1. International Business
Law
Ipca International week (2013)
Cávado and Ave Univeristy
Gloria Esteban de la Rosa

2. Framework of
International Business
Activity
The Word Trade Organization
(WTO) and its impact on
international contracts

3. WTO
 The
WTO does not define or specify trade
outcomes
 It
does not seek to manage trade flows

4. WTO
 Its
-
-
primary functions are:
to be a focal point for the negotiation of
binding agreements to reduce trade barriers
and agree on disciplines for policies affecting
international trade; and
to provide a mechanism through which WTO
Members can enforce these negotiated
commitments

5. WTO
 administers
-
-
-
the trade agreement negotiated
by its Members, in particular:
General Agreement on Tariffs and Trade
(GATT)
General Agreement on Trade In Services
(GATS)
General Agreement on Trade-related
Intellectual Property Rights (TRIPS)

6. Seven dimension of the WTO
(for understanding its operation
and function)
1.
2.
3.
4.
5.
6.
7.
Single undertaking
Tariffs are the only
permissible form of
protection
Non-discrimination
Reciprocity
Enforcement of
obligations
Transparency
Safety valves

Non discrimination
Principle:
-
MFN: Most favored
Nation
-
NT: National
Treatement

7. WTO
MFN:
- The most favored Rule
requires that a product
made in one Member
country be treated no less
favorably than a “like” (very
similar) product that
originates in any other
country

NT:
- National tratement
requires that foreign
produts –one they have
satisfied whatever
border measures are
applied- be treated no
less favorably than like
or directly competitive
domestic products


8. European Union
 What
do we know about “the Market”?
 The
Market is not only a place from a
geografical point of view
 In
Law the Market is a legal notion

9. Why??
 Because
it sens (in law) depends on the
regulation given by a specific rule
 This
is the raison why we can speak about
the common market in the case of the
European Market

12. EUROPEAN MARKET

When the EEC was
created (1957), the
foundational Treaty
recognised the idea of
a “economic place”
where different kind of
freedoms should be
granted




Freedon to lend
services
Free circulation of
goods
Free circulation of
capitals
Freedom of
establishment

13. EUROPEAN MARKET

Non discrimination
Principle

Mutual Recognition
Principle

Protection of the
functioning of the
market

How it is possible to
protect the conditions of
functioning of the
common market??

14. European Competition Law
 Workable
competition
 Competition
is suitable for avoiding the
economic recession
 But,
it is also necessary to savegard the
fairness

15. European Competition Law
(divided into two parts)




Unfair competition Law
Operator’s Practices in
the market

Unfair contracts terms
Anti-trust Law
General Market
conditions: Vertical and
Horizontal Agreements

16. Exemple: distribution contracts
"The distributor can deliver their commodities outside
the territory defined in this contract, except when the
supplier has kept previously a specific area (to
himself) or the supplier has atteined that bound to
another seller until de present contract expires.
Neither will the reseller sell their commodities to the
supplier's clients with whom they have a bond with,
nor to the clients assigned in exclusivity to another
reseller until the present contract expires"

17. Unfaire Contract Terms
in European Law
 An
-
attempt to re-establish bargaining power
between the parties by compensatory
mechanisms:
imposing warranties
prohibiting exemptions clauses

18. International
Contracting: General
Aspects
International Business Law

19. International Contracting

ROME Convention
1980 on the law
applicable to
contractual
obligations

REGULATION ROME I
(17 december 2009)

20. General Aspects
 IT
IS NECESSARY THAT YOU HAVE ONE
CONTRACT, BECAUSE THE REGULATION
IS ONLY APPLICABLE IF YOU HAVE
ALREADY THE CONTRACT

21. General Aspects
 IN
SITUATIONS INVOLVING A CONFLICT
OF LAWS (art. 1)

22. Regulation 593/2008 of the European Parliament
and of the Council of 17 June 2008, on the law
applicable to contractual obligations
(Rome I Regulation)
 FREEDOM
 One
OF CHOICE PRINCIPLE (art. 3)
Contract should be governed by the law
chosen by the parties

23. Rome I Regulation
 APPLICABLE
LAW IN THE ABSENCE OF
CHOICE (art. 4)
 A contract for the sale of goods
 Provision of services
 Contract relating to a right in rem in
immovable property
 Franchise Contract etc.

24. Rome I Regulation
 Autonomy
of the “choice of law Contract”
from the Principal Contract (art. 12)
 What
does it mean?

25. Rome I Regulation
 Mandatory
norms
 Overriding
mandatory provisions (art. 9)
 Mandatory
norms of an internal significance
and mandatory norms on an international
scale

26. UNO CONVENTION ON
CONTRACTS
FOR THE
INTERNATIONAL SALE
OF GOODS (CISG) 1980

27. When is it applicable the CISG?
Art. 1: “1. This Convention applies to contacts of sale
of goods between parties whose places of
business are in different States:
a) when the States are Contracting States, or
b) when the rules of private international law lead on
the application of the law of a contracting State;

28. When is it applicable the CISG?
 2.
The fact that the parties have their places
of business in different States is to be
disregarded whenever this fact does not
appear either from the contract or from any
dealing between, or from information
disclosed by, the parties at any time before or
at the conclusion of the contract”.

29. Content of the CISG Convention

Art. 4: “This
Convention governs
only the formation of
the contract of sale and
the rights and
obligation of the seller
and the buyer arising
from such a contract.



In particular, except
as otherwise
expressly provided
in this Convention, it
is not concerned
with:
a) the validity of the
contract or of any of
its provisions or any
usage;
b) the effect which
the contract may
have on the property
in the goods sold”.

31. TERMS AND
CONDITIONS IN THE
CONTRACTS
Sale of Goods Contacts
United Nations Convention on Contracts for
the international Sale of Goods 1980 –CISG-

32. When you write a Sale of Goods
Contract, you should take into account
that:


You should specifie which
are he duties of both
parties, in relation with the
execution of the contract
How do you know which are
these duties?



First of all, you should
look in the CISG. Why?
Becaue it is a
Convention on
Uniforme Law and..
It is probably applicable
to your Contract

33. Sale of Goods Contract
 Freedom
of contract Principle. Doy you
understand the meaning of this principle?
 Privity
of contact principle. Principle that
could be defined by the contact binding force
for the parties

35. The Doctrine of the
implied terms and the
interpretation of
Contracts
Implied Terms
Expressed Terms

36. International Contracts
of Transportation/
Carriage

37. Contracts of Carriage

Carriage by Sea


Carriage by Road

Carriage by Air

Bill of Lading
Carriage by Rail

Carriage of goods by
Sea

38. Carriage of Goods by Sea
 The
goods should be shipped to the buyer,
but this duty may fall either on the Seller or
the Buyer, depending on the type of contract
we are dealing with

39. Carriage of Goods by Sea

The Shipper is the
person who arranges
for goods to be shipped

The Carrier is the party
agreeing to carry the
shipper’s goods

40. Bill of Lading
Port of
loading/departure/shipment
Port of destination/discharge

41. Bill of Lading (as a document
of title)

It has de effect of a document of title if it is made
clear on its face that it is negotiable. It must be an
“order bill” (as against a “straight bill”).

This means that the named consignee could
transfer or assign the bill of lading on to any third
party simply by delivery or indorsement.