国际商法(英文版)Chapter 7
国际商法 第二版 英文版 姜作利 课件
III Sources of international business law
C International model law
Definition: rules and norms worked out and passed by some international organizations for the free choice by nations. Examples: 1. Model Law on International Commercial Arbitration by the United Nations Commission on International Trade Law （联合国国际贸易法委员会国际商事仲裁示 范法 UNCITRAL Model Law） 2. Principles of International Commercial Contract by the International Institute for the Unification of Private Law （国际统一私法协会国际商事合同通则, UNIDROIT PICC ）
VI International Organizations
• A. Organization Affiliated with UN
• 4. ― World Bank‖ (two institutions) 世界银行 • The International Bank for Reconstruction and Development 国际复兴开发银行（世界银行） • (loans at market terms, not high-risk loans) • International Development Association 国际发展协会 • (loans to poor countries with average per capital GNP less than $ 410 on more favorable terms, but only to government) • International Finance Corporation 国际金融公司 • ( loans to private enterprises in developing countries)
国际商法第七章
Chapter 7 – Trade in Goodspage 245The Bretton Woods SystemThe negotiators who met for the United Nations Monetary and Financial Conference in Bretton Woods in July 1944 were determined to create a system that would promote trade liberalization and multilateral economic cooperation. The Bretton Woods System was meant to be an integrated undertaking by the international community to establish a multilateral institutional framework of rules and obligations.As originally planned the Bretton Woods system was to have had 3 major international organizations: the international Monetary Fund (IMF), the International Bank for Reconstruction and Development (IBRD or World Bank), and the ill-fated International TradeOrganization (ITO). Together they were to collectively administer and harmonize world trade. The IMF was to ensure monetary stability and facilitate currency exchange. The World Bank was to assist war-ravaged and developing countries reconstruct or upgrade their economies. The ITO was to administer管理a comprehensive code综合法典governing the conduct of world trade. This code was to be broad and encompassing, dealing with a wide range of issues, including trade and trade barriers, labor and employment, economic development, economic development, restrictive business practices and intergovernmental commodity.In the year 2011, most of what was planned for the ITO has come to be through General Agreement on Tariffs and Trade, through multilateral trade negotiations, called rounds. The current “round” begun at Doha,Qatar (the Doha Round) has dissolved into anumber of long-standing disputes, primarilyover U.S. And EU subsidies for their own agricultural industries. The IMF andWorld Bank are still doing their business oftaking U.S. Money, loaning it out and then “forgiving major balances”. The U.S. Isgiving money away to promote peace andstability, but that will end if the U.S. Does not at least in part, return to the ideology of “the business of America is business” -Calvin Coolidge, 1927. The only way the IMF and World Bank survive is through U.S.Financial support. As U.S. National debtgrows so much faster than GDP, ability of the U.S. To also support IMF and World bank diminishes. The change of world order is already apparent – the PRC sent a delegation to Spain and Portugal in January 2011 to buy their bonds and prevent their collapse.Page 248The Uruguay RoundThe Uruguay Round (1986-1994) brought about a major change in the institutional structure of the GA TT, replacing the informal GATT institution with a new institution: the World Trade Organization, which officially came into existence on January 1, 1995.The second part of the Final Act is made up of the WTO Agreement and its annexes, of which there are 2 kinds: multilateral trade agreements and plurilateral trade agreements.Multilateral Trade Agreements多边贸易协定are “integral parts不可分割的部分” of the WTO Agreement and are “binding on all members” of the WTO. They consistof (1) 14 agreements on trade in goods, (2) the General Agreement on t Trade in Services T型贸易总协定(GATS), (3) theAgreement on Trade-Related Aspects of Intellectual Property Rights知识产权(TRIPS), (4) the Understanding on Rules and Procedures Governing the Settlement of Disputes争论(DSU) and (5) the Trade Policy review Mechanism 贸易政策审核制度(TRPM). The Plurilateral Trade Agreements are also part of the WTO Agreement, but they are only binding on those member states that have accepted them. They do not create either obligations or rights for members that have not accepted them.Page 250The World Trade OrganizationThe World Trade Organization (WTO) is best described as an umbrella organization under which the agreements that came out of the Uruguay Round of MTNs are gathered. As the WTO Agreement states, the WTO is meant to provide the “commoninstitutional framework” for the implementation of those agreements. The WTO thus serves 4 basic functions:1.To implement实施, administer and carry out he WTO Agreement and its annexes附加物2.To act as a forum for ongoing multilateral trade negotiations3.To serve as a tribunal法庭for resolving disputes4.To review the trade policies and practices of member statespage 251The WTO AgreementThe WTO Agreement established a legal framework to bring together the various trade pacts that were negotiated underGA TT 1947. The WTO was created as a unified administrative organ to oversee all of the Uruguay Round Agreements. This unification solves 2 problems that hamperedthe old GA TT. First, because GA TT 1947 dealt with trade in goods, there was no obvious mechanism for handling agreements relating to trade in services and the protection of intellectual property rights. The WTO Agreement, which separates the institutional concepts from the substantive rules, eliminates this difficulty. Second, because the ITO never came into existence, the old GA TT had no formal institutional structure. The establishment of the WTO rectifies this.Page 252Membership of the WTOTonga joined the WTO in July 2007 bringing its total membership to 151. The members of the WTO comprise both states and customs territories that conduct their own trade policies. States that were members of GA TT 1947 on January 1, 1995, along with the EU were eligible to become“original members” of the WTO. These members agreed to adhere to all the Uruguay Round multilateral agreements and to submit their Schedules of Concessions and Commitments concerning industrial and agricultural goods and their Schedules of Specific Commitments concerning services within a year after joining. Original members, however, that are recognized by the United Nations as being among the least developed states, were required to undertake only commitments and concessions consistent with their individual development, financial and trade needs within their administrative and institutional capabilities. They also were given an additional year in which to submit their schedules.Page 253 Exhibit 7-3Decision Making within the WTOThe WTO Agreement says that the WTO will “continue the practice of decision making by consensus followed under theGA TT 1947. Consensus is the making of a decision by general agreement and in the absence of any voiced objection. The WTO, however, can make a decision by a vote if a consensus cannot be reached. At meetings of the Ministerial Conference and the General Council, each WTO member state has one vote, with the EU having a number of votes equal to (but not more than) the number of its member states that are members of the WTO. Should a vote be required, the decision will be made by a simple majority in most cases.Page 256Waivers弃权GA TT 1947 was sometimes characterized as a system of loopholes 漏洞held togetherby waivers. The WTO agreements dramatically戏剧性changed this. First, with one exception, the waivers of obligations in existence under GA