CHAPTER 1:
INTRODUCTION TO INT’L COMMERCIAL CONTRACTS
TRẦN THANH TÂM
(LLM, PhD Candidate)
READING MATERIALS
1. Richard Schaffer, Filiberto Agusti and Lucien
Dhooge (2014) - International Business Law and
Its Environment (See Chapter 1 – p.2-23;
Chapter 2 – p.29-36, p.47-49)
2. Ray August, Don Mayer and Michael Bixby
(2013) International Business Law: Text, cases
and readings (See Chapter 1- p.21-28; 65-70)
3. Nguyễn Minh Hằng, International Business Law
(2012) (See Chapter 1)
OUTLINE
1. Definition
2. Key features
3. Sources of ICC
4. Requirements for a valid contract
DISCUSSION
• Your Singaporean counterpart on a contract
negotiation is demanding that the appropriate
law be that of Singapore. Do you agree?
• Your customer in China has not paid your invoice
– what do you do?
1. DEFINITION
• An international commercial contract (ICC) refers
to an agreement between parties whose places
of business are in different States, concerning
the establishment, modification or termination
of rights and obligations related to international
commerce.
INTERNATIONAL COMMERCE
• List forms of international commerce
– International trade & transportation
– The Licensing of intellectual property
– Foreign direct investment
2. KEY FEATURES
• International and Domestic Contracts: Main
Differences
The Scope of Int’l commerce: The
Practitioner Perspective
the legal relationships
between buyers and
their
sellers of goods and
relationships
services;
with carriers
the
arrangements
they have
with insurer
The operations of
firms in foreign Dispute settlement
host countries
3. Sources of ICC
• What are the sources of:
– Vietnam’s contract law
– ICC
9
Sources of law in Vietnam
Constitution
Legislation Acts, Codes
Delegated Ordinances
Decrees
legislation Circulars
Decisions
10
2. Sources of ICC
• Treaties and conventions
– Treaty = Legally binding agreements between a
minimum of two states
– Convention = Legally binding multilateral treaties
between states sponsored by international
organizations (i.e. U.N.), usually negotiated on a
regional/global basis and open to adoption by many
nations.
11
2. Sources of IBL
• Domestic law
– Legislation
– Case law
12
2. Sources of IBL
• Lex mercatoria (trade usages)
– Translates as the “law merchant” – body of rules
created by the trade community to serve the needs
of international trade
– Origin in the Middle Ages when international fairs
were held in places such as St Ives in England and in
Italy. At these fairs they had their own “fair” court
which applied its own rules and recorded its
decisions, some of which are still available
13
Examples of Incorporation of Lex
Mercatoria
• CISG Article 9
– (1) The parties are bound by any usage to which they have
agreed and by any practices which they have established
between themselves.
– (2) The parties are considered, unless otherwise agreed, to
have impliedly made applicable to their contract or its
formation a usage of which the parties knew or ought to have
known and which in international trade is widely known to,
and regularly observed by, parties to contracts of the type
involved in the particular trade concerned.
• UNIDROIT PRINCIPLES OF INTERNATIONAL
COMMERCIAL CONTRACTS
– (Purpose of the Principles)
– These Principles set forth general rules for
international commercial contracts.
– They may be applied when the parties have
agreed that their contract be governed by
general principles of law, the lex mercatoria or
the like.