Abstract
International Business Contracting is designed to teach business and law students how international business contracts are structured and drafted. After several introductory chapters on international business, legal issues, and contract law, the material walks the reader through a series of agreements between two fictional companies—one an American company and the other a business located in a European civil law country. The transactions begin with a sale of goods and then progress to international distribution arrangements, a joint venture, a stock acquisition, and a secured commercial loan. Each chapter opens with the description of a new arrangement between the two parties, followed by a form of contract for their business deal, a point-by-point critique of the contract, and an examination of relevant business and legal issues.
While the typical textbook in this field emphasizes theoretical analysis, International Business Contracting takes an innovative approach by showing how a commercial relationship is put into writing. In an ideal situation a business contract will reflect the intentions of the parties, allowing them to carry out their activities while protecting them against business and legal risks. If poorly drafted, however, an agreement may create unnecessary confusion and problems. The book explores what constitutes good drafting, often by showing imprecise or ambiguous clauses. Standard contract provisions, referred to as "boilerplate," are examined in detail.
In addition to analysis, the book offers negotiation and drafting exercises, so the student can gain hands-on experience in how international business executives and lawyers carry out their work.