TT 1947 terminated终止no later than 2 years after the inauguration开始of the WTO. Second, the procedures for obtaining new or continuing waivers are more rigorous. Thus, an applying member state must1.describe the measures that it proposes to take2.specify the policy objectives it seeks to obtain3.explain why it cannot achieve those objectives without violating its obligations under GA TT 1994Third, waivers must be approved by the Ministerial Conference, which has up to90 days to do so by consensus. If a consensus cannot be reached in that period, waivers must then be approved by a three-quarters majority of the members. Waivers are reviewed annually thereafter. Fourth, any dispute that arises in connection with a waiver, whether or not the waiver is being carried out in conformity with its terms and conditions, can be referred for settlement under the Dispute Settlement Understanding. Page 257GA TT 1994 is made up of the same set of rules as GA TT 1947. The changes in this text of GA TT 1994 amounts mainly to changes in terminology.Direct EffectSome of the provisions of GA TT 1994 are directly effective. That is, they may be relied upon by private person (including both natural and juridical persons) to challenge the actions of a member state. In particular, those provisions that prohibit a state from taking action contrary to theGeneral Agreement are directly effective. Those that require a contracting state to take some positive action may only be challenged by individual if the state adopts implementing legislation authorizing such a challenge.Case 7-1 Finance ministry v. Manifattura Lane Marzotto, SPAPlaintiff: Manifattura Lane Marzotto, SpA, an Italian manufacturer of woolen goods.Complaint:that the “administrative service duty” applied to wool imported from Australia violated GA TT.Defendant: Italian Finance Ministry. Proceedings: Italy had fully integrated into its legal system the firs part of the General Agreement – including the provisions concerning customs duties – but the Finance Ministry continued to charge duties to see if, in Italy, this provisionwould merely be treated as a simple declaration of principle and deprived of any direct legal effect within the country. The trial court by dismissing the case indicated that Italian Government could continue to impose duties, even though they had signed a binding agreement not to, so the plaintiff appealed.Court Decision: The court decided that the GA TT provision that prohibits a GA TT member from increasing duties on imported products above the level established when the member nation acceded to the agreement was directly effective. Thus it was part of Italian law and an individual citizen or company could bring a lawsuit to enforce this provision.Point of Law:General Agreement provision which is essentially a prohibition against increasing duties above those in effect on the date a member state accedes tothe General Agreement. Accordingly this prohibition is complete and directly effective not only between the member states but also between the member states and their nationals.Was Justice Served:YES – what is the point of Italy signing a General Agreement if they have no intention of following it. A failure to enact should be grounds for immediate dismissal from WTO.Page 259NondiscriminationThe must fundamental principle of GA TT is that international trade should be conducted without discrimination. This principle is given concrete form in the most-favored-nation (MFN) and multinational treatment rulesThe MFN RuleAny advantage, favor, privilege or immunity granted by any member to anyproduct originating in or destined for any other country shall be accorded immediately and unconditionally to the like product originating in or destined for the territories of all other members.The MFN rule does NOT apply to1.The use of measures to counter dumping and subsidization津贴2.The creation of customs unions关税同盟and free trade areas3.Restrictions限制that protect public health, safety, welfare and national security国家安全page 260Case7-2 Japan – Taxes on Alcoholic BeveragesPlaintiff: Canada, the EU and the United StatesInjury:Japan imposed lower taxes on shochu, a locally produced alcoholic beverage, than it did on imported alcoholicbeverages, including vodka, Defendant:government of Japan Proceedings: The Japanese government maintained that “substantial noticeable differences in physical characteristics exist between the rest of the alcoholic beverages at dispute and sochu that would disqualify liqueurs, gin and genever; the use of ingredients wold disqualify rum, lastly, appearance (arising from the manufacturing processes) would disqualify whiskey and brandy.Court decision: The Panel noted that a difference in the physical characteristic of alcoholic strength of 2 products did NOT preclude a finding of likeness especially since alcoholic beverages are often drunk in diluted form. Since they are like products and imported vodka was taxed at a higher rate, this practice constituted a violation of Japan's obligations under GA T-WT rules.Point of Law: GATT Article III:2 The products of the territory of any contracting party缔约国imported into the territory of any other contracting party shall not be subject受制于, directly or indirectly, to internal taxes or other internal charges of any kind in excess of 超过those applied, directly or indirectly, to like domestic products. Moreover, no contracting party shall otherwise apply internal taxes or other internal charges to imported or domestic products in a manner contrary to the principles set forth in paragraph 1 of Article II - “The contracting parties recognize that internal taxes and other internal charges, and laws, regulation and requirements affecting the internal sale, offering for sale, purchase transportation, distribution or use of products in specified amounts or proportions, should not be applied toimported or domestic products so as to afford protection to domestic production. Was Justice Served:Yes – since the only technical difference between vodka and sochu is the media used in filtration, it was clear the intent of the higher tax was blatant protectionism for local alcohol industry. Japan had signed agreements they would NOT tax imports higher to protect domestic industries.Page 263Protection Only Through TariffsThe second major principle of the GA TT is that each member state may protect its domestic industries only through the use of tariffs. Quota and other quantitative restrictions that block the function of the price mechanism are forbidden by Article XI of GA T.Additionally, to ensure that internal taxes are not disguised as tariffs, Article IIrequires that tariffs be collected “at the time or point of importation.” The main exceptions include:1.The imposition of temporary export prohibitions or restrictions to prevent or relieve critical shortages of foodstuffs or other essential products.2.The use of import and export restriction related to the application of standards or regulations for classifying, grading, or marking commodities3.The use of quantitative restrictions on imports of agricultural and fisheries products to stabilize national agricultural markets.4.The use of quantitative restrictions to safeguard a state's balance of payments5.The use of quantitative restrictions by a developing state to further its economic development.Page 266Escape ClauseArticle XIX of GA TT 1994 – entitled “Emergency Action on Imports of Particular Products” is an escape clause or safety valve that allows a member state to avoid, temporarily, its GA TT obligations when there is a surge in the number of imports coming from other member states. The injured state can impose emergency restrictive trade measures – known as safeguards – if it can demonstrate that there is an actual or seriously threatened injury to one of its domestic industries. ExceptionsThe