ALE2-2023/Week 3/Reading

READING A. INTERNATIONAL BUSINESS LAW MODULE

A. This module will explore the relationship between human rights and international business. We will
examine and discuss the role of transnational corporations and other business enterprises in the context of
today's global economy. The module will identify relevant legal standards and norms in employment law, as
well as providing a framework for analyzing the link between business and human rights. We will explore the
trend towards increasing legal accountability for corporate entities under international law with a specific
focus on business enterprises. The module will examine both individual and institutional participants in the
current dialogue about business and human rights, including non-governmental organizations, investment
forms, organized labor, journalists, as well as corporate representatives, advisers, and trade associations.
B. The module looks at a series of key topics relating to the international sale of goods. In particular, it will
focus on contracts where the transportation of the goods involves carriage by sea. In this context, we will
explore the impact of containerization and multi-modal transport through an examination of the issues raised
for the law of sale where the person responsible for the sea carriage also undertakes to carry the goods by land
(e.g. where goods are delivered to an inland container port in the country of export for delivery to an inland
container port in the country of import).
C. We will focus on identifying and anticipating potential problems, and choosing the most appropriate form
or structure for the business in order to manage the increased risk involved in international transactions. This
will involve an examination of private and public law, aspects of international business transactions, focusing
on the selection of the optimal business format for international operations. We will explore three major areas
of concern to any business dealing internationally: (1) the sale of goods across national borders, primarily
through private 'letter of credit' transactions; (2) the establishment of foreign means of production or
distribution through 'licensing' or 'franchising' operations; (3) direct investment in foreign means of production
or distribution 'onshore' in another country.
D. This module will cover the essentials of international taxation and is suitable for practitioners from both
private and public sectors who regularly deal with issues related to cross-border taxation and desire to review
or extend their understanding of the underlying principles. As well as providing the participants with the
fundamentals of international taxation, the module will include a substantial section on tax treaty interpretation
and application, covering both active and passive income. Participants will gain an understanding of the
principles of transfer pricing, an overview of basic tax planning structure, and an insight into the application
of the most common anti-avoidance provisions.
(Source: Nick Brieger, Success with ILEC, Summertown Publishing Limited, 2008)
Match each of the following descriptions with the corresponding paragraph
1. Exploring problems arising when an individual moves freight by different means of transports
2. Dealing with agreements between countries on the treatment of income.
3. Looking at the obligation of companies to answer for their actions.
4. Considering the challenges of funding manufacturing abroad.
5. Examining the basic entitlements and freedom of people working for international companies
6. Looking into measures to prevent people from benefiting from fiscal loopholes.
READING B: CONFLICT OF LAW
A. Conflict of laws is the body of law that deals with disputes that implicate the laws of more than one country
or state because some of their constituent elements are connected with more than one jurisdiction. These
elements may be the events that give rise to the dispute, the location of its object, or the nationality, citizenship,
domicile, residence or other affiliation of the parties.
B. Conflict of law consists of three parts: 1) jurisdiction, which deals with the question of which of the involved (1)
states' courts or other organs will adjudicate the dispute; 2) choice of law, which deals with the question of
whether the merits of the dispute will be resolved under the substantive law of the state of adjudication or

