Wednesday, 15 March 2017

Internationale Wirtschaftsverträge, 2.A. by Ostendorf/Kluth - A review by RA Klaus Vorpeil

Fundstelle: WM 2017 Heft 10, 503

"International commercial contracts are essentially based on a contractual framework that has its roots in Anglo-American law. Accordingly, the clauses proposed in this handbook are also presented in English, even though they are commented on in German."

"(...) building on general advice on contract negotiation, contract construction, contract language and other general aspects of international commercial contracts, a detailed presentation of the legal framework of international commercial contracts (...)"

"The handbook acquires great importance for practice not least because contracts according to internationally typified content, which are drafted in English and were probably originally drafted according to English law, are subjected to a different legal system by choice of law."

" (...) the present handbook provides an extremely practical reference work and working tool, which conveys in an excellent way the expert knowledge of what internationally typed clauses mean and how to draft them in the best possible way."

" (...) valuable advice is given on the drafting of international commercial contracts, dealing with the special features of such contracts (including language and the discrepancy between the contractual language and the contractual statute) as well as the opportunities and risks in drafting international commercial contracts through the choice of applicable law (e.g. opting out of German law due to the particularly strict requirements of German law on general terms and conditions according to the international standard) and the safeguarding against foreign law through legal opinions."

"The conflict of laws rules are dealt with in detail, as well as the relevant areas of law outside the contract statute, such as questions of property law, company law and insolvency law, and ordre public. In two separate chapters, export control law and antitrust law are presented (...)"

"The model texts can be used universally, which is a major advantage of the work."

"(... ) of great use are the explanations on penalties and liquidated damages, indemnities, limitation of liability/exclusion clauses, contractual provisions on the temporal scope of liability, force majeure clauses, general contractual clauses such as completeness clauses, written form agreements and the severability clause, non-assignment clauses, choice of law clauses, dispute resolution clauses, insurance clauses, termination clauses and pre-termination agreements. "

"Treatise on supply contracts, explaining the entire UN Convention on Contracts for the International Sale of Goods (CISG), the presentation of distribution contracts, dealing in particular with agency agreements, authorised dealer agreements and brokerage and intermediary agreements, elaborations on industrial plant agreements, licence and know-how agreements and open source software licence agreements. (...) instruments of payment security (...) documentary letters of credit, the bank guarantee and the letter of comfort (...) current developments, especially in the field of foreign trade and export control law (...)".

"Just like the previous edition, this work is of extraordinary benefit to all those involved in the drafting of international contracts in practice. Practical tips and expert explanations are well balanced. Beyond the isolated analysis of individual standardised contract clauses, the general explanations create the basis for providing the reader with an excellent overall view, enabling him to draft international commercial contracts in a professional manner."

Patrick Ostendorf / Peter Kluth,
International Commercial Contracts,
Munich (Verlag C. H. BECK), 2nd ed. 2017, ISBN: 978-3-406-69357-1, 159 Euro

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