general exceptions免责条款exclude 排除a member state from complying with its GA TT obligation义务so long as this is not done as “a means of arbitrary任意的or unjustifiable discrimination” or as a “disguised假装的restriction on international trade”. They allow a state totake measures contrary to GA TT that1.are necessary to protect public morals2.are necessary to protect human, animal or plant life or health3.relate to the importation or exportation of gold or silver4.are necessary to secure compliance with laws or regulations that are not inconsistent with GA TT5.relate to the products of prison labor6.protect national treasures of artistic, historic or archaeological value7.relate to the conservation of exhaustible natural resource8.are undertaken in accordance with an intergovernmental commodity agreement 9.involve restrictions on exports of domestic materials needed by a domestic processing industry during periods when the domestic price of those materials is held below world prices as a part of agovernmental stabilization plan or are essential to acquiring products in short supplypage 267Case 7-3 United States – Import Prohibition of Certain Shrimp and Shrimp ProductsPlaintiff: WTO panelWhy: U.S. Rules prohibiting shrimp imports harvested with commercial fishing technology which may adversely affect sea turtles.Defendant: U.S. Government Proceedings: The United States issued regulations in 1987 pursuant to the Endangered Species Act of 1973 requiring all United States shrimp trawl vessels to use a pproved Turtle Excluder Devices (“TEDs”) or tow-time restrictions in specified areas where there was a significant mortality of sea turtles in shrimp harvesting. Theseregulations, which became fully effective in 1990, were modified so as to require the use of approve TEDS at all times and in all areas where there is a likelihood that shrimp trawling will interacted with sea turtles, with certain limited exceptions.Court Decision: The panel first concluded that the sea turtles involved here did constitut e “exhaustible national resources” under Article XX(g) of theGA TT, and thus the exception might apply. However, the WTO panel held that the U.X. Rules were discriminatory under the chapeau (heading) of Article XX of the treaty in that they were applied in a rigid manner, without regard to any measures taken to protect turtles by other nations. In addition, the panel found that the U.S. Procedure for determining whether other nations met the U.S. Standards constituted arbitrary discrimination, in that the decisionwas made without any opportunity for the other nations to present evidence, or to have a hearing or consultation, and no review or appeal was allowed.Points of Law: The Article II (g) exception to the rule出轨边缘that WTO members must treat imported good the same way as domestic goods and not subject them to additional requirements. Second, were sea turtles indeed an Article II(g) exception 0 and “exhaustible 可耗尽natural resource” Finally, Article XI of GATT 1994, the obligations义务of the U.S. To determine whether other nations met the U.S. Standards,, and if not to provide a hearing consultation and ultimately appeal听证会协商，并最终上诉。
国际商法international business law
Introduction to International Business Law
2015-3-11 国际商法英语 1
International business law
---norms and customary practices regulating international business transactions and all kinds of relationships between business organizations across national boundaries--- the legal relationships of international business
8/20Biblioteka Public International Law
国际法又称国际公法 适用主权国家之间以及其他具有国际人格的实 体之间的法律规则的总体。国际法从根本上 说，是受国际经济关系制约的。在这个意义 上，国际法是上层建筑superstructure（指 建立在一定经济基础之上的社会意识形态以 及相应的政治法律制度、组织和设施的总和 ）国际经济是基础。国际法的产生和发展是 和国家之间的经济关系分不开的。在现代， 由于国家之间的经济往来越来越频繁，经济 关系越来越复杂，国际经济对国际法的影响 也越来越明显。
UCP 500: the Uniform Customs and Practice for Documentary Credits《跟单信用证统一规则》
2015-3-11 国际商法英语 15
International Business Cases
---cases made by international court, and business awards(判决) by some international business arbitration authorities; ---leading cases made by some municipal国内的courts when dealing with foreign-related disputes.
国际商法 全套课件(英文)607页PPT
• On the one hand, after the Second World War the rapid development of the world economy made the contact of each country more frequently. This made it necessary that a set of uniform international law regulating the relationship of international economy and trade should be made.
international commercial law, refers to the body of legal rules and norms that regulates international trade and international business organizations. • 2. The meaning of “International” • A commercial transaction is international if: • (1) the parties have their places of business in different States or Countries;
• 9.rule of law: 法治。
• 10. legal doctrines: 法律理论。
• 11.legal validity: 法律效力。
I. Definition of International Business Law
《国际商法(双语版)》读书笔记模板
Chapter 4 Overview of International Sale of Goods
Chapter 6 Legal Issues on
International Sales Contracts
Chapter 7 Internationa
l Transportati
on of Goods
国际商法（双语版）
读书笔记模板
01 思维导图
03 读书笔记 05 精彩摘录
目录
02 内容摘要 04 目录分析 06 作者介绍
思维导图
本书关键字分析商法
制度
国际
国际
内容摘要
内容摘要
本书涵盖四部分内容：国际商务法律环境、国际货物买卖法、国际知识产权保护法律制度和国际商事争议解 决。为培养学生直接用英语思考、分析和解决法律问题的能力，本书未采用一般双语教材中英文对照的方式写作， 而是每章的导言和小结用中文写作，正文及课后练习用英文写作，对于正文中重要的法律概念、规则和制度则采 用脚注的方式，以中文给出较为精炼的介绍。
and Legal Systems
Chapter 1 International Business and the Risks
国际商法unit 7
•
•
Contract law合同法
• • • •
• •
Origin: Latin :pacta sunt servanda Literally: ―pacts must be kept‖ Translation: ―Agreements to be kept‖
Common law: such jurisdictions usually retain a high degree of freedom of contract, with parties largely at liberty to set their own terms. Civil law: typically applies certain overarching principles(总体原则) to disputes arising out of contract, as in the French Civil Code.
Case: serious intention
• Facts: Frank became angry because his brand-new €25,000 car broke down on the highway, leaving him stranded. Without thinking, Frank said out loudly: ― I‘d sell this car to the first person who offered me €1.00 for it.‖ Issue: Is this an offer made by Frank? Can a bystander obtain the car by giving Frank €1.00?
• • •
国际商法英文版 ppt课件
Case Study:
1. Commission of the European Communities v. Federal Republic of Germany 欧共体委员会诉联邦德国案
2. China’s refusal to accept the doctrine of restrictive sovereign immunity 中国拒绝接受国家主权有限豁免原则案
© 2009 Pearson Education Inc. publishing as Prentice Hall PP1T-课2 件
International Law
Historically, dealt with the rules and norms regulating the relationships between states (countries)
International Business Law Textbook
Ray August, Don Mayer, Michael Bixby. “International Business Law
——Text, Cases and Readings” 6th Edition Pearson
© 2009 Pearson Education Inc publishing as Prentice Hall PPT课件
7. L’Oreal v. eBay 欧莱雅诉eBay案 8. The Natural Gas Case天然气案 9. Great China Metal Industries Co. Ltd. V.
Malaysian International Shipping Corp. 中国金 属工业有限公司诉马来西亚国际航运公司案
国际商法
III Sources of international business law 国际商业法的渊源 A. National law 国内法 The most important source. Take China as an example: The Contract Law Trademark Law 商标法 Chinese-Foreign joint Venture (Cooperative) Law, 中外合资企业(合作)法律 The Civil Procedure Law民事诉讼法 Arbitration Law仲裁法律
III Sources of international business law
C .International model law No certain legal validity Influence: 1. model for national and international legislature;国家与国际立法机构模型 2. a means of interpreting and supplementing existing uniform law; 3. rules governing the contract (situations?); 4. a substitute for the domestic law
III Government Controls over Trade
• B. Nontariff Barriers to Trade 非关税壁垒
• 1. definition: all barriers to import and export other than tariffs. Even greater and more insidious barrier than tariff. • 2. significance: to protect national economy, social and political interest. • 3.Types: technical barriers, environment barriers. often disguised in the form of government rules or regulations.
