This 12 hour course is intended:

- to introduce participants to the basic rules of public international law and to the major international organizations of relevance to business,

- to present and compare the most influential legal systems (common law, civil law, hybrid, emerging),

- to expose students to the general rules of private international law applicable in a business context with particular attention to questions of contract.

Frequent recourse is made to economic analysis to explain legal rules. Legal rules are also situated in their ethical context.
 
 

In addition to the book of readings which will be distributed to participants, ample use should be made of the materials on the Professor's Webliography on International and Comparative Business Law, in particular the sections on Public and private international law and on International trade
 
 

SESSION ONE (4 class hours):

Scope of application of public international law
Subjects of public international law
Sources of public international law
Sovereignty
State responsibility
Act of state doctrine
GATT
IMF

Case studies:

OECD Convention with respect to corruption and the Convention with respect to Money Laundering
The Screwdriver Case before the GATT

web sources:

Public International Law Sources and readings
List of International organizations
 
 

Assignment 1 - Relations between public and private international law
Barcelona Traction Light and Power, International Court of Justice

A group of shareholders who are citizens of Belgium invest in a company incorporated in Canada, the only business of which consists in the production and distribution of electricity in Spain. The operations in Spain are carried on through a branch of the Canadian company.

At a certain point in time, a group of Spanish holders of bonds issued by the Canadian company sue the Canadian company before the Spanish courts alleging that the Canadian company has defaulted on the payments on the bonds. The Spanish court of first instance finds in favor of the Spanish bondholders, declares the Canadian company in default on the bonds, seizes the Canadian company's assets in Spain, auctions them off, and declares the Canadian company bankrupt.

What are the recourses of the Belgian shareholders and what are their chances of success?
 
 

SESSION TWO (4 class hours):

Subjects of private international law
Sources of private international law
Jurisdiction
Choice of law
Enforcement of foreign judgments
Arbitration

web sources:
 

case studies:

Union Carbide in Bhopal
LICRA vs Yahoo, Tribunal de Grande Instance de Paris, 2000

Assignment 2: Applicable law in matters of contract

An American tourist comes to France for a holiday. He goes into a boutique on Boulevard Saint-Germain and buys a couch. He pays cash. He gets a receipts on the letterhead of the boutique which identifies the couch, indicates the price, that it has been paid, and that the price includes the cost of freight, insurance and duties to the New York apartment of the buyer.

72 hours later, after his return to New York, the customer measures his living room and decides that the couch is too big. So he immediately sends a fax to the Paris boutique, which the boutique receives, stating that he cancels the order.

In the meantime, the boutique has already had the couch loaded onto a ship toward New York.

Under French law, any consumer has the right to cancel any contract with a merchant within 7 days of the conclusion of the contract. Under New York law, any consumer has the right to cancel any contract with a merchant within 48 hours of the conclusion of the contract.

Assuming that either a New York or a Paris court would accept jurisdiction to hear the case, what are the US customer's chances of getting his money back?
 
 

SESSION THREE (4 class hours):
 

Case studies:

Battle of the forms
Electronic contracts
 

web sources:

Guide to International Trade Law Sources on the Internet

Assignment 3 - The battle of the forms in international sales

A French exporter of textile weaving machinery receives a letter from an American company containing a document on the letterhead of the US firm and which is entitled "Order". The US firm orders a weaving machine from the French exporter and indicates the seller's stock keeping unit reference and a price of FF 500,000 ex works as per the catalogue, delivery whenever possible. The American buyer's form states on its front that "All other terms and conditions of this order appear on the back hereof". On the reverse side, there are such terms which include the following provision: "This contract shall be governed by the law of the State of New York."

The French exporter decides to accept the order and mails back to his US customer, who receives, his standard form of "Conditions de vente" (terms of sale). On its face, the French exporter reproduces the stock keeping unit, the price of FF 500,000 and states that delivery will be carried out within 30 days. This form also makes reference on its face to the "Autres conditions de vente" (other terms of sale) on the reverse side. Indeed on the reverse side of the "Conditions de vente", there is a provision which states that "Ce contrat sera régi par la loi française" (This contract shall be governed by the law of France).

After exchange of these documents, the French exporter duly delivers the machine. But, in the meantime, the US buyer has run into a major problem: his own customer, for whose production it has ordered the French machine, has gone bankrupt and the US firm no longer needs (or wants) the French exporter's machine.

Can the US buyer get out of the deal? On what basis? Please refer to the relevant articles of the UN Convention on the International Sale of Goods (Vienna Convention).
 
 

Assessment will be based on a final written (closed book) exam which will involve solving of problems (75% of the final grade). Special consideration will be given to students who will have made the best contributions to class discussion, in particular in the context of the case studies posted above (25%).