Plaintiff It’s Intoxicating Inc. is a Pennsylvania corporation that manufactures and distributes cosmetic products to various retailers. Defendant Maritim Hotelgesellschaft is a German company which owns hotels throughout Germany. Zimmer is an individual living in Berlin, Germany, and is an employee of Maritim who was delegated the authority to purchase beauty products on behalf of Maritim. In October 2007, Zimmer informed It’s Intoxicating that Maritim wished to buy its products for use in 38 of its hotels. It’s Intoxicating sent via e-mail a document titled “Conditions of Sale,” a proposed agreement purporting to govern various collateral aspects of the parties’ developing relationship. That document stated: This agreement will be governed by and construed in accordance with the laws of the state of Pennsylvania, United States of America. The parties hereto hereby consent to the exclusive jurisdiction and venue of the United States District Court for Luzerne County for any action that may be brought in connection with this agreement and/or from the use of the Aromapro software and/or from the use of the Aromapothecary products. Maritim subsequently sent purchase orders to It’s Intoxicating in January 2008. It’s Intoxicating shipped 441 cartons of beauty products to Maritim’s hotel in Dusseldorf, Germany, which were accepted by Maritim. The purchase price was $181,547.80 of which Maritim paid $73,724.85. However, in May 2008, Maritim began to run into problems selling It’s Intoxicating’s beauty products. By April 2009, It’s Intoxicating still had not received the balance due and filed suit against Maritim. Maritim filed a motion to dismiss contending that the parties had never created a binding contract. MANNION, DISTRICT COURT JUDGE As a preliminary matter, because Maritim is a foreign corporation and Zimmer is a resident of a foreign country, the court must consider whether the United Nations Convention on Contracts for the International Sale of Goods applies to the contract in this case, thereby preempting Pennsylvania law. The CISG is a “self-executing treaty with the preemptive force of federal law,” which “applies to contracts for the sale of goods between parties whose places of business are in different States . . . when the States are contracting States.” American Mint LLC v. GOSoftware, Inc., 05-CV-650, 2005 U.S. Dist. LEXIS 45003 (M.D.Pa. 2005). The parties to a contract may agree to apply a signatory’s domestic law, but only by affirmatively opting-out of the CISG. Therefore, a choice of law provision, to be effective, must not only select the law that will apply but affirmatively state that the CISG will not apply to the contract. Here, defendants’ place of business is Germany and plaintiff’s is the United States, both countries that are signatories of the CISG. Furthermore, because of the parties extensive communications prior to Defendant’s first product order and because the alleged contract contained a shipping agreement, it appears that the parties were aware that they were dealing with foreign entities either before or at the time a contract was formed. Therefore, on its face, it appears that the CISG governs this contract dispute………………….. Required: 1. On what basis did the court conclude that the parties had not sufficiently evidenced an intent to opt out of the CISG? What language would you have included in the purchase and confirmation orders to clearly evidence such an intent? 2. What was the effect of the application of the CISG to the contract rather than Pennsylvania state law?
