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ibt-outline - Intl Business Transactions-Outline I...

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Intl Business Transactions-Outline I. International Sales of Goods UN Convention on Contracts for the Intl Sale of Goods (CISG) o Governs transactions between US and 62 intl parties unless expressly opt out o US Reservation limits application of CISG when 2 K states are part of CISG-if other K party in non-CISG state then UCC governs o It is self-executing treaty. o Purpose-reduce legal obstacles to intl trade, and promote orderly development o Acts much like Article 2 of UCC of US law—differences marked at UCC portion of supplement. o Remember don’t use term “as is” in contract if CISG applies. Sphere of Application of CISG o Main purpose to avoid conflicts of law problems o Sphere of application defined in first 6 Articles Article 1-requires “sale of goods” K to be both intl and bear stated relation to K states No definition of “contract,” “sale,” or “goods” Intl-between parties whose places of business are in different states; location of goods or negotiation is not dispositive Place of Business- Article 10A-permanent establishment required, neither warehouse nor office of seller’s agent qualifies; “that which has the closest relationship to K and its performance.” Limited to those circumstances known to parties before K formed o Permits parties to state in K which office is pertains AND either both states are K states, or only 1 state is and private intl law choice- of-law rules lead to application of law of K state o US reservation strikes the latter, instead US law for domestic sales transactions would govern, typically UCC Article 6-Opt out capacity is always available to parties to K Choice of Law Clauses o Article 6-parties may expressly determine not to be governed by CISG (opt out) Must be done unambiguously-CISG does not apply; X law does apply If contract doesn’t have choice of law clause, then cts will look for place of contract formation and choice of law principles of the forum—important for K’s between US and a non-CISG party. if under ECC Conv Art 4.2-looks at habitual residence of the corp forming the K; however, Art 4.5 looks at the circumstances in total Other Scope Issues o Article 3-expressly includes K for the sale of goods not yet produced, unless buyer undertakes to supply “substantial part” of the necessary materials Includes sales involving combo of goods and services, unless “preponderant part” of seller’s obligation concerns labor or other services o Article 2-expressly excludes K for sale of commercial paper, investment securities, ships, aircraft, hovercraft, and electricity Perhaps similar to other “intangibles” or “immovables” but ambiguous 1
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Software-important ambiguity; discs are goods, but K to develop is not o Article 2-expressly excludes intl sales of goods to consumers as to not conflict with consumer protection laws which are often “mandatory law” Also execution sales and auctions are excluded
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ibt-outline - Intl Business Transactions-Outline I...

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