2.2 International Business Law[共7页]
![2.2 International Business Law[共7页]](https://img.taocdn.com/s3/m/cc546ef5192e45361166f54e.png)
Nations and other international bodies. It is true that international courts and tribunals such as the International Court of Justice or dispute body of the WTO do issue judgments against nations. But it is based on the precondition that nations must agree to be a party to these cases, and enforcement mechanism like in the national law does not really exist. The enforcement mechanisms in international law may include diplomacy, the withholding of foreign aids or assistance, trade sanctions and retaliation, or war. In certain cases, where individuals are convicted of having committed international crimes, prison sentences and the death penalty will be used.international law and private international law.rules affecting the relationships between nations. It might cover the rules for resolving territorial disputes, for conducting diplomacy or war and for how human rights are protected and so on.corporations when they go beyond the border of one country. It might include the rules for enforcing the wills of deceased persons who have owned property in more than one country, for settling the disputes arising from international sales and so on.A. Defining International Business Lawthat regulates the cross-border transactions in goods and services between parties. Here “parties” include natural persons, legal persons, and international organizations. Under a few of circumstances, states may also be a party to international transactions in the capacity of commercial not sovereign entity. Besides, states also play a unique role in regulating and supervising the international business between private parties in its capacity of a sovereign.B. History of International Business Lawthe creation of merchants. In the twelfth century, medieval Europe experienced a renaissance包括国际条约法、国际海洋法、外层空间法、国际人权法、战争法和国际人道主义法、国际争端解决等内容。
国际商法中英版.doc
Buyer.This Agreement is written in the English language. In case of any discrepancy between the English version and any translation thereof, the English text shall govern.然而，制造商从事产品的制造和销售；然而，制造商渴望在境内销售的产品；然而，经销商从事境内产品的相关产品的进口和分销；然而，分销商渴望成为境内经销商；然而，AAA的产品，公司优秀的普通合伙利益的唯一拥有者和100%人，公司现有的组织和法国法律下有89艾伯特街托马斯登记办公室，75010巴黎有限责任合伙公司（以下简称EEE），和CCC的EEE 优秀的有限责任合伙公司的利益100%的唯一所有权持有人；及然而，买方从卖方购买欲望，欲望和卖方卖给买方。
本协议以英文写成的。
在英文版及其任何翻译如有差异，以英文文本为准。
Now Therefore, the parties hereto agree as follows: (*"Manufacturer", "Products", "Territory", "Interests","Purchase" and "Distributor" are all to be defined in other parts of the contract.)因此，双方同意如下：（*“制造商”，“产品”，“领土”，“利益”，“购买”和“经销商”都被定义在本合同其他部分。
）1. CERTAIN DEFINITIONS; PURCHASE AND SALE OF INTERESTS.(a) CERTAIN DEFINITIONS. As used in this Agreement (including theSchedules and Exhibits hereto), the following definitions shall apply:某些定义。
国际商法7选修ppt课件
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8
分析
仲裁庭裁决支持买方的请求，理由 是卖方违反了合同项下就合同性能所作 出的承诺，其要求买方增加购买设备是 买方订立合同时不能预见的。
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9
卖方还应保证：
（1）货物适用于同一规格货物通常使用的 目的；符合通常的技术指标。
（2）货物适用于订立合同时曾明示或默示 地通知卖方的任何特定目的。
问：该案哪方对上述损失应该承担责任? 为什么?
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5
分析
该损失由卖方承担。《联合国国际货 物销售合同公约》第85条规定：“如果买 方推迟收取货物，或在支付价款和交付货 物应同时履行时，买方没有支付价款，而 卖方仍拥有这些货物或仍能控制这些货物 的处置权，卖方必须按情况采取合理措施， 以保全货物。他有权保有这些货物，直至 买方把他所付的合理费用偿还给他为止。" 根据该条规定，即使买方未按时提货，卖 方也应该妥善保管货物。
国际货物买卖合同双方义务
卖方义务（合同优先） 1、交付货物 2、交付单据与移交所有权 3、保证货物符合合同要求
A seller is required to (a) deliver the goods, (b) hand over any documents relating to them, and (c) ensure that the goods conform with the contra支付价款 2、收取货物
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案例：我某公司向外国某公司出口一批水果， 货到验收后付款。货物抵达目的港后，经买 方检验后发现，水果总重量减少10%，而且 每个水果的重量也低于合同规定。外商拒绝 付款，并拒绝提货。以致水果全部腐烂，外 国海关向中方收取仓储费、处理水果费共5万 美元。
国际商法英文版第六版教学设计
International Business Law, 6th Edition: TeachingDesignIntroductionInternational business law is a complex field that requires students to have a deep understanding of legal frameworks and principles. As a result, teaching international business law requires careful planning and attention to detl. This teaching design is intended for use in a course on international business law using the 6th edition of the book International Business Law by Ray August and Don Mayer.Course OverviewThis course will provide students with an in-depth understanding of international business law. It will cover a wide range of topics, including international trade, international sales, and international dispute resolution. The goal of the course is to give students a comprehensive understanding of the legal frameworks and principles that govern international business transactions.Course ObjectivesAt the end of the course, students should be able to:•Identify the relevant legal frameworks and principles governing international business transactions•Analyze and apply international business law to real-world scenarios•Develop and implement effective strategies for resolving international business disputes•Understand the role of international business law in the global marketplaceCourse OutlineChapter 1: Introduction to International Business Law•Introduction to international business law•Sources of international law•International organizations and dispute resolution mechanismsChapter 2: The World Trade Organization•The creation and structure of the WTO•Principles of the WTO•WTO dispute settlementChapter 3: International Sales Contracts•Formation of international sales contracts•Terms of international sales contracts•Remedies for breach of international sales contracts Chapter 4: International Transportation of Goods•Types of transportation•Bills of lading and other documents used in international transportation•Liability in international transportationChapter 5: International Payment Methods•Types of payment methods•Letters of credit•Financing international transactionsChapter 6: Intellectual Property Rights•Types of intellectual property•Protection of intellectual property•International enforcement of intellectual property rights Chapter 7: Investor-State Arbitration•Overview of investor-state arbitration•Investment protection and dispute settlement provisions in international treaties•Procedural rules and substantive protections in investor-state disputesTeaching MethodologyThis course will adopt a blended learning approach that combines online and in-person learning. Lectures will be delivered online, and students will be required to complete reading assignments and online discussions. In-class sessions will be used for case studies, group discussions, and activities that allow students to apply the theory learned in online sessions to real-world scenarios.AssessmentThe following assessment methods will be used in this course: - Online quizzes (20%) - Written assignments (30%) - In-class activities and participation (20%) - Final examination (30%)ConclusionThis teaching design is intended to provide instructors with a comprehensive roadmap to teaching international business law using the 6th edition of the book International Business Law by Ray August and Don Mayer. The course is designed to equip students with the knowledge and skills needed to navigate the complex legal frameworks and principles that govern international business transactions and will prepare themfor careers in the global marketplace.。
商法 Chapter 7