> Defendants were charged with illegally exporting high technology equipment without a license. The indictment alleged that their application for a license had been assigned an application number but was then returned as inadequate. Instead of resubmitting
> Defendant is a Chinese citizen who worked as an engineer in Beijing developing photoelectric technologies. Defendant’s friend and accomplice, Chao, was a U.S. citizen who owned a printing business in California. On defendant’s instructions, Chao purchase
> Plaintiff attempted to enter steel products at the Port of Seattle. These products consisted of unpainted steel sheets that had originated in Japan but had been hot-dip galvanized in New Zealand. Plaintiff’s entry documents identified New Zealand as the
> Plaintiff, Better Home Plastics Corp., imported shower curtain sets consisting of an outer textile curtain, an inner plastic liner, and plastic hooks. The liner prevented water from escaping and was color coordinated to match the curtain. The curtain was
> Zeiss imported ZMS 319 microscopes, stands, and accessories, including a camera—all specially tailored for neurosurgical use. Customs classified the ZMS 319 under Heading 9011 for “stereoscopic compound microscope with a means for photographing the image
> Otter Products LLC imported protective cases for smartphones, branded as the “Otterbox Commuter” and “Defender” series. The cases have a clear plastic screen cover, rigid outer plastic shell that fits snuggly, and a flexible silicone component. A case do
> Shaver, a barge company, contracted with Weyerhauser, the shipper, to transport caustic soda to a buyer. Shaver arranged for marine cargo insurance with Travelers. Several different types of coverage were discussed. Shaver decided on “free from particula
> During the 1960s and 1970s, the European steel industry was near financial collapse. With the support of labor groups, the largest firms were kept alive with government money, low-interest loans, and equity investments from European governments. Many mil
> Kiobel and other environmental activists were arrested, tortured, and executed by the Nigerian military in 1995. They had been protesting Shell’s oil exploration in the Ogoni region of Nigeria. A lawsuit was brought by Kobel’s widow and others under the
> Rhodia Pharma Solutions is one of the world’s leading manufacturers of specialty chemicals, including acetyl-salicylic acid (bulk aspirin). With corporate headquarters in France, it has about 25,000 employees in offices and manufacturing plants in the Un
> Pesquera Mares Australes, a Chilean salmon exporter, was accused of dumping salmon in the U.S. market at less than fair value. An AD duty petition was filed in 1997 by the Coalition for Fair Atlantic Salmon Trade. The U.S. Department of Commerce (ITA) co
> The United States has long sought ways to reduce smoking by children. In 2009 the United States enacted the Family Smoking Prevention and Tobacco Control Act [the Act] that prohibited the import or sale of cigarettes with any flavor, herb, or spice, incl
> Argentina conducted a safeguard investigation into imports of footwear during the period from 1991 to 1996 and found the following data related to absolute levels of imports: Argentina then imposed safeguard measures that increased import duties on foot
> The state of California imposed an ad valorem property tax on cargo containers owned by Japanese companies and temporarily located in California ports. The containers were used exclusively for transporting goods in international commerce. They were based
> The European Communities requested a WTO panel to decide whether U.S. Sections 301−310 [the Act] violated GATT dispute settlement procedures. The Act permits the USTR to investigate possible violations of GATT or other international trade agreements, to
> Throughout the 1970s, European consumers became more concerned over the use of hormones to speed the growth of livestock. Their fears were in part based on the fact that some people had been injured by the illegal use of certain banned hormones. Some con
> The Royal Thai government maintains restrictions on imports of cigarettes. The Tobacco Act of 1966 prohibited the import of all forms of tobacco except by license of the director-general of the Excise Department. Licenses have only been granted to the go
> The European Community (EC) had been the world’s largest importer of bananas, two-thirds of which were grown in Latin America. A large percentage came from developing countries that were once colonies of Britain, Spain, and France, located in Africa, the
