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Lloyd's Maritime and Commercial Law Quarterly

BOOK REVIEW - INTERNATIONAL COMMERCIAL AGREEMENTS

INTERNATIONAL COMMERCIAL AGREEMENTS by William F. Fox, Jr., Professor of Law, Columbus School of Law, Catholic University of America, Washington D.C. Kluwer, London (1988, xiii and 280 pp., plus 109 pp. Appendices and 5 pp. Index). Paperback £45.
This book is subtitled “A Functional Primer on Drafting, Negotiating and Resolving disputes”. It is essentially introductory. As the author states in his Preface, one of the book’s aims is that of addressing the needs of the increasing number of persons who are not lawyers but who deal with some of the legal aspects of international business transactions … and who can profit from straightforward explanations of the law. He also expresses the hope that it will be helpful to less experienced lawyers. Both aims stand to be achieved. It is indeed “a guide and an introduction to a highly important area”.
It is essentially a practitioners’ book and stands as a useful complement to R. Baldi’s Distributorship, Franchising and Agency (1987). In broad terms, it provides the international commercial lawyer with insight into the constraints and pitfalls inherent in doing business abroad, while exposing the direction of international efforts to facilitate this activity. The text is interspersed with good advice based on the American experience, offered often by leading American lawyers (e.g., p. 65) while the author is far from averse to citing liberally from academic writing and presenting current academic thinking. The Bibliography is comprehensive and apposite and the footnote references appended to each chapter are equally apposite.
All potential problem areas are identified in general terms and the reader is pointed in the direction of possible solutions. From here the practitioner will be able to pursue detailed inquiries relating to the setting up of a joint venture, etc., by having recourse to comprehensive multi-volume treatises and other means.
Part One deals with “Forming International Commercial Agreements”. Chapter 2 traces in outline some of the salient features of the major world legal systems which are of relevance. Chapter 3 then briefly sets out some basic principles of contract law (largely American) and goes on to outline the salient features of the many types of international commercial agreement (sales, agency, distributorship, licensing, technology transfer, franchising, joint ventures). The reviewer found this chapter disappointingly brief and would have liked to see some mention of the European Economic Interest Grouping at least. Chapter 4 articulates the thought processes which should inform the drafting of effective Agreements and it is at this point in particular that the inexperienced practitioner will begin to take notes. The pitfalls are clearly identified and most major points are illustrated by apposite example. Chapter 5, on the negotiation of international commercial agreements, is a welcome inclusion.
Part Two deals with Dispute Resolution, with predictable emphasis on litigation and arbitration—national and international (Chaps. 7–9). Chapter 6 refers briefly to the less drastic forms of dispute resolution (e.g., contract “adaptation”, renegotiation, mediation/conciliation)—perhaps too briefly in view of the author’s own admission (at p. 68) that “garden variety dispute resolution clauses often incorporate the more rigid techniques of dispute resolution such as arbitration and litigation before obligating the parties to try to work things out between themselves in a milder, cheaper, less threatening