Global Issues in Commercial Law » (1st Edition)

This book is primarily intended as a supplement to an existing Commercial Transactions survey course, but could also be used as a stand-alone text for a seminar course or other specialized elective. The book seeks to fill in the blanks that might be left by a traditional casebook focusing on domestic law, providing not only the international perspective but also sufficient domestic context to facilitate a comparative-law discussion. The book includes not only topics that are staples of international commercial law (such as the CISG and international insolvency), but also items of particular contemporary concern, including clawbacks, microfinance, and religious objections to the payment of interest in commercial contracts.

Preface v

Acknowledgements vii

Table of Cases xix

Chapter 1 Choice of Law: Substantive Considerations 1

Problem 1a Risk of Loss 3

Problem 1b Right of Inspection and Notification of Defects 5

Problem 1c Duty to Accept Goods; Right to Reject Goods 6

Problem 1d A Drafting Problem 10

Problem 1e Terms Relating to Quality of Goods (Warranties and Conditions) 10

Questions 21

Problem 1f Obligation of Good Faith 22

Problem 1g Remedies 23

Chapter 2 Interpreting and Supplementing the CISG 28

I Comparing UCC Section 1-103(b) with CISG Article 7 28

Questions 34

Problem 1 34

II Using General Principles to Determine How (or Whether) the CISG Addresses an Issue 35

Questions 37

Problem 2 38

Problem 3 39

III Interpreting the CISG as a "True Code" and Consistent with Its International Character 40

Questions 43

Problem 4 43

IV Interpreting the CISG as an International Instrument: Avoiding Homeward Trend 45

Raw Materials, Inc. v. Manfred Forberich, GmbH 46

Questions 53

Problem 5 54

Problem 6 55

V The Role of Private International Law 57

Ajax Tool Works, Inc., Plaintiff, v. Can-Eng Manufacturing Ltd., Defendant 58

Questions 63

Chapter 3 Choice of Forum 65

M/S Bremen and Unterwesser Reederei, GmBH, Petitioners v. Zapata Off-Shore Company 66

Questions and Comments 77

I Choice of Forum-Ontario or Minnesota? 78

II Judge or Arbitrator? 79

III Commercial Law in Developing Countries 81

IV A Lawyer's Thoughts on Contracting With a Chinese Company 83

Questions and Comments 87

Chapter 4 Interest and Usury 89

I Introducing Interest and Usury 89

Problem 1 90

Questions 97

Problem 2 98

Problem 3 98

II The CISG's Approach to Interest 98

Commercial Court (Handelsgericht) Aargau 101

Questions 106

Problem 4 107

III Choice of Law Challenges 107

Questions 110

Problem 5 112

IV The UNIDROIT and PECL Approaches 112

Questions 113

Chapter 5 Commercial Agents-Franchises 115

I Duration and Termination in the United States 115

E.I. Du Pont De Nemours & Co. v. Claiborne-Reno Co. 116

Questions 123

Jack's Cookie Company v. A.A. Brooks 124

Questions and Comments 128

Hunt Foods, Inc. v. Phillips and H.W. Liholm 129

Varni Bros. Corporation et al., Plaintiffs and Appellants v. Wine World, Inc., Defendant and Respondent 137

II Statutes Protecting the Rights of Agents of Franchisees 143

III European Union Legislation 150

Problem 161

Chapter 6 Extraterritoriality; Enforcement and Claw Back Laws 163

Notes 174

Chapter 7 Microfinance 176

I Introduction: The Origins and Many Forms of Microfinance 176

Problem 1 182

II Microfinance and Social Change 182

Questions 186

Problem 2 187

Problem 3 187

For Further Exploration 188

III Meeting the Demand for Microfinance and Creating Sustainable Institutions 188

Questions 198

Problem 4 199

Problem 5 199

For Further Exploration 199

IV Peer Lending Groups, Relatively High Interest Rates, and Other Characteristics of Microfinance 200

Questions 208

Problem 6 208

For Further Exploration 208

V Microfinance in the United States 208

Questions 217

Problem 7 217

VI The Road Ahead: Weathering Financial and Political Challenges 217

Questions 222

Problem 8 222

Problem 9 223

Chapter 8 Letters of Credit and Documentary Sales 224

Questions 228

Problem 1 228

I What Is a Letter of Credit? 228

Questions 238

Problem 2 239

II The Legal Framework for a Documentary Sale 240

Questions 241

Problem 3 242

III A Basic Documentary Sale 242

Voest-Alpine Trading Co. v. Bank of China 244

Questions 249

Problem 4 250

Chapter 9 Bankruptcy 254

Thomas J. Salerno, "Reorganization of the Financially Distressed Business in the US-Just How Far Afield Is It From the Rest of the World?" 259

Index 275