ANSWERS TO PROBLEMS1.The Penguin intentionally hits Batman with his umbrella. Batman, stunned by the blow, falls backwards, knocking Robin down.Robin's leg is broken in the fall, and he cries out, “Holy broken bat bones! My leg is broken.” Who, if anyone, is liable to Robin? Why?Answer: Battery. The Penguin is liable to Robin for battery. Section 13 of the Restatement imposes liability if the actor (Penguin) intends to injure a third person (Batman) and causes injury (directly or indirectly) to the person of the other (Robin). Batman is not liable because he did not act with intent. Moreover, as Section 14 states: “To make the actor liable for a battery, the harmful bodily contact must be caused by an act done by the person whose liability is in questi on.” Thus, it is not enough to make one liable that some third person has utilized a part of his body as an instrument by which to carry out the third person’s intention to cause harm to another. In such a case, the third person is the actor.2.CEO was convinced by his employee, M. Ploy, that a coworker, A. Cused, had been stealing money from the company. Atlunch that day in the company cafeteria, CEO discharges Cused from her employment, accuses her of stealing from the company, searches through her purse over her objections, and finally forcibly escorts her to his office to await the arrival of the police, which he has his secretary summon. Cused is indicted for embezzlement but subsequently is acquitted uponestablishing her innocence. What rights, if any, does Cused have against CEO?Answer: Injury or Damage to the Person CEO might be liable for slander if there was no basis for the embezzlement accusation and there was a publication of the defamatory information to someone else in the cafeteria. By ta king the employee’s purse, CEO committed a trespass to personal property, an intentionaldispossession or unauthorized use of another’s property. This constituted an interference with the employee’s right to exclusive use and possession. By searching the purse, the CEO has committed the tort of intrusion.Cused could also demonstrate that CEO’s physical contact constituted a battery, which is the intentional infliction of harmful or offensive bodily contact. Cused did not consent to the touching. An action might also lie for emotional distress since the courts now grant recovery for mental anguish despite a lack of physical injury. Also, there may be false imprisonment if there was not a lawful restraint under local shoplifting law. Finally, given the acquittal, a claim for malicious prosecution could be made if CEO filed the charges without probable cause and for an improper purpose.3.Ralph kisses Edith while she is asleep but does not waken or harm her. Edith sues Ralph for battery. Has a battery beencommitted?Answer: Battery. Yes.Decision for Edith. Section 18 provides: “(1) An actor is subject to liability to another for battery if (a) he acts intending to cause a harmful or offensive contact with the person of the other or third person, or an imminent apprehension of such a contact, and (b) an offensive contact with the person of the other directly or indirectly results.” All of these elements have been satisfied by the facts of this problem. Moreover, Commentd to Section 18 states: “In orde r that the actor may be liable under the statement in this Subsection, it is notnecessary that the other should know of the offensive contact which is inflicted upon him at the time when it is inflicted. The actor’s liability is based upon his intentional invasion of the other’s dignitary interest in theinviolability of his person and the affront to it while it is being perpetrated.”4.Claude, a creditor seeking to collect a debt, calls on Dianne and demands payment in a rude and insolent manner. WhenDianne says that she cannot pay, Claude calls Dianne a deadbeat and says that he will never trust her again. Is Claude liable to Dianne? If so, for what tort?Answer: Intentional Infliction of Emotional Distress. No. Liability for infliction of emotional distress would not arise out of these facts. Liability clearly does not extend to mere insults, indignities, threats, annoyances, petty oppressions, or other trivialities. There is no occasion for the law to intervene in every case where someone’s feelings are hurt. Comment d to Section 46. In this case, although Claude’s behavior was unthinkable, it was not sufficient to support a claim of infliction of emotional distress. Moreover, there is no defamation because there has been no communication to a third party.na, a ten-year-old child, is run over by a car negligently driven by Mitchel. Lana, at the time of the accident, was actingreasonably and without negligence. Clark, a newspaper reporter, photographs Lana while she is lying in the street in great pain. Two years later, Perry, the publisher of a newspaper, prints Clark's picture of Lana in his newspaper as a lead to an article concerning the negligence of children. The caption under the picture reads: “They ask to be killed.” Lana, who has recovered from the accident, brings suit against Clark and Perry. What result?Answer: Invasion of Privacy: False Light. Judgment for Lana against Perry but not against Clark. The facts make out a case against Perry for the tort of invasion of privacy; in particular, placing another in a false light. Section 652E of the Restatement imposes liability for publicity which places another in a false light. It is unlikely that Perry could utilize the First Amendment as a defense because Lana was neither a public official nor a public figure.Even if that defense were available, it is forfeited if Perry acted with “malice,” which appears to be the case here because Perry acted in reckless disregard of the truth. Clark did not commit the tort of intrusion because he photographed an event that occurred in public.6.In 1963 the Saturday Evening Post featured an article entitled “The Story of a College Football Fix,” characterized in thesubtitle as “A Shocking Report of How Wally Butts and Bear Bryant Rigged a Game Last Fall.” Butts was athletic director of the University of Georgia, and Bryant was head coach of the University of Alabama. The article was based on a claim by one George Burnett that he had accidentally overheard a long-distance telephone conversation between Butts and Bryant in the course of which Butts divulged information on plays Georgia would use in the upcoming game against Alabama. The writer assigned to the story by the Post was not a football expert, did not interview either Butts or Bryant, and did not personally see the notes Burnett had made of the telephone conversation. Butts admitted that he had a long-distance telephone conversation with Bryant but denied that any advance information on prospective football plays was given. Has Butts been defamed by the Post?Answer: Defamation. Yes. Decision for Butts. The publication was defamatory because it was a communication that injured Butts’ good name. Although Butts was a public figure, the magazine published the story in reckless disregard of the truth, which constitutes malice and results in a loss of First Amendment protection. CurtisPublishing Co. v. Butts, 388 U. S. 130.7.Joan, a patient confined in a hospital, has a rare disease that is of great interest to the public. Carol, a television reporter,requests Joan to consent to an interview. Joan refuses, but Carol, nonetheless, enters Joan's room over her objection and photographs her. Joan brings a suit against Carol. Is Carol liable? If so, for what tort?Answer: Invasion of Privacy: Intrusion. Judgment for Joan. Carol has committed the tort of intrusion, the invasion of privacy with unreasonable and highly offensive interference with the solitude or seclusion of another.Restatement, Section 652B. Such unreasonable interference would inc lude improper entry into another’sdwelling. This form of invasion of privacy is committed once the intrusion occurs, as publication is not required.The defense of constitutional privilege would not be available.If Carol published the photograph, she would also be liable to Joan for public disclosure of private facts. The law of privacy imposes liability for the offensive publication of private information about another. As with intrusion, this tort only applies to private, not public, information