International Contracts .pdf

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Europe on Buses Inc.
w w w. e u r o p e o n b u s e s . c o m

Executive Training

International Contracts

A few words from the Director

Conceiving, negotiating, writing, anticipating, resolving conflicts and making
international contracts work is a daily challenge.
This detailed and in depth training is aimed at company lawyers, executive
directors, lawyers, accountants and any executive, as well as all those who wish
to be a part of any of the steps required when establishing an international
This training experience offers a practical and A to Z approach to writing an
international contract. We have founded out training program with more than
25 years of experience in the latter, and knowledge of all 5 continents in terms of
law. We constantly keep our training program up to date, and renew any details
of it when laws and regulations evolve and change.
The entire training takes place in New York City, which has for the past 100
years been the center of international contracts and international law. All our
professors and professional trainers are lawyers and experts in the matter,
especially in International contracts and commercial Law.

Olivier Chazoule,
International Lawyer. LLM, MBA
Director of Studies NYIBF

Olivier  Chazoule  
Director  of  Studies

Day 1 (1/3)
8:15am: Arrival of participants with a Welcome Breakfast
9:00am: Training

What is an international contrat? What makes the quality
and definition of an international contract?
Common Law contracts vs. Civil Law contracts
Contracts between two parties from different systems
of Law
Clauses of conferring jurisdiction
Choice of the type of Law used in the contract
Principles of liberty of choice
The case of an absence of choice
Applicable Law
Rome convention of June 12th 1980 (referring to the
law, applicable to contractual obligations).
Forum of choice and competent jurisdiction.
Validity of the clauses and choices
Elements taken into account by the judge
Re-qualification of contracts
o The predicaments of translations
o The language of a contract: a hint regarding the
qualifications of the judge.
o The loss of quality of a civil Law contract due to its
interpretation through common law.
o Consequences

Framework of contracts

Contract Law within the State of New York

The international Chamber of Commerce in Paris

Should we get rid of incoterms?

10:30-10:45 am. Break with refreshments
10:45am: Training resumes
Elements of a contract

Various components

Civil Law

Common Law

New York State Law

International Conventions

Vienna Convention of 1980



Practical use


Voids Contracts

Convention of 22 December 1986 on the Law
Applicable to Contracts for the International Sale of Goods

Day 1 (2/3)

Reasons for invalidity of contract

Contract cancelled

Breach of contract


Potential mitigation

Mitigation obligation

Common Law

New York State Law

No mitigation obligation

The civil Law angle

12 : 30-2pm: Lunch in a Wall Street restaurant

2pm: Training resumes
General clauses and specific aspects of international contracts
• Financial clauses
• Exception clauses
• Unavoidable accident clauses – casus fortuitus
• Hardship clauses

4pm-4 :15pm Break with refreshments
4:15pm: Training resumes
The main types of international contracts




Contrat of international agents

Laws of Agency (Common Law)

Laws of Agency (State of New York)

Particular points and details

Most frequent mistakes

Loyalty under obligation








Joint ventures

Day 1 (3/3)
International Law

E.U. rules and regulations

Chinese Law


Choice of the right Law, applicable to said contracts

Most frequent mistakes and how to avoid them

Effectiveness of due diligences

Taking into account all national, regional, and
international laws applicable to said contracts.

Triple obsoleteness of clauses: national law, regional laws
(E.U, Asia, Americas, and so forth.) and international law.

Important not to forget periodic changes and check-ups

Plan amicable resolution for economic conflicts and


Echange of information and account

6pm: End of the day

Day 2 (1/2)
8:15am: Arrival of participants with a Welcome Breakfast
9:00am: Training
Civil Law

General Conditions
Limited duration
Judicial identity of said parties
Common law
General conditions
Difference in framework and substance Civil Law/
Common Law
International Law

The necessity of a precise declaration and legal
framework for international contracts

The establishment of an international contract






Statutes of fraud

Contracts for the sale of goods and UCC

10:30-10:45am. Break with refreshments

Day 2 (2/2)
10:45am: Training resumes

4pm-4:15pm Break with refreshments

Causes of invalidity for an international contract - The strong
influence of New York State Law on international contracts.

Preexisting duty rule


Good Faith and Fair Dealing




Breach of warranty


Public Policy

Good faith in performance

4:15pm: Training resumes

12:30pm-2pm: Lunch in a Wall street restaurant
2pm: Training resumes
Elements excusing the non-performance of a contract: the concept

Express conditions

Mitigating doctrine

Conditions of exchange

Material breach

Performance before payment


Guilty party




The remedies :

Preexisting duty rule

Specific performance



Expectation damages

Measuring loss in value of performance

Diminished market value

Cost of performance
The damages
The substantial risks in terms of international contracts

A foreign judge

A foreign Court

Measure of damages varies from a country to another
The criminalization of contract law in specific countries : E.U. countries,
France, China, U.A.E. , Saudi Arabia, Etc
Limitations on expectation damages



Liquidated and stipulated damages

6pm: End of the day

Day 3 (1/2)
8:15am: Arrival of participants with a Welcome Breakfast
9:00am: Training

10:45am: Training resumes
Negotiation of international contracts (2)

The negotiation of international contracts

Real-life situations

Specific precautions

Legal framework on a national scale (US)

Legal framework within a regional scale (EU)

Legal framework on an international scale (UN)

Anti-Money Laundering issues and AML rules,
Patriot Act, origin of Funds

Economic sanctions that are applicable on an
international scale

Controls on technological transfers

Controls on transfers of elements of highsensitivity (IT secrets, state secrets)

The choice of advice and guidance

Negotiation techniques for international contracts




10:30 am-10:45am: Break with refreshments

Financing and insurance
Financing through banks
Complex financings through banking systems
Public financing on a national and regional level
Offshore financing
International public financing
World Bank, AIIB, etc.
Complex contracts IMF, UN rules.
Exchange guarantees
‘Upon first demand’ guarantee
Traditional insurance
Payment terms
Real estate transfers
Due diligences prior to the signing of the contract

12:30pm-2pm: Lunch in a Wall street restaurant

Day 3 (2/2)
2pm: Training resumes
This part of the training is dedicated to specific advice and
consulting as well as drafting of international contracts.

4pm-4 :15pm break with refreshments
The second part of this last afternoon of training will be focused
around techniques and methods in order to reach amicable
solutions after conflicts, when contracts are executed.
Managing conflicts
• Mediation
• Arbitration
• Trial
• Negotiation
• Settlement

6pm : End of the day

Additional information

Duration: 3 days
The next dates of our Training program:

Price per participant : $ 4,500

Monday, Tuesday and Wednesday,
November 30th to December 2nd 2015

*This price includes 3 days of executive training,
classroom rentals in Wall Street, Welcome breakfasts,
Breaks with refreshments and pastries

Monday, Tuesday and Wednesday,
March 14th to March 16th 2016

**Our executive trainings are held in English. They are
also available in French, Chinese, Spanish and
Portuguese upon request

Monday, Tuesday and Wednesday, May
23rd to May 25th 2016

***We charge $75 for each lunch in Wall Street. This cost
is optional, and is not included in the total price of the

Co nt a ct
The  New  York  Institute  for  Business  and  Finance

125  Maiden  Lane,  New  York,  NY  10038  (USA)
OfJice:  (646)  775  2812
Mobile:  (347)  712  1331
Website:  www.newyork-­‐

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