International Sales Law: Litigation and Contract Breach Analysis

This report analyzes a case study involving Single Malt Ltd., an Irish whiskey retailer, and Liquor Sales Co., a California-based company. The scenario explores potential litigation over a contract breach. The report investigates which laws would apply in Ireland and California, considering the absence of a choice-of-law clause. It examines the application of Irish law, including consumer protection and export regulations, and California's Uniform Commercial Code (UCC). The report also addresses the role of the CISG (Convention on Contracts for the International Sale of Goods) and drafts a contract provision suitable for both jurisdictions, as well as explaining the need for an express clause. The conclusion summarizes the key findings regarding contract repudiation, CISG provisions, and the implications for the involved companies.

International Sales
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TABLE OF CONTENTS
INTRODUCTION ..........................................................................................................................3
(a) If Single Malt initiates litigation over its claim for damages stemming from the alleged
repudiation, it will probably bring its suit in Ireland. What law should a court in Ireland apply
to the transaction?........................................................................................................................3
(b) If Liquor Sales brings suit based on its claim of contract breach, it will probably file the
suit in southern California. What law should a court in California apply to the transaction?....4
(c) Assume that both the parties want the CISG to govern their contract...................................4
CONCLUSION................................................................................................................................5
REFERENCES................................................................................................................................6
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INTRODUCTION
In the present economy, there is constant increase in sales transaction among different
countries which results in implying laws and act that support in managing the international sales
transaction. Along with this, international sales law also focuses on governing or protecting the
right of party from unethical sales practices performed by the other party. The present report
focuses on the scenario of different companies operating in different region and has entered into
the sales contract by reviewing the different provision.
Case scenario,
Small Malt Ltd. Small retailer of Whiskey located in Ireland engages in online
advertisement for selling Whisky. The advertisement was seen by Liquor Sales Co. located in
California contacted the Small Malt company for purchasing Irish whiskey over the three year
period. The agreement among parties do not focuses on any of the provision on the choice of law
or court jurisdiction.
(a) If Single Malt initiates litigation over its claim for damages stemming from the alleged
repudiation, it will probably bring its suit in Ireland. What law should a court in Ireland apply to
the transaction?
Accordant with the case scenario, Single Malt Ltd. do not sell Whiskey to Liquor Sales
Co. as the company states that both the companies are not in the contract. The contract was
repudiated earlier by Liquor Sales Co. therefore, If Single Malt initiates litigation over its claim
for damages stemming from the alleged repudiation then it will probably bring its suit in Ireland.
Hence, the Ireland law would be applicable within the transaction.
The Irish law indicates that Irish retailers those who are interested in selling the goods
and products outside the national market then the company would attain contract law obstacles.
Therefore, it is also required by the company to comply or abide by the laws and regulation
related with the consumer protection (A Common Sales Law for Europe: Factsheet for Ireland,
2017). Along with this, if the business goes wrong in delivering the goods then the general rights
do not exist in the Irish law. The small businesses that are exporting products and services in the
new market must rely on the laws and activities of the other region as they are trading outside the
European Union region (Spanogle and Winship, 2000). Moreover, there is also some relevant
Irish legislation relating with serving of alcohol within the licensed premises or in the off-
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licenses region (Antràs, 2013). The Court in Ireland does not providing remedies for the other
company as the contract do not include any provision related with court jurisdiction.
(b) If Liquor Sales brings suit based on its claim of contract breach, it will probably file the suit
in southern California. What law should a court in California apply to the transaction?
On the other hand, in the situation if Liquor Sales brings suit based on its claim of
contract breach then it will probably file the suit in southern California. Therefore, in this
situation law within California would be applied within the transaction. Accordant with the legal
terms and provision of the contract, it has been stated that both the parties has been entered into
the contract for the three year but the Single Malt company was unable to deliver whiskey to the
other party therefore, in such situation the company is liable to pay for the damage.
Within California The Uniform Commercial Code that is UCC regulates the contracts
that are related with the sales of goods in California. Moreover, it has been also assessed that
company must engage in proper formulation of the contract so that they may not perform the
unwanted or improper activities related with sales of products (Azhar, 2017). The California
region also focuses on protecting the company of their region from the other region countries so
that it may easily protect their activities. In addition to this, California sales tax also impose
certain taxable amount on the other party so that buyers and sellers jointly liable in performing
the effective practices.
(c) Assume that both the parties want the CISG to govern their contract
1. Draft a provision for inclusion in the contract that is upheld by Irish and California courts.
In order to attain the liability for the damages in regards with breaching of contract it has
been assessed that companies within the different region must focuses on in-sourcing different
licensing agreement that are governed by CISG (Convention on contracts for the international
sales of goods) so that they may easily include the relevant and required clauses within the
contract. With the help of this convention it mainly focuses on different legislation as well as
business transaction so that they may easily engage in the activities related with international
sales transaction (United Nations Convention on Contracts for the International Sale of Goods,
2010). Along with this, drafting the provision it also include different terms and condition that
need to be followed by both the parties to render proper services.
2. Explain why an express clause in the contract
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Moreover, the United Nation is consider as contracting state of CISG while the Ireland do
not consider as the part of the convention therefore, express clause must be implemented within
the contract. As this clause within the contract act as the essential term that settle down all the
disputes litigated in California (Hoefele, Schmidt‐Eisenlohr and Yu, 2016). Along with this, the
contract would be also not engaged under CISG as it mainly governs the activities of those
parties who are the parties within the convention. The convention mainly governs the activities
of such parties those are the part or member state of the convention. Therefore, it is stated that
express clause in the contract that requires all disputes to be litigated in California.
CONCLUSION
The aforementioned report summarizes the case scenario and different provisions that are
related with the international sales. Ir was also summarized that the contract was repudiated
earlier by Liquor Sales Co. therefore, If Single Malt initiates litigation over its claim for damages
stemming from the alleged repudiation then it will probably bring its suit in Ireland. Moreover,
it also focuses on the provision of CISG on the different companies existing in the different
states.
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REFERENCES
Books and Journals
Antràs, P., 2013. Goes Global: Incomplete Contracts, Property Rights, and the International
Organization of Production. Journal of Law, Economics, and Organization, p.ews023.
Azhar, S. F. B. N., 2017. Battle of Forms in the Formation of International Commercial
Contracts: An Assessment of their Comparative Merit. Vancouver Journal of International
Business and Law. 1(1).
Hoefele, A., Schmidt‐Eisenlohr, T. and Yu, Z., 2016. Payment choice in international trade:
Theory and evidence from cross‐country firm‐level data. Canadian Journal of
Economics/Revue canadienne d'économique. 49(1). pp.296-319.
Spanogle, A. J. and Winship, P., 2000. International Sales Law: A Problem-oriented Coursebook
American casebook series, ISSN 1555-8053. West Group.
Online
A Common Sales Law for Europe: Fact-sheet for Ireland, 2017. [Online]. Available through:
<http://ec.europa.eu/justice/contract/files/common_sales_law/sales_law_ireland_en.pdf>.
[Accessed on 15th February 2017].
United Nations Convention on Contracts for the International Sale of Goods. 2010. [Online].
Available through: <https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-
CISG-e-book.pdf>. [Accessed on 17th February 2017].
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