regarding the plaintiff, but unlike intrusion it requires publicity. This tort applies to truthful private information if the matter published would be offensive andobjectionable to a reasonable person of ordinary sensibilities.8.Owner has a place on his land where he piles trash. The pile has been there for three months. John, a neighbor of Owner andwithout Owner's consent or knowledge, throws trash onto the trashpile. Owner learns that John has done this and sues him.What tort, if any, has John committed?Answer: Real Property: Trespass John is liable for trespass. Section 158 provides:“One is subject to liability to another for trespass, irrespective of whether he thereby causes harm to any legally protected interest of the other, if he intentionally(a) enters land in the possession of the other, or causes a thing or a third person to do so, or(b) remains on the land, or(c) fails to remove from the land a thing which he is under a duty to remove.”The actor without himself entering the lan d may invade another’s interest in its exclusive possession by throwing, propelling, or placing a thing either on or beneath the surface of the land or in the air space above it. Comment i.9.Chris leaves her car parked in front of a store. There are no signs that say Chris cannot park there. The store owner, however,needs the car moved to enable a delivery truck to unload. He releases the brake and pushes Chris's car three or four feet, doing no harm to the car. Chris returns and sees that her car has been moved and is very angry. She threatens to sue the store owner for trespass to her personal property. Can she recover?Answer: Personal Property: Trespass. Probably not. Liability for trespass to a chattel is imposed only if–(a) the actor dispossesses the other of the chattel, or (b) the chattel is impaired as to its condition, quality, or value, or (c) the possessor is deprived of the use of the chattel for a substantial time, or (d) bodily harm is caused to thepossessor, or harm is caused to some person or thing in which the possessor has a legally protected interest.Section 218. The deprivation of use, not amounting to a dispossession, necessary to render the actor liable for hisuse or other intermeddling with the chattel of another without the oth er’s consent must be for a time sosubstantial that it is possible to estimate the loss caused thereby. A mere momentary or theoretical deprivation of use is not sufficient unless there is a dispossession. Comment i.10.Carr borrowed John's brand-new Ford Escort for the purpose of going to the store. He told John he would be right back. Carrthen decided, however, to go to the beach while he had the car. Can John recover from Carr the value of the automobile? If so, for what tort?Answer: Conversion. Possibly, for the tort of conversion, an intentional exercise of dominion or control over a chattel which so seriously interferes with the right of another to control that the actor may justly be required to pay the other the full value of the chattel. If the beach is not close by, then there may be a conversion. In any event, a trespass to personal property has been committed. Section 222A.11.Marcia Samms, a respectable married woman, claimed that David Eccles had repeatedly and persistently called her atvarious hours, including late at night, from May to December, soliciting her to have illicit sexual relations with him. She also claimed that on one occasion Eccles came over to her residence to again solicit sex and indecently exposed himself to her.Mrs. Sam ms had never encouraged Eccles but had continuously repulsed his “insulting, indecent, and obscene” proposals.She brought suit against Eccles, claiming she suffered great anxiety and fear for her personal safety and severe emotional distress, demanding actual and punitive damages. Can she recover? If so, for what tort?Answer: Infliction of Emotional Distress. Decision for Samms. The recent judicial trend recognizes a cause of action for severe emotional distress even if not accompanied by bodily impact or physical injury, where defendant engaged in intentional conduct aimed at the plaintiff (1) with the purpose of inflicting emotional distress, or (2) where any reasonable person should have known that emotional distress would result. Also, the conduct must be outrageous and intolerable according to general community standards of decency and morality. Eccles’ conduct constitutes more than a mere solicitation, considering that it persisted for eight months and also involved indecent exposure. The aggravating circumstances are sufficient to give Samms a cause of action based solely on heremotional distress. Samms v. Eccles, 358 P.2d 344 (1931).12.National Bond and Investment Company sent two of its employees to repossess Whithorn's car after he failed to complete thepayments. The two repossessors located Whithorn while he was driving his car. They followed him and hailed him down in order to make the repossession. Whithorn refused to abandon his car and demanded evidence of their authority. The two repossessors became impatient and called a wrecker. They ordered the driver of the wrecker to hook Whithorn's car and move it down the street while Whithorn was still inside the vehicle. Whithorn started the car and tried to escape, but the wrecker lifted the car off the road and progressed seventy-five to one hundred feet until Whithorn managed to stall the wrecker. Has National Bond committed the tort of false imprisonment?Answer: False imprisonment. Decision for Whithorn. The result of Whithorn’s departure w ould have been an automatic parting with his automobile, which he did not desire to part with and which he did not have to part with, and which the two repossessors had no right to take over his protests. He had a legal right to be in his car at the time the repossessors hooked up the car and forcibly dragged Whithorn down the street. This was a restraint imposed upon him and a detention of his person, such as to constitute a false imprisonment. National Bond & Investment Co. v. Whithorn, 123 S.W.2d 263 (1939).13.In March 1975 William Proxmire, a United States senator from Wisconsin, initiated the “Golden Fleece of the Month Award”to publicize what he believed to be wasteful government spending. The second of these awards was given to the Federal agencies that had for seven years funded Dr. Hutchinson's research on stress levels in animals. The award was made in a speech Proxmire gave in the Senate; the text was also incorporated into an advance press release that was sent to 275members of the national news media. Proxmire also referred to the research again in two subsequent newsletters letters sent to 100,000 constituents and during a television interview. Hutchinson then brought this action alleging defamation resulting in personal and economic injury. Assuming that Hutchinson proved that the statements were false and defamatory, would he prevail?Answer: Defamation/Constitutional Privilege. Decision for Dr. Hutchinson. Proxmire’s speech on the Senate floor was immune from liability, but the advance news release, the newsletters and the comments made by Senator Proxmire during the television news interviews were not privileged under the Speech and Debate clause of the U.S. Constitution. Nor are they protected by the First Amendment as to defamatory comments made. Dr.Hutchinson was not a public figure prior to receiving the Golden Fleece Award since his published writings reached a relatively small audience concerned with research in human behavior. Rather, any notoriety heachieved came as a result of the alleged defamation, and therefore cannot serve as a basis for Proxmire’s defense.Hutchinson v. Proxmire, 443 U.S. 111 (1979).14.Capune was attempting a trip from New York to Florida on an eighteen-foot-long paddleboard. The trip was being