David Conaway of Shumaker, Loop & Kendrick LLP has posted an article describing the key provisions to address in international sales contracts, other than normal trade terms.

The article covers what law applies, where will disputes be resolved, arbitration of foreign disputes, who pays the costs of dispute resolution, and miscellaneous important contract provisions.

“Companies ideally would have bespoke contracts that address these differences. However, given that many companies do business in numerous foreign countries, it may be impractical to have a bespoke contract for every country. A reasonable approach would be to consider an over-arching ‘international’ sales or supply contract, and variations for key market countries, or material customer relationships,” he writes.

Read the article.

Though most business-to-consumer transactions do not involve the signing of contracts, a lot of business-to-business transactions do, which is why it is important to remain current on the law to ensure that your electronically signed contracts are enforceable, writes John Di Giacomo for Practical Ecommerce.

“In the United States, the federal government has adopted the E-Sign Act, which states that a signature cannot be denied legal effect simply because it is made in an electronic form,” he writes. “The E-Sign Act preempts state law concerning electronic signatures to the extent that states haven’t adopted their own electronic signature laws.”

He also discusses the enforceability of e-signed contracts in the European Union.

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Ken Adams of Adams on Drafting writes that he has recommended that contract drafters not use in the terms of art condition precedent and condition subsequent. But drafters should be aware of the underlying concepts, he explains in a recent post on his site, considering the recent opinion in Total Recall Techs. v. Luckey.

He discusses the case, which involved the alleged breach of a confidentiality agreement, in that the nondisclosure and exclusivity provisions had never taken effect. He explains that obligations can use a dynamic verb (pay, sell, terminate) or they can use a stative verb (keep, maintain, preserve).

“Critiquing how courts interpret confusing contract language has its interest, but what’s more important to anyone drafting or reviewing contracts is how you avoid this sort of fight. In this case, it’s simple enough: with an obligation containing a stative verb, it would be clearer to replace an unless conditional clause with except that and an if conditional clause,” he writes.

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An article written by Jeremy Andrews and Talia Taylor of DLA Piper highlights the key points to consider whether you are looking to terminate a contract or challenging an attempt to terminate.

The paper covers topics such as reasons to terminate, contractual termination, termination at common law, repudiatory breach, election, anticipatory repudiatory breach, affirming the contract, terminating the contract, termination notice requirements, and practical points.

“Can I terminate my contract? Does the other party have a right to terminate? These appear to be simple questions, but termination of contracts is a complex area of law,” the authors write.

Read the article.