> For 50 years prior to this case, India had placed complex restrictions on the import of agricultural, industrial, and consumer goods from other countries. Goods placed on the “negative list” could only be imported by special license, which was generally
> Bellaizac–Hurtado and others were arrested in Panama for drug trafficking aboard a Panamanian-flagged vessel in Panamanian waters. They were extradited to the United States for prosecution under the Maritime Drug Law Enforcement Act. They argued that the
> In the case in Question 1, if a U.S. court sought to enforce U.S. laws on Slobovia’s leading export, how would U.S.– Slobovian relations be affected? What if a key U.S. naval base was located in Slobovia? How well equipped are courts to conduct such rela
> The Japan Liquor Tax Law, or Shuzeiho, taxes liquors sold in Japan based on the type of beverage. There are ten categories of beverage (the categories are sake, sake compound, shochu, mirin, beer, wine, whiskey/brandy, spirits, liqueurs, and miscellaneou
> Since 1963, the European Economic Community (EEC) had negotiated tariff rates with the developing countries that export bananas, and these concessions were bound in the tariff schedules at 20 percent ad valorem. In 1993 the EEC took over banana import re
> During a time of political controversy in the United States over immigration policy and enforcement, the State of Arizona enacted a statute to deal with the large number of unlawful aliens in the state. Section 3 made it a misdemeanor under Arizona law f
> Star-Kist Foods, a U.S. producer of canned tuna, instituted a lawsuit to protest the assessment of duties made by the collector of customs on imported canned tuna. Duty was assessed on the canned tuna at the rate of 12.5 percent pursuant to a trade agree
> This action was brought by a U.S. senator against the president to enjoin him from returning the Hungarian coronation regalia to the People’s Republic of Hungary. The Holy Crown of St. Stephen had been held by the Hungarian people as a treasured symbol o
> In the early 1950s, the United States was at war in Korea as part of a United Nations “police action.” American steelworkers were threatening to strike over wages and collective bargaining disagreements with steel companies. The president made every atte
> Westinghouse contracted with Panalpina, a freight forwarder, to arrange for the transportation of an electric transformer from Italy to Iowa. Panalpina stated to Westinghouse, “[R]est assured your shipment will receive door to door our close care and sup
> In 1988, Semetex entered into an agreement with the Al-Mansour Factory in Baghdad, Iraq, an enterprise owned and operated by the government of Iraq, in which Semetex agreed to provide Al-Mansour with an “ion implanter” used to mark circuitry pathways on
> The plaintiff contracted to purchase hog bristles from Transea Traders in India. The defendant bank issued an irrevocable letter of credit to Transea covering a shipment of hog bristles and payable upon presentation of the proper documents. Transea fille
> The defendant bank issued an irrevocable letter of credit on behalf of its customer, Adastra Knitting Mills. It promised to honor sixty-day time drafts of Courtaulds for up to $135,000 covering shipments of “100% Acrylic Yarn.” Courtaulds presented its d
> There are many U.S. government programs to aid American firms in boosting exports. The International Trade Administration and its U.S. Commercial Service, as well as the Small Business Administration administer several of these programs. Undertake an Int
> National Park Bank issued a letter of credit addressed to Ronconi & Millar, beneficiary, at the request of its account party, Sun Herald, “covering the shipment of 1,322 tons of newsprint paper in 72½-inch and 36½-inch rolls to test 11-12, 32 lbs. at 8½
> The plaintiff, Z.K. Marine, is an importer of yachts for sale in the United States. In 1987, five yachts were shipped from Taiwan to the United States aboard the MV Archigetis. Each yacht was shipped under a clean negotiable bill of lading. Each of the f
> S.S. Sabine Howaldt, a small cargo vessel, was chartered for a voyage from Antwerp, Belgium, to Wilmington, Delaware. The ship was carrying steel products consigned to the plaintiff. The cargo was in good condition when loaded at Antwerp. On arrival at t
> Dr. Abid Hanson was traveling with his wife and family aboard an Olympic Airways flight from Athens to New York. He suffered from asthma and was affected by secondhand smoke. They were seated in a nonsmoking section, three rows from the smoking section.