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under the law of another involved state; and 3) judgment recognition, which deals with the requirements under
which the courts of one state will recognize and enforce a judgment rendered in another state.
C. The jurisdictional question and the choice-of-law question are distinct, although in many cases they are
practically interrelated. The jurisdictional question focuses on the relationship between the defendant and the (2)
forum state, and asks whether that relationship is sufficiently close as to fairly subject the defendant to
litigation in that state and to justify utilizing that state's judicial resources to adjudicate the dispute. The choice-
of-law question focuses on both parties and their dispute and seeks to identify that state, be it the forum state
or another state, whose relationship to the dispute is such as to render most appropriate the application of its
law to the merits of the dispute. In many cases, the same relationship that forms the basis of a state's jurisdiction
to adjudicate the case can also be the basis for applying that state's law to the merits.
D. In many conflicts of law, the courts of more than one state many have concurrent jurisdiction to adjudicate
the same dispute. In such a case, the plaintiff, who always has the choice of where to file the lawsuit, may
shop for the most advantageous forum, a technique known as forum shopping. One of the mechanisms devised
to discourage this technique is the doctrine of forum non conveniens, which allows a court to decline to
adjudicate the suit if, despite the existence of jurisdiction, litigation in that state would be seriously
inconvenient, and if another, more convenient, forum is available to the plaintiff.
E. When a court exercises its jurisdiction to adjudicate a case with foreign elements, the court applies its own (3)
procedural law to the proceedings before it. With regard to the merits of the case, however, the court may or
may not apply its own substantive law. This is the choice-of-law question, which may be answered
legislatively, as in most civil-law systems, or through judicial precedent, as in most common-law systems.
These rules may point to the law of either the forum state or another state, depending on each state's pertinent
contacts with the case. For example, in tort cases, these rules may point to the state where the tort was
committed or the injury occurred (lex loci delicti), in contract cases to the state where the contract was made
(lex loci contractus) and in cases involving land, to the state where the property is situated (lex rei sitae).
F. Regarding the recognition question, recognition of foreign judgments in some countries depends on whether (4)
the rendering court applied the law that would have been chosen under the choice-of-law rules of the
recognizing court or reached a substantially equivalent result. In other countries, recognition is usually denied
on public policy grounds to judgments awarding 'excessive' sums of money. Finally, some countries condition
recognition on reciprocity – that is, on whether the country of rendition would recognize similar judgments
from the second country – while other countries refuse recognition outright in the absence of a treaty requiring
such recognition.
(Source: Jeremy Day, International Legal English, Cambridge University Press, 2011)
B.1. Answer the following questions
1. What are the three issues involved in questions of conflicts of law?
2. In what way is the question of jurisdiction distinct from the choice-of-law question?
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3. How do procedural law and substantive law differ?
4. What are some of the factors on which the recognition of foreign judgments can depend?
B.2. Scan the text and find terms to complete the following definitions
1. The legal status of an individual with respect to a country, established by an individual being resident in a
domicile: noi cu tru
country with the intention of making it their permanent home, is called __________
2. The principles and rules applied by courts in order to determine which law is applicable to one or more of
the legal issues to be decided in a case are referred to as __________
3. The practice of seeking to file a lawsuit so that it will be heard by the court most favorable to the party filing
the suit is called __________

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4. The principle whereby a court can decline to hear a case if the court believes that another jurisdiction would
provide a more convenient forum for the parties is known as __________
5. The principle by which favors or privileges granted by one state to the citizens or legal entities of another
are returned is referred to as __________
READING C: OBLIGATIONS OF SELLER AND BUYER UNDER THE CISG
C.1. Read the following passage and choose the best word to fill each gap by circling A, B, C or D
Under the CISG, the general obligations of the seller are to deliver the goods, hand over any documents
relating to them and (1) __________ the property in the goods, as required by the contract and this Convention.
The Convention provides (2) __________ rules for use in the absence of contractual agreement as to when,
where and how the seller must (3) __________ these obligations. The Convention provides a number of rules
that implement the seller’s obligations in respect of the quality of the goods. In general, the seller must deliver
goods that are of the quantity, quality and description required by the contract and that are contained or (4)
__________ in the manner required by the contract. One set of rules of particular (5) _________ in
international sales of goods involves the seller’s obligation to deliver goods that are (6) __________ from any
right or claim of a third party, including rights based on industrial property or other intellectual property. In
connection with the seller’s obligations in regard to the quality of the goods, the Convention contains
provisions on the buyer’s obligation to (7) __________ the goods. He must give notice of any lack of (8)
__________ with the contract within a (9) _________ time after he has discovered it or ought to have
discovered it, and at the latest two years from the date on which the goods were actually (10) __________ to
the buyer, unless this time limit is inconsistent with a contractual period of guarantee.
1. A. remove B. transfer C. transmission D. release
2. A. substitute B. primary C. supplementary D. fundamental
3. A. follow B. activate C. do D. perform
4. A. bundled B. assembled C. packaged D. grouped
5. A. urgency B. importance C. signification D. quality
6. A. free B. sold C. distinct D. apart
7. A. inspect B. watch C. keep D. observe
8. A. comfort B. conformity C. integration D. convergence
9. A. rational B. valuable C. reasonable D. practical
10. A. laid out B. handed down C. passed through D. handed over
C.2. Read the following passage and think of a PREPOSITION to fill each gap
One of the limitations (1) _________ the right of an aggrieved party to claim a remedy is the concept of fundamental
breach. For a breach of contract to be fundamental, it must result (2) __________ such detriment (3) __________
the other party as substantially to deprive him (4) __________ what he is entitled (5) __________ expect under the
contract, unless the result was neither foreseen by the party (6) __________ breach nor foreseeable by a reasonable
person of the same kind (7) __________ the same circumstances. A buyer can require the delivery of substitute
goods only if the goods delivered were not in conformity (8) __________ the contract and the lack of conformity
constituted a fundamental breach of contract. The existence of a fundamental breach is one of the two circumstances
that justifies a declaration of avoidance (9) __________ a contract by the aggrieved party; the other circumstance
being that, in the case of non-delivery of the goods by the seller or non-payment of the price or failure to take
delivery by the buyer, the party in breach fails to perform (10) __________ a reasonable period of time fixed by
the aggrieved party.