MGMT608: Business Law and International Contexts - Legal Implications

This report delves into the critical aspects of business law within an international framework. It begins by defining law and its role in governing international business operations, referencing Fukuyama (2013) and Raz (2017) to establish a foundation. The report then explores private international law, emphasizing its significance in regulating relationships between parties across different jurisdictions, with reference to Grucic et al. (2017). A central focus is the Vienna Convention (CISG) and its function in standardizing international sales law, including its adoption by various countries and its implications in resolving legal disputes. The report examines conflict of law principles and the application of CISG in civil law traditions, highlighting potential legal issues related to jurisdiction, payment, and intellectual property. Finally, the report provides recommendations to address legal implications in international business, emphasizing the role of CISG in bridging gaps between national laws and the option of arbitration for dispute resolution. The report utilizes references to support its analysis and recommendations, including the UNDROIT Principles (2004).

BUSINESS LAW AND
INTERNATIONAL PERSPECTIVE
• Role of Law
• Conflict of Law
• Recommendations on Legal Implications of
doing business internationally.

WHAT IS LAW?
• Science of Justice
• Set of rules and regulations governing behavior
of people in a defined territory
• According to Fukuyama (2013) law is the
jurisprudence which controls the quality of state.
• As stated by Raz (2017), rule of law is that the
litigants can be guided by law only if the judges
applies the law precisely.

PRIVATE INTERNATIONAL LAW
• Also called Private International Law
• Relates to the relations of various persons including
parties, corporations and companies in varied
jurisdictions
• A comprehensive set of rights and obligations of
buyers and sellers at international scale.
• Grucic et al. (2017) has stated that private
international law is the part of law which explains the
doctrine and has laid down various rules and
regulations for international trade

VIENNA CONVENTION
• or the Convention on Contracts for International Sale of
Goods (CISG)
• Ratified by 79 countries and adopted as legislative force by
76 countries including Turkey and France.
• Signed on 11 April 1980 at Vienna, Austria.
• Multilateral Uniform International sales trade law.
• Aim to codify the international law for sale of goods and
provide modern, harmonious and fair regime for contracts
of international trade.
• Brazil adopted the Convention in legislative force in April
2014.
VIENNA CONVENTIONVIENNA CONVENTION

TYPES OF LEGAL DISPUTES
Legal Disputes
Criminal
suitsCivil Suits

JURISDICTION
• UNCITRAL is the governing law behind the
principles of Vienna Convention.
• Parties in International Trade where CISG is
applicable, the parties have a choice of law.
• Parties can choose whether CISG or the National
Law of any one party shall be binding on them.
• Parties have right to choose their governing law
and refer to arbitration.

CONFLICT OF LAW
• Conflict of law rules are analyzed to determine
the jurisdiction of the governing law to the
parties.
• When CISG is chosen, matters related to
limitation may arise. Reference to UNDROIT
Principles 2004 may be made for resolving
such complex matters.

CISG AND CIVIL LAW TRADITION
CISG
• Focuses on the formation of
contracts
• Innovation in substantive
law by unifying the rules for
international trade
• What constitutes the rule in
convention is an exception
in Brazilian Civil Code.
CIVIL LAW TRADITION
• Designed primarily for
application on domestic
trade.
• Rule for interpretation
followed as the homeward
trend

LEGAL ISSUES THAT MAY ARISE
• Varied location of the parties affects the
governing law.
• Setting out of payment issue like choice of
currency, protection against the risk of non-
payment.
• Protection of Intellectual Properties in other
countries.
• Management of overseas suppliers.

RECOMMENDATIONS TO LEGAL
IMPLICATIONS
• In case of disputes there are at least two national laws that
could be implied for resolution. However, CISG has taken a
neutral method to bridge the gap between these two
national laws.
• CISG is a compilation of set of rules derived from various
legal systems followed across the world. Therefore, the
provisions may seem unclear and vague.
• Parties have choice to choose governing law. Under CISG,
they have right to choose arbitration or mediation.
• Under national laws parties have choice to refer to
arbitration or judicial courts.

References
Fukuyama, F. (2013). What is
governance?. Governance, 26(3), 347-368.
Grusic, U., Torremans, P., Heinze, C., Merrett, L.,
Mills, A., Otero García-Castrillón, C., ... & Walker,
L. (2017). Cheshire, North and Fawcett: Private
International Law. Oxford University Press.
Raz, J. (2017). The rule of law and its virtue. In The
Rule of Law and the Separation of Powers (pp. 77-
94). Routledge.

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