covered byvarious media to gain publicity for Capune and certain products he endorsed. By water, Capune approached a pier owned byRobbins, who had posted signs prohibiting surfing and swimming around the pier. Capune was unaware of these notices and attempted to continue his journey by passing under the pier. Robbins ran up yelling and threw two bottles at Capune. Capune was frightened and tried to maneuver his paddleboard to go around the pier. Robbins then threw a third bottle that hit Capune on the head. Capune had to be helped out of the water and taken to the hospital. He suffered a physical wound which required twenty-four sutures and, as a result, had to discontinue his trip. Capune brought suit in tort against Robbins. Is Robbins liable?If so, for which tort or torts?Answer: Battery/Assault. Judgment for Capune. Robbins’ throwing the bottles with the intent to frighten Capune constitutes sufficient intent to make Robbins liable in battery for any injuries that resulted. The harmful physical contact resulted from Capune being hit by the bottle thrown by Robbins. Capune v. Robbins, 273 NC. 581, 160 S.E.2d 881 (1968).15.Ralph Nader, who has been a critic of General Motors for several years, claims that when General Motors learned that Naderwas about to publish a book entitled Unsafe at any Speed, criticizing one of its automobiles, it decided to conduct a campaign of intimidation against him. Specifically, Nader claims that GMC (1) conducted a series of interviews with Nader'sacquaintances, questioning them about his political, social, racial, and religious views; (2) kept him under surveillance in public places for an unreasonable length of time; (3) caused him to be accosted by women for the purpose of entrapping him into illicit relationships; (4) made threatening, harassing, and obnoxious telephone calls to him; (5) tapped his telephone and eavesdropped by means of mechanical and electronic equipment on his private conversations with others; and (6) conducted a “continuing” and harassing investigation of him. Nader brought suit against GMC for invasion of privacy. Which, if any, of the alleged actions would constitute invasion of privacy?Answer: Intrusion. Judgment in part for Nader. The tort of invasion of one’s privacy includes instances of intrusion by physical trespass or otherwise into areas from which an ordinary man would reasonably expect that others should be excluded. The concern is not with one’s broad right to be left alone, but rather with the right to keep one’s private affairs secret from others. Thus, one must show that the questioned conduct was truly “intrusive”and that it was designed to elicit information that would not be available through normal inquiry or observation.In the present case, only two of the activities complained of co uld constitute an invasion of Nader’s privacy: (1) the unauthorized wiretapping and eavesdropping by electronic means, and (2) certain potentially overzealous surveillance of Nader in a public place. In contrast, the other activities may have uncovered information of a personal nature about Nader, but this cannot be regarded as an invasion of his privacy since it was gained from third persons. Presumably since Nader confided in these third persons, he also assumed the risk that they would breach his confidence. Nader v. General Motors Corp., 25 N.Y.2d 560, 255 N.E.2d 765, 307 N.Y.S.2d 647 (1970). 16.Bill Kinsey was charged with murdering his wife while working for the Peace Corps in Tanzania. After waiting six months injail he was acquitted at a trial that attracted wide publicity. Five years later, while a graduate student at Stanford University, Kinsey had a brief affair with Mary Macur. He abruptly ended the affair by telling Macur he would no longer be seeing her because another woman, Sally Allen, was coming from England to live with him. A few months later, Kinsey and Allen moved to Africa and were subsequently married. Soon after Bill ended their affair, Macur began a letter writing campaign designed to expose Bill and his mistreatment of her. Macur sent several letters to both Bill and Sally Kinsey, their former spouses, their parents, their neighbors, their parents' neighbors, members of Bill's dissertation committee, other faculty, and the president of Stanford University. The letters contained statements accusing Bill of murdering his first wife, spending six months in jail for the crime, being a rapist, and other questionable behavior. The Kinseys brought an action for invasion of privacy, seeking damages and a permanent injunction. Will the Kinseys prevail? If so, for what tort?Answer: Invasion of Privacy. Judgment for the Kinseys. The tort of invasion of privacy includes four separate torts, two of which are involved here: (1) the public disclosure of true, embarrassing private facts concerning theplaintiff; and (2) publicity that places the plaintiff in a false light in the public eye. In both of these torts there must be a communication to the general public or a large number of people as opposed to privatecommunications. In this case, Macur sent the letters to approximately twenty people. The recipients were sucha diverse group, however, living in several different states and totally unconnected either socially orprofessionally, that her campaign satisfied this requirement. Macur claims that even if she invaded Kinsey’s privacy, it was privileged because he was a public figure by virtue of his participation in the Peace Corps and his widely publicized murder trial. The definition of a public figure is not clear, but membership in the Peace Corps is not sufficient to make a person a public figure. Moreover, once Kinsey had been acquitted at his trial, he was no longer a public figure and should be allowed “to melt into the shadows of obscurity” once again. Kinsey v.Macur, 107 Cal.App.3d 265, 165 Cal.Rptr. 608 (1980).17.The Brineys (defendants) owned a large farm on which was located an abandoned farmhouse. For a ten-year period the househad been the subject of several trespassings and house breakings. In an attempt to stop the intrusions, Briney boarded up the windows and doors and posted “no trespassing” signs. After one break-in, however, Briney set a spring gun in a bedroom. Itwas placed over the bedroom window so that the gun could not be seen from outside, and no warning of its presence was posted. The gun was set to hit an intruder in the legs. Briney loaded the gun with a live shell, but he claimed that he did not intend to injure anyone.Katko (plaintiff) and a friend, McDonough, had broken into the abandoned farmhouse on an earlier occasion to steal old bottles and fruit jars for their antique collection. They returned for a second time after the spring gun had been set, and Katko was seriously wounded in the leg when the gun discharged as he entered the bedroom. He then brought this action fordamages. Decision?Answer: Defense of Property. The primary issue presented is whether an owner may protect personal property in an unoccupied boarded-up farmhouse against trespassers and thieves by a spring gun capable of inflicting death or serious injury. The value of human life and limb, not only to the individual concerned but also to society,outweighs the interest of a possessor of land in excluding from it those whom he is not willing to admit thereto.So, a possessor of land has no privilege to use force intended or likely to cause death or serious harm against another whom the possessor sees about to enter his premises or meddle with his chattel, unless the intrusion threatens death or serious bodily harm to the occupiers or users of the premises. Spring guns and other man killing devices are not justifiable against a mere trespasser, or even a petty thief. They are privileged only against those upon whom the landowner, if he were present in