International Commercial Transactions

International Commercial Transactions involve the sale of goods across international borders and the rights and obligations of parties involved in such sales. The rapid increase of global manufacturing, retailing and E-Commerce means that businesses both large and small must consider which laws are applicable when entering into even routine contracts to buy or sell goods. Certain portions of these agreements may be governed by conventions or agreements, which are not part of statutory law but which nevertheless are used internationally. Attorneys specializing in international commercial transactions can advise clients regarding internationally accepted methods of structuring transactions, assuring prompt performance and payment.

Below are a few of the legal and business issues which the firm advises clients on.

Structuring Transactions: International commercial transactions are rarely as simple as domestic transactions. Often these transactions require the use of foreign agents, representatives or subsidiaries to implement various parts of the sales transaction. Likewise, goods may be manufactured by subcontractors or delivered to third party customers. Properly structuring international commercial transactions requires a clear understanding of the role of each party and the rights and liabilities of these parties. It also requires clear and concise agreements. Our attorneys can assist clients in developing business structures which meet the needs of both parties to the transaction and drafting appropriate agreements be it sales contracts, purchase order terms or other agreements.

Governing Rules: In the United States many commercial transactions are governed by the Uniform Commercial Code. However, the UCC does not always apply to international transactions. Other conventions such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) and other foreign national laws can be applicable and alter the rights and responsibilities of the parties. Our attorneys are familiar with the differences between these various rules and their applicability to specific types of transactions.

Terms of Delivery: Terms of delivery are often a critical element of an international transaction since they define the beginning and end of each party's responsibilities to deliver goods. Generally accepted terms of delivery are found in the INCOTERMS which are published by the International Chamber of Commerce. These terms cover a wide variety of situations and can be quite specific regarding each party's responsibilities. Our firm frequently advises clients regarding the appropriate terms of delivery.

Intellectual Property Rights and Proprietary Business Information: Protecting intellectual property rights such as trademarks and copyrights are critical to many international commercial transactions. Sales transactions may also involve proprietary business information such as particular manufacturing processes or information belonging to customers of the buyer which must be protected. The firm regularly prepares licensing, and confidentiality agreements to protect these materials. Attorneys in the firm have also been involved in litigation both in the United States and elsewhere to protect intellectual property rights and enforce confidentiality agreements.

Payment: Due to the size of most international commercial transactions, payment involves far more than writing a check or charging a credit card. Payments are frequently made according to letters of credit which require specific documents to be presented to a bank which makes the payment. Letters of credit are governed by the Uniform Customs and Practices (UCP) which defines the rights and obligations of buyers and sellers and the banks responsible for payments. The firm routinely advises clients regarding appropriate documents to be required under letters of credit and recourses a party may have against a bank or another party should a dispute arise.

E-Commerce: The Internet has made many firms international sales organizations and many individuals, international purchasers and importers. While seemingly simple, internet transactions can be quite complex. Creation of online contracts is governed not only by laws applicable to traditional transactions but also specific statutes such as the Electronic Signatures Act (US) and the Uniform Electronic Commerce Act (Canada). Our attorneys can advise clients regarding the effective formation of online contracts and related issues.

Applicability of National Law: International transactions frequently raise issues relating to taxation and related matters such as money laundering statutes. Although we do not specialize in income tax matters, we do advise clients regarding the potential applicability of these types of laws.

Dispute Resolution: Parties rarely want to think about what happens when a sales agreement does not work but the failure to plan for such a contingency can make a bad experience a nightmare. We advise clients regarding the appropriate type of dispute resolution to be incorporated into an agreement. Attorneys in the firm have represented clients in arbitration, mediation and, of course, litigation in both US and foreign venues.