Business Law: Transnational commercial contracts

Extract

[...] Legal framework: another Ottawa convention 1988 (UNIDROIT) = Equipment should be a movable good chosen by the lessee, used for professional purposes, can be acquired or not at the end. = Convention applies only to international financial lease the places of business of lessor and lessee must be in different states (supplier doesn't matter). These states have to be contracting state or both the supply agreement and leasing agreement are governed by the law of a contracting state. = This convention facultative (but some provisions are imperative). Principles: 1. If there is a problem with the equipment, the lessee still has to pay (the lessor is protected) 2. [...]

[...] A lot of companies took part of this agreement, provides basic regulations. Then a second agreement to give an indemnisation to the victims (the companies, victim's families, worker union and government worked together to create it). Transnational company agreements: between transnational corporation's representatives and worker's organisations. The global compact: companies can sign up to this set of common principle of human rights (have to make an annual communication on their progress). ISO norms: independent organization developing standards. It is voluntary not obligatory. [...]

[...] The UNCITRAL Model laws on Transnational insolvency (1997) Establishes a framework to develop cooperation between courts in insolvency cases. Model law = text proposed to the state to be turned into national law. Help legislators to understand the issues of the question has no binding force. Adopted in 31 States = US, Canada, UK, Australia, Japan 4 principles = access of the foreign administrator to the national courts/ recognition of a foreign proceeding: the assets will be frozen so the different procedures can advance at the same pace and no creditor has an advantage/ relief (mesures conservatoires) may be granted to protect the assets against events that can make them lost value for example/ cooperation and coordination between the procedures. [...]

[...] European Court of Justice Case law Art 54 TFEU = freedom of establishment for moral persons = companies validly formed anywhere within the union can carry their activities in other members state country can't impose the fact that the real seat should coincides with the place of incorporation to be recognized = uberseeing case 2002). The centros case 1999 = confirmed this principle for Danish investors that created a company in England and wanted to open a branch in Denmark later. The fact that they choose England just to benefit from their favourable company law is not fraud of the law. This freedom can be restricted only if the limitation is legitimate, proportionate, necessary and for the public interest/ or in case of a fraud. [...]

[...] - Protection of the debtor: should pay only when he receives the notification (to pay to the correct person). - Debtor's defenses: if there is a problem with the sale contract, the debtor can invoke it to the factor to not pay him or to receive a set-off (compensation) if he already paid. The effect of the assignment between the parties are the one deriving from the contract of sale of good (factoring contract is not autonomous), for ex if there's a forum election clause in the contract of sale it will also be applied in the factoring contract. [...]