> Tseng purchased a ticket on an El Al flight from New York to Tel Aviv. Prior to boarding, an El Al security guard questioned her about her travel plans. The guard considered her response “illogical” and ranked her as a security risk. Tseng was taken to a
> Kumar sold 700 television sets to one of its largest customers, Nava, in Venezuela. The contract was on CIF terms, Maracaibo. However, they agreed that Nava would not pay Kumar until Nava actually sold the merchandise. Kumar obtained the televisions from
> In May 2005, Cedar Petrochemicals, Inc., a New Yorkbased petrochemicals trader, entered into a contract with Dongbu Hannong Chemical Co., Ltd., a South Korean corporation, whereby the latter agreed to deliver a certain quantity of liquid phenol to a ship
> The plaintiff had purchased ore from Oppenheimer. The plaintiff requested that the defendant bank negotiate documents on its behalf from Oppenheimer covering a shipment of “cobalt ore analysis not less than 5 per cent peroxide.” The plaintiff specified t
> The defendant entered into a contract to sell hops to the plaintiff in London, as follows: . . . one hundred bales, equal to or better than choice brewing Pacific Coast hops of each of the crops of the years 1905 to 1912 Inclusive. The said hops to be sh
> Ample Bright Development Ltd. is a Chinese trading company that receives inquiries from overseas companies regarding handbag accessories and finds suitable Chinese factories to produce those accessories. Ample Bright received a series of purchase orders
> Successful international managers agree that success in entering a foreign market comes from planning and commitment. What does this mean? What kind of commitment do you think they are referring to? It is also often said that exporting is not an “elixir”
> Banque de Depots, a Swiss bank, brought an action against Bozel, a Brazilian exporter, seeking a money judgment because Bozel had allegedly misapplied the bank’s funds. The bank obtained an order seizing 1,300 metric tons of calcium silicon located in a
> Juliette Shulof Furs (JSF) is a New York corporation that has been in the fur-dealing business for fifteen years. George Shulof, an officer of JSF, attended two auctions conducted by Finnish Fur Sales (FFS) in Finland in 1987. He purchased more than $1.2
> Friedrich Nottebohm was born in Germany in 1881. He moved to Guatemala for business reasons in 1905 and lived there until 1943, except for business trips and visits to his brother in Liechtenstein. He remained a German citizen during that time. One month
> Plaintiff Tandrin Aviation Holdings Ltd. (Tandrin) agreed to sell a Bombardier executive jet aircraft to Aero Toy Store, L.L.C. (ATS) for U.S. $31.75 million. ATS paid a U.S. $3 million deposit to an escrow agent. Both the deposit and the balance of the
> Chicago Prime Packers, Inc., was a Colorado corporation with its principal place of business in Avon, Colorado. Northam Food Trading Company was a Canadian corporation with its principal place of business in Montreal, Quebec, Canada. Chicago Prime and No
> Solae, a U.S. limited liability company with its principal place of business in St. Louis, Missouri, had sold soy lecithin to Hershey Canada, Inc., a Canadian corporation with its primary place of business in Mississauga, Ontario (Canada), since 2003. Th
> Plaintiffs Bruce and Renee Fallhowe (the Fallhowes) are residents of Colorado. Hilton Worldwide, Inc. (Hilton) is a Virginia corporation that owns the Hilton Los Cabos in Cabo San Lucas, Mexico. The Fallhowes were guests at the Hilton Los Cabos in Novemb
> Plaintiffs Ayah and Rania Elayyan (the Elayyans) are residents of Indiana. Defendant Sol Melia is a Spanish corporation with its principal place of business in Palma de Mallorca, Spain. Sol Melia manages hotels under a variety of brands, all of which are
> Asahi Metal Industry, a Japanese corporation, manufactured valve assemblies in Japan and sold them to tire manufacturers including Cheng Shin (a Taiwanese corporation) from 1978 to 1982. Cheng Shin sold tires all over the world, including in California.
