written and is not intended to be used, and cannot be used, for the purpose of avoiding any tax penalty that may
be imposed on the taxpayer, and (2) may not be used in connection with promoting, marketing or recommending to another person any transaction or
matter addressed herein.
Although this information was composed with the greatest possible diligence, Loyens & Loeff cannot accept any liability for consequences arising from the
use of this information without its cooperation.
37