person would be free to inflict injury of the same kind. 18.Plaintiff, John W. Carson, was the host and star of “The Tonight Show,” a well-known television program broadcast by theNational Broadcasting Company. Carson also appears as an entertainer in nightclubs and theaters around the country. From the time he began hosting “The Tonight Show” in 1962, he had been introduced on the show each night with the phrase “Here's Johnny.” The phrase “Here's Johnny” is still generally associated with Carson by a substantial segment of the television-viewing public. In 1967, to earn additional income, Carson began authorizing use of this phrase by outside business ventures.Defendant, Here's Johnny Portable Toilets, Inc., is a Michigan corporation engaged in the business of renting and selling “Here's Johnny” portable toilets. Defendant's founder was aware at the time he formed the corporation that “Here's Johnny”was the introductory slogan for Carson on “The Tonight Show.” He indicated that he coupled the phrase with a second one, “The World's Foremost Commodian,” to make “a good play on a phrase.” Carson brought suit for invasion of privacy.Should Carson recover? If so, for which tort?Answer: Appropriation. Judgment for Carson. The right of privacy involves four distinct torts, one of which is the appropriation of a person's name or likeness. This tort, also known as the "right of publicity," protects the commercial interests of celebrities in exploiting their identities.In this case there would have been no violation of Carson's right of publicity if the defendant had used Carson's actual name, such as "J. William Carson Portable Toilet" or the "John William Carson Portable Toilet" or the "J.W. Carson Portable Toilet." The reason is that, though literally using the plaintiff's "name," the defendant would not have appropriated Carson's identity as a celebrity. Here there was an appropriation of Carson'sidentity without using his "name," because of the public's association of Carson with the phrase "Here's Johnny."Carson v. Here's Johnny Portable Toilets, Inc.19.Susan Jungclaus Peterson was a twenty-one-year-old student at Moorhead State University who had lived most of her life onher family farm in Minnesota. Though Susan was a dean's list student during her first year, her academic performance declined after she became deeply involved in an international religious cult organization known locally as The Way ofMinnesota, Inc. The cult demanded an enormous psychological and monetary commitment from Susan. Near the end of her junior year, her parents became alarmed by the changes in Susan's physical and mental well-being and concluded that she had been "reduced to a condition of psychological bondage by The Way." They sought help from Kathy Mills, a self-styled "deprogrammer" of minds brainwashed by cults.On May 24, 1976, Norman Jungclaus, Susan's father, picked up Susan at Moorhead State. Instead of returning home, they went to the residence of Veronica Morgel, where Kathy Mills attempted to deprogram Susan. For the first few days of her stay, Susan was unwilling to discuss her involvement. She lay curled in a fetal position in her bedroom, plugging her ears and hysterically screaming and crying while her father pleaded with her to listen. By the third day, however, Susan's demeanor changed completely. She became friendly and vivacious and communicated with her father. Susan also went roller skating and played softball at a nearby park over the following weekend. She spent the next week in Columbus, Ohio, with a former cult member who had shared her experiences of the previous week. While in Columbus, she spoke daily by telephone with her fiancé, a member of The Way, who begged her to return to the cult. Susan expressed the desire to get her fiancé out of the organization, but a meeting between them could not be arranged outside the presence of other members of The Way. Her parents attempted to persuade Susan to sign an agreement releasing them from liability for their actions, but Susan refused.After nearly sixteen days of "deprogramming" Susan left the Morgel residence and returned to her fiancé and The Way. Upon the direction of The Way ministry, she brought this action against her parents for false imprisonment. Will Susan prevail?Explain.。
《英美商法》双语国家级精品课程课件PPT-第07章 Management and administration of a company
Not very serious
2-5
Serious but did not merit the maximum penalty
6-10
Particularly serious
＞10
Appendix: Procedures for disqualification
Administrators, receivers and liquidators all have a statutory duty to
(b) A director is a person who is responsible for the overall direction of the company’s affairs.
(i)How to recognize?
Function test: to take part in making decisions by attending meetings of the board of directors.
2. Practice: Appointment and removal
In company law explain: (a) How a director of a company
maybe appointed? (3 marks) (b) How a director may be removed
authority
Express authority
(by CA, memorandum,
articles,
the decision of
the board of directors
Implied authority
(be concluded from the
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International Carriage of Goods
Main contents
Carriage of Goods by Sea Bills of Lading Charterparties Carriage of Goods by Air The Warsaw Convention 1929 The Montreal Convention 1999 Carriage of Goods by Road and Rail
Types of Bills of Lading
Order and straight bills of lading Clean and unclean (foul or dirty) bills of
lading Onboard bills of lading and received-for-
shipment bills of lading Multimodal bills of lading Electronic bills of lading Back-dated B/L and Advanced B/L
International conventions governing bills of lading
In case of misdelivery, the holder of an original bill of lading may bring an action to reclaim the goods from the receiver of the goods.
The holder of an original bill of lading may also bring an action against the carrier for misdelivery of goods, because the carrier violated the terms of the contract of carriage.
I. Carriage of Goods by Sea
Warm-up Questions
Modes of transportation A typical process of international carriage
of goods by sea Two types contract of carriage : Bill of
the Hague Rules 1924
International Convention for the Unification of Certain Rules of Law relating to Bills of Lading an international effort to achieve uniformity of B/Ls intended to reduce the uncertainties concerning the responsibilities and liabilities of ocean carriers define the liability of ocean carriers for damage or loss to goods on the seas. universally accepted.
evidence of a contract of carriage between the shipper and the carrier.
the document of title to the goods described in it.
Carrier’s Misdelivery
The carrier may deliver the good only to the holder of an original bill of lading. Failure to do so constitutes carrier’s misdelivery.
lading Carrier’s duties and immunities under bills of
lading Other questions
Three Functions of for the goods from the carrier.
the Visby Amendments 1968
the Hague-Visby Rules amendments to the original 1924 Hague Rules effective in the UK, Canada, most Western European countries, Japan, HK, Singapore, etc. raise the per package limitation of carriers to an amount based on special drawing rights of the IMF, or approximately $1000. make the carrier liable for all losses resulting from his recklessness in the operation and navigation of the ship.
lading and charterparty
1. Bills of lading
1. Fundamentals of bills of lading Definition Three functions Types of bills of lading International conventions governing bills of
Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea) ---adopted 2008, to be opened for signature on 23 September 2009 in Rotterdam, the Netherlands.
International Conventions the Hague Rules 1924 the Hague-Visby Rules 1968 (Visby
Amendments) the Hamburg Rules 1978 The Rotterdam Rules (The United Nations