Contract = agreement/understanding between 2 parties
International Contract
- Choice of the law to apply
Choice of law clause: Parties agree in advance as to what national law should apply
No choice from the parties
Judge makes the choice for the parties
Freedom of contract for international contracts : freedom to choose the law applicable to the contract
Freedom of contract : freedom to or not to contract, freedom to choose the matter of the contract, freedom to choose the counterpart, freedom to create the contract, within certain limits.
- Choice of place of jurisdiction or alternative dispute resolution mechanism
No choice from the parties
Each party has the right to be sued in their place of business
Parties agree on the choice of the place of jurisdiction (= court 👩🏼⚖️)
💡 Where the law chosen to be applied in the contract is well-known. 🌍
Parties agree on the choice of an alternative dispute resolution mechanism such as arbitration
✏ Arbitration = private justice, excludes state course
😃 tailored tribunal depending on the contract
☹ more expensive than state course (☞ worth going to arbitration if you think your claim is worth ≥ 4 million) ; one single round (no appeal)
Court should apply that chosen law (even if they have no factual connection with the country whose legal system they have adopted)
- Following statutory dictates,
- Determining which state has the most significant relationship with the dispute, or
- (in a few states) Determining which state has the greatest interest in the outcome of the case
Vesting rights doctrine: courts should apply the law of the state where the rights of the parties legally became effective
Communication of acceptance:
- In bilateral contracts, important to express it because it is a "promise to a promise"
- In unilateral contracts, usually made through the performance of an act
I Only Accept Cold Cash For Working Late:
- Intention
- Offer
- Acceptance
- Consideration (interest you have in the transaction)
- Capacity
- Form (if the law requires it)
- Writing
- Legal