Positions, not platitudes.
Practice notes, clause analyses, and recent case law on international contract law, standard terms, and compliance.
Featured
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CISG: advantages and disadvantages for German exporters
Why the reflex of excluding the CISG costs exporters protection: scope of application, contracting states, and the pros and cons compared with German domestic sales law.
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How to incorporate standard terms internationally
How standard terms become part of the contract in international business, and what happens when both sides’ terms collide (battle of forms).
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Commercial law in companies: the knowledge gap
A study shows: employees often do not know the basics of commercial law, at home or across the border. What that costs and how training helps.
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Indemnity: how the supplier can reduce its liability
The “indemnity” clause is critical in commercial contracts and often used incorrectly. How to dial it back from the supplier side.
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Incoterms® 2020: practical overview
The structural and substantive changes in Incoterms 2020 vs. Incoterms 2010, plus practical guidance for choosing the right Incoterms clause.
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Commercial Courts in Germany: an alternative for international disputes
Germany’s new Commercial Courts hear major commercial disputes in English. Jurisdiction, advantages, and how to compare them to international arbitration.
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No exclusion of private international law
The usual exclusion of private international law in choice-of-law clauses is superfluous and incorrect. The fix is simple.
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Open access to international business law
A curated, freely accessible collection of literature, case law, and resources on international business law. Continuously updated, suggestions welcome.
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Best practice for handling foreign law
The Hamburg Guidelines support German courts, experts, and parties in handling foreign law in international disputes — what they say and how to use them.
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Proof of receipt of an email
Case law on the burden of proof for email, fax, read receipts, and secure delivery methods, plus practical guidance for time-critical declarations.
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All Cap Clauses in Commercial Contracts
Contract parties often use capitalized clauses in commercial contracts. This makes reading unnecessarily hard. There is a simple solution.
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As far as legally permissible? Not a good idea.
A contract clause with the rider “to the extent permitted by law” is invalid. In a forum-selection clause, this becomes a serious problem.
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How to withdraw from a purchase contract correctly
How to withdraw from a purchase contract correctly: requirements, deadlines, place of supplementary performance, and practical recommendations.
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International Arbitration Procedures: Evidence Gathering in the USA
The discovery process is essential in the United States for preparing litigation. Also in international arbitration?
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No oral side agreements exist. But they do!
The German Federal Court of Justice (BGH) ruled on the validity of the clause ‘No oral side agreements exist’ in standard terms.
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Incoterms® 2020 FCA and CPT – Best practice
This guidance paper is relevant to users of the Incoterms 2020 rules for shipping goods in containers through ports anywhere in the world.
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Case law on standard terms (2021)
Notable Federal Court of Justice rulings on standard terms from 2021: liability disclaimers, cancellation fees, entire agreement clauses, cartel damages.
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Modern Contract Language
Inaccurate, redundant, or outdated contract language causes problems. Here are some examples and suggested wording.
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No individual agreement
A pre-formulated clause stating that the parties have supposedly negotiated each term individually is counterproductive, and in many cases legally void.
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“No re-export to Russia”: compliant export contracts
Export contracts must include a “no re-export to Russia” clause from 20 March 2024. EU model clause, German contract-law pitfalls, and what to add.
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Effective protection of trade secrets
Requirements for confidentiality measures and the burden of pleading and proof in trade-secret cases, with notable rulings on catch-all employment clauses.
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How to Sabotage an Organization
Timeless “lessons” from the Simple Sabotage Field Manual by the US Office of Strategic Services (1944) on sabotaging an organization.
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How to Avoid U.S. Tariffs as an International Supplier
This article shows how to avoid tariffs as a supplier by using the appropriate Incoterms 2020 clause in your supply contracts with U.S. buyers.
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