In the present economy, there is constant increase in sales transaction among different countries which results in implying laws and act that support in managing the international sales transaction. Along with this, international sales law also focuses on governing or protecting the right of party from unethical sales practices performed by the other party. The present report focuses on the scenario of different companies operating in different region and has entered into the sales contract by reviewing the different provision.
Small Malt Ltd. Small retailer of Whiskey located in Ireland engages in online advertisement for selling Whisky. The advertisement was seen by Liquor Sales Co. located in California contacted the Small Malt company for purchasing Irish whiskey over the three year period. The agreement among parties do not focuses on any of the provision on the choice of law or court jurisdiction.
(a) If Single Malt initiates litigation over its claim for damages stemming from the alleged repudiation, it will probably bring its suit in Ireland. What law should a court in Ireland apply to the transaction?
Accordant with the case scenario, Single Malt Ltd. do not sell Whiskey to Liquor Sales Co. as the company states that both the companies are not in the contract. The contract was repudiated earlier by Liquor Sales Co. therefore, If Single Malt initiates litigation over its claim for damages stemming from the alleged repudiation then it will probably bring its suit in Ireland. Hence, the Ireland law would be applicable within the transaction.
The Irish law indicates that Irish retailers those who are interested in selling the goods and products outside the national market then the company would attain contract law obstacles. Therefore, it is also required by the company to comply or abide by the laws and regulation related with the consumer protection (A Common Sales Law for Europe: Factsheet for Ireland, 2017). Along with this, if the business goes wrong in delivering the goods then the general rights do not exist in the Irish law. The small businesses that are exporting products and services in the new market must rely on the laws and activities of the other region as they are trading outside the European Union region (Spanogle and Winship, 2000). Moreover, there is also some relevant Irish legislation relating with serving of alcohol within the licensed premises or in the off-licenses region (Antràs, 2013). The Court in Ireland does not providing remedies for the other company as the contract do not include any provision related with court jurisdiction.
(b) If Liquor Sales brings suit based on its claim of contract breach, it will probably file the suit in southern California. What law should a court in California apply to the transaction?
On the other hand, in the situation if Liquor Sales brings suit based on its claim of contract breach then it will probably file the suit in southern California. Therefore, in this situation law within California would be applied within the transaction. Accordant with the legal terms and provision of the contract, it has been stated that both the parties has been entered into the contract for the three year but the Single Malt company was unable to deliver whiskey to the other party therefore, in such situation the company is liable to pay for the damage.
Within California The Uniform Commercial Code that is UCC regulates the contracts that are related with the sales of goods in California. Moreover, it has been also assessed that company must engage in proper formulation of the contract so that they may not perform the unwanted or improper activities related with sales of products (Azhar, 2017). The California region also focuses on protecting the company of their region from the other region countries so that it may easily protect their activities. In addition to this, California sales tax also impose certain taxable amount on the other party so that buyers and sellers jointly liable in performing the effective practices.
(c) Assume that both the parties want the CISG to govern their contract
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1. Draft a provision for inclusion in the contract that is upheld by Irish and California courts.
In order to attain the liability for the damages in regards with breaching of contract it has been assessed that companies within the different region must focuses on in-sourcing different licensing agreement that are governed by CISG (Convention on contracts for the international sales of goods) so that they may easily include the relevant and required clauses within the contract. With the help of this convention it mainly focuses on different legislation as well as business transaction so that they may easily engage in the activities related with international sales transaction (United Nations Convention on Contracts for the International Sale of Goods, 2010). Along with this, drafting the provision it also include different terms and condition that need to be followed by both the parties to render proper services.
2. Explain why an express clause in the contract
Moreover, the United Nation is consider as contracting state of CISG while the Ireland do not consider as the part of the convention therefore, express clause must be implemented within the contract. As this clause within the contract act as the essential term that settle down all the disputes litigated in California (Hoefele, Schmidt‐Eisenlohr and Yu, 2016). Along with this, the contract would be also not engaged under CISG as it mainly governs the activities of those parties who are the parties within the convention. The convention mainly governs the activities of such parties those are the part or member state of the convention. Therefore, it is stated that express clause in the contract that requires all disputes to be litigated in California.
The aforementioned report summarizes the case scenario and different provisions that are related with the international sales. Ir was also summarized that the contract was repudiated earlier by Liquor Sales Co. therefore, If Single Malt initiates litigation over its claim for damages stemming from the alleged repudiation then it will probably bring its suit in Ireland. Moreover, it also focuses on the provision of CISG on the different companies existing in the different states.
Antràs, P., 2013. Goes Global: Incomplete Contracts, Property Rights, and the International Organization of Production. Journal of Law, Economics, and Organization, p.ews023.
Azhar, S. F. B. N., 2017. Battle of Forms in the Formation of International Commercial Contracts: An Assessment of their Comparative Merit. Vancouver Journal of International Business and Law. 1(1).
Hoefele, A., Schmidt‐Eisenlohr, T. and Yu, Z., 2016. Payment choice in international trade: Theory and evidence from cross‐country firm‐level data. Canadian Journal of Economics/Revue canadienne d'économique. 49(1). pp.296-319.
Spanogle, A. J. and Winship, P., 2000. International Sales Law: A Problem-oriented Coursebook American casebook series, ISSN 1555-8053. West Group.
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