> Ernesto Ortiz, famed American corporate raider, initiates a hostile takeover of Bundesbank Freidumia (BF), the largest commercial bank in Freidumia. In purchasing 70 percent of BF’s shares, Ortiz pays a substantial premium for control. After he concludes
> Alberto-Culver Co., a Delaware corporation with its principal office in Illinois, manufactured toiletries and hair products in the United States and abroad. In February 1969, Alberto-Culver signed a contract in Austria to purchase three businesses of Fri
> This case illustrates a classic case of the conflict between Islamic law and modern business. In 1991, the Federal Shariah Court of Pakistan declared the payment of interest (riba) by banks on loans and deposits to be contrary to Islamic law. During the
> Campbell, an Australian citizen, was employed in the construction of health care facilities and schools in Afghanistan. The projects were funded by a U.S. government agency that extends financial and technical assistance to foreign countries to support U
> Alvarez, a Mexican physician, was wanted by the U.S. Drug Enforcement Agency for the torture and murder of one of its agents in Mexico in 1985. When Mexico would not extradite Alvarez, the agency employed Sosa to kidnap Alvarez from his home and fly him
> During the Spanish-American War, the United States Navy seized two commercial fishing ships sailing from Havana. The unarmed ships were owned by a Spanish citizen living in Cuba and sailed under Spanish flags. The owners were unaware of the hostilities b
> Japan Airlines (JAL) is a Japanese air carrier based in Tokyo, with offices in California and Hawaii. The plaintiffs were employed by a Hawaiian company that contracted to perform services for JAL flights. They alleged that JAL had required a seriously i
> The plaintiff, a U.S. citizen, entered into an employment contract with the German firm of Stumm Handel, the defendant. The contract was written entirely in German. Without being able to speak or read German, the plaintiff signed the contract. He never r
> The United States contracted with Transatlantic Financing, the operator of a cargo ship, to transport wheat from Texas to Iran in 1956. The parties never agreed on the route the ship would take. Six days after the ship left Texas, the government of Egypt
> Dayan received an exclusive franchise to operate McDonald’s restaurants in Paris, France. The franchise agreement required that the franchise meet all quality, service, and cleanliness (QSC) standards set by McDonald’s. The agreement stated that the rati
> The Kiobel suit was filed in 2002 by Nigerian citizens from the Ogoni region of Nigeria against Dutch and British holding companies that were operating in the region through their Nigerian subsidiary. The petitioners alleged that the respondents aided an
> Name four types of adjustments to regulations that are often addressed in the context of privatizations. Explain how they may be addressed.
> Wood pulp is the principal raw material used in production of paper and paperboard. In 1988, the EU member states produced only a small fraction of their requirements for wood pulp. Virtually all of the product purchased in the Union originated from prod
> The plaintiffs are domestic purchasers of “magnesite.” The plaintiffs allege, on behalf of a putative class, that the defendants—Chinese producers and exporters of magnesite—engaged in a conspiracy since at least April 2000 to fix the price of magnesite
> Nineteen states and numerous private parties brought antitrust suits against U.S. insurers, U.S. and foreign reinsurers based in London, and insurance brokers. The insurers, reinsurers, and brokers were alleged to have agreed to boycott commercial genera
> In 1931, a group of aluminum producers—one French, two German, one Swiss, one British, and one Canadian— formed a Swiss corporation named “Alliance.” Each of the producers was a shareholder of Alliance. In 1936, the shareholders instituted a system of r
> Tetra Laval, a Swedish company that is the world’s largest carton-packaging manufacturer, decided to expand into the field of plastic bottle plugs. It sought to buy the French company Sidel, which makes the equipment that blows plastic plugs into milk an
> Schneider Electric SA (Schneider), a company incorporated under French law, is the parent company of a group engaged in the manufacture and sale of products and systems in the electrical distribution, industrial control, and automation sectors. Incorpora
> A U.K.-based travel company, Airtours (now MyTravel), sought to purchase a travel agency known as First Choice. It announced its planned merger to EC authorities in early 1999. Later that year, the Merger Task Force blocked the proposed merger, asserting
> Microsoft Corp., a U.S. company, designs, develops, and markets software products, including operating systems for client personal computers (client PCs), operating systems for work group servers, and streaming media players. Sun Microsystems, Inc., anot
> Economic development in the Republic of Costa Azul is perceived to be hindered by the ownership of all farmland by a few families and a few firms, some of which are U.S.-owned. A new government is democratically elected on a platform of land redistributi
> The Kingdom of Carolinium has a strong commitment to the preservation of wild horse herds. The neighboring Republic of Giles Run is a major dog food manufacturer and regularly uses wild horse meat in its products. These products are exported to and marke
> Briefly describe the concession model of privatization. How long should the term of the concession be?
