ABSTRACT
The particular characteristics of international contracting are considered in Chapter 16. The universal principles of freedom of contract and pacta sunt servanda are discussed as the bedrock of international contracts. The parties to an international contract can exercise their freedom of contract and choose the governing law of their contract. Reference is made to the UNIDROIT Principles, a non-state system of principles and rules of contract law. Jurisdiction is discussed in the context of an exclusive jurisdiction clause in the Contract, the enforcement of foreign judgments and international arbitration. The mechanisms for enforcement of foreign judgments are considered. The New York Convention applies to the recognition and enforcement of foreign arbitral awards and the referral by a court to arbitration in signatory countries. The parties have freedom to choose the lex arbitri, the law at the seat of an arbitration. The United Nations Convention on Contracts for the International Sale of Goods may enhance a purchaser’s right in an international contract. Detailed checklists of the many issues and legal considerations that should be considered before entering into an international contract are given. A case study highlights the needs for clarity in drafting and the importance the contract plays in determining who ultimately wins and loses.
