A contractual relationship presenting an international dimension.
Criteria generally taken into account to characterize an international contract:
- nationality and/or residence of the parties;
- language and place of conclusion of the contract;
- subject matter of the agreement.
Contractual freedom is greater than in the internal order and the choice of the parties is decisive. The contract must nevertheless respect the international public order of each State in which it is likely to be performed or to produce effects.
Law governing the contract
The parties may choose:
- that the contract will be governed by the law of a State connected with the contract;
- that the contract will be governed by the law of a State which has no connection with the contract;
- that the contract will be governed by certain State rules or certain freely defined international conventions;
- to free the contract from all state rules, with the exception of mandatory rules (autonomous contract / lawless contract).
The parties may choose:
- to confer exclusive jurisdiction on the courts of a State;
- to confer non-exclusive jurisdiction on the courts of one or more defined States;
- to resort to institutional or ad hoc arbitration.
The parties may, for the same international contract, combine any of the choices of law governing the contract with any of the choices concerning the competent courts.
Drafting an international contract
Drafting an international contract is tricky. In order to ensure its validity, lawfulness and effectiveness, legal analyses should be carried out with regard to each legal order in which the contract is likely to be performed or to produce effects.
It is essential to carefully define the various clauses and in particular the applicable law and the competent courts, to secure the contractual relationship as much as possible.
Templates of contracts and clauses
- Template of applicable law clause designating a State law
- Model clause of an autonomous international contract (called without law)
- Template of exclusive jurisdiction clause
- Examples of clauses for international contracts
- Template of Distribution Agreement
- Legal Guide to Distribution
- Contrat: définition et régime juridique
- Justice: compétence territoriale
- Compétence judiciaire en matière civile et commerciale dans l’Union européenne: règlement (UE) no 1215/2012
- Loi applicable aux obligations contractuelles dans l’Union européenne: règlement (CE) no 593/2008
- Contrat international
- Formation: contrats internationaux
- Contrats: textes
INTERNATIONAL LAW: COURSE PROGRAM
PART 1 – LEGAL AND INSTITUTIONAL FRAMEWORK OF INTERNATIONAL TRADE
PART 2 – INTERNATIONAL COMMERCIAL AGREEMENT
PRACTICAL CASE: negotiating and drafting an international business agreement