> Despite the Montreal Protocol, the nation of Livy continues to produce CFC-emitting refrigerators and to export them to nations throughout the world. A number of governments object to Livy’s practices and ban its exports pursuant to the protocol. Livy br
> Assume that a democratically elected government, after a favorable vote in a popular referendum, launches a program to clear 150,000 acres of tropical rain forest in order to promote economic development. To carry out the will of the people, the governme
> If a U.S. company is presented with the opportunity to build a plant in a former communist country with less stringent laws on carbon dioxide emissions, what factors should it take into consideration before proceeding with the project? To what extent sho
> How would an Austrian judgment for money damages against the Czechoslovak government be enforced? What type of injunctive relief would be possible?
> In the Judgment of February 23, 1988, what would the Austrian Supreme Court have done if a private cause of action had been available in Czechoslovakia? How do you think the court would handle complaints about a nuclear accident such as Chernobyl?
> Pursuant to Bulgaria’s new joint venture program, Zasada, Inc., a U.S. firm, constructs a football helmet manufacturing facility in Sofia to produce helmets for export to the United States. Four years later, a change in the Russian Parliament leads to do
> What are the implications for an American who purchases shares in a German company on the basis of inside information?
> If a U.S. company establishes a 100 percent subsidiary in another country, what three general aspects of U.S. income tax law should the company be sure it has addressed?
> What financing alternatives would be available to a U.S. firm that was interested in investing in a proposed manufacturing plant in a small country that recently left the communist bloc and did not wish to invest many of its own resources?
> Susan Currie is a U.S. manufacturer of tear gas, which she sells to various governments for crowd control. To reduce transportation costs to the interested governments, Ms. Currie is considering building a new plant in Germany. The plant will employ 2,50
> List three reasons why giving employees equity shares in the new private entity makes sense. Give a reason that is principally applicable in Eastern Europe. What are two disadvantages associated with transferring shares to employees? What are two types o
> Would a U.S. court override an employer’s contractual rights (as the Supreme Court of Japan did) because of a countervailing “socially accepted view”? What if the employment contract was between a drug lord and his “trigger man”? Do you think that the re
> Assume the same facts as in Question 1, except that the joint venture is to build and operate a computer microcircuit manufacturing plant. What different considerations come into play in government review? What is the likely outcome?
> Keefe Energy, Inc., a U.S. firm, enters into a joint venture with Energia Guerra, S.A., a Mexican firm, to build and operate a coal-fired electric-power-generating plant with an estimated useful life of 35 years. The building and land will be owned by G/
> Plaintiff, a Swiss corporation, entered into contracts to purchase chicken from B.N.S. International Sales Corporation. Defendant was a New York corporation. The English language contracts called for the delivery of “chicken” of various weights. When the
> Pro Golf, a U.S. company, manufactured and sold golf equipment under the brand name “First Flight,” which had been registered in the United States and certain other foreign countries. Pro Golf negotiated with Wynn to act as its foreign sales representati
> International business managers try to build trust with their foreign counterparts, whether it is a customer, supplier, or partner. How would you suggest they do this? Why is trust important to the long-term relationship, and what might it mean to managi
> How does international business differ from domestic business? Explain how those differences affect the risk of doing business internationally. What factors influence that risk?
> Students often confuse the International Court of Justice with the International Criminal Court. What is the difference between them? Although not covered in this chapter, what is the European Court of Justice and what is its jurisdiction?
> Describe the five theories of international criminal jurisdiction. How have these been made applicable to international terrorism? What types of crimes are covered under the principle of universality? From an international law perspective, do you think t
> What are the different forms of criminality that are of concern to international businesses? Explain why international solutions are important. Give some examples
> Briefly describe the trade sale model of privatization. What is the distinguishing feature of the trade sale? How is privatization achieved through management contracts?
> Describe the different functions of the ITA and the ITC in regulating import competition. Why do you think that Congress split their respective functions into two separate agencies?
> Discuss the social responsibility of a Canadian or U.S. manager working in Mexico. If a certain course of action is illegal in the manager’s own country but lawful and accepted in Mexico, which standard should the manager follow? Describe the social resp
> What is a rule of origin? Why is it important to the operation of a free trade area?
