1. International Business Law
Dr. Paulius Čerka

2. International law ? 1. Public International Law.
2. Private International Law.
3. International Commercial Law.
4. Transnational Law.
5. Comparative International Law.

3. SOURCES OF LAW FOR INTERNATIONAL BUSINESS TRANSACTIONS
1) INTERNATIONAL LAW: governs conduct outside nation-states
2) NATIONAL LAW: governs conduct within nation-states
home state
host state

4. LEGAL GEOGRAPHY OF THE WORLD
1) Romano-Germanic Civil Law
2) Anglo-American Common Law
3) Islamic Law (“Shari’a”)
4) Socialist Law

5. Public International Law problem
NO WORLD LEGISLATURE TO MAKE THE LAW
NO WORLD EXECUTIVE BRANCH TO ENFORCE THE LAW
NO WORLD COURT TO RESOLVE INTERNATIONAL DISPUTES

6. INTERNATIONAL DISPUTE RESOLUTION
United Nations International Court of Justice (ICJ) (“Peace Palace”)
only nations can sue (“standing”)
no submit to jurisdiction
no comply with judgment
no precedent

7. SOURCES OF INTERNATIONAL LAW
Treaties & Conventions
Custom
General Principles
Judicial Decisions & Scholarly Writings

8. Main “commercial” conventions:
CONVENTION ON THE INTERNATIONAL SALE OF GOODS (CISG)
HAGUE CONVENTIONS
NEW YORK CONVENTION
CONVENTIONS ON THE TRANSPORT OF GOODS (CMR)

9. CONVENTION ON THE INTERNATIONAL SALE OF GOODS (CISG)
DEVELOPED BY UNCITRAL
(UN Commission on International Trade Law)
HQ in Vienna, Austria
60 representatives from nations in every world region
69 COUNTRIES
2/3 of all world trade
5 continents

10. ICC INCOTERMS 2000 STANDARD CONTRACT TERMS CREATED BY ICC IN 1936
4 GROUPS: C, D, E, F

11. HAGUE CONVENTIONS SERVICE OF PROCESS DISCOVERY
CHOICE OF COURTS AGREEMENT

12. NEW YORK CONVENTION arbitration 1958 139 countries
(Gabon & Bahamas 3/07)
presumption of enforcement
award in country member of treaty
arbitration agreement in writing signed by the parties
authenticated original or certified copy

13. Vision: A common (European) contract law
Assumption:
Plurality of systems is confusing
Conflict rules are complicated
Domestic legal system are meant for domestic transactions
Vision:
An international system deriving from the parties’ own practice

14. Restatements To improve lex mercatoria’s weaknesses:
Difficult to determine
Not systematic
Too vague
1994, UNIDROIT Principles of International Commercial Contracts, 1995, PECL
Not a codification of existing principles
Systematic set of principles based on consensus among international academics

15. UNIDROIT Principles of International Commercial Contracts
Drafted in 1994 by the International Institute for the Unification of Private Law
Establish a balanced set of rules designed for use throughout the world
No binding effect
Persuasive authority

16. Principles of European Contract Law
Commission on European Contract Law”
: PECL I,II and III:
Aim of PECL
Binding for all EU public contracts
Binding for private contracts, if referred to by parties
Long term: binding for all contracts

17. CONTRACT LAW COMPARISON: EUROPE (VS. UNITED STATES)
1997 EUROPEAN PRINCIPLES
(US = Restatement of Contracts)
NO WRITING REQUIREMENT
(US = $500 or more for sale of goods)
ORAL EVIDENCE OF MODIFICATION
(US = parole evidence rule)

18. (contracts are binding) good faith in contracting
COMMON LAW
pacta sunt servanda
(contracts are binding)
good faith in contracting
consideration
(quid pro quo)
CIVIL LAW
abus de droit
(no enforce unfair clauses)
good faith in negotiation
(culpa in contrahendo)
no consideration

19. ADVERTISEMENTS CAN
BE OFFERS
(US = no)
RECEIPT AS
ACCEPTANCE
(US = mailbox rule)

20. BREACH OF CONFIDENTIALITY IN NEGOTIATIONS
(US = no)
NACHFRIST NOTICE = additional time for performance if seller gives notice
LIQUIDATED/PENAL DAMAGES
the same