This course will deal with the process and substance of creating and using cross-border contracts--both the academic and the practical aspects. We will begin with developing skills called for in negotiation of contracts, or agreements settling disputes, involving lawyers from different legal and national cultures, as well as contracts which may be affected by different legal systems. We will then consider some important differences in substance and formulation between rules of contract law in the US and in some major foreign systems, using as our focus the CISG, which we share as domestic law with other major trading countries, and the UNIDROIT Principles of International Commercial Contracts a set of contract rules that it is often desirable to incorporate into cross-border contracts. Finally, as time permits, we will focus on drafting several important provisions in cross-border contracts, including choice of law clauses, provisions to deal with changed circumstances and dispute resolution clauses. We will use a set of statutes for reference [which will be distributed in class during the second week], and additional case and text materials which will be uploaded to or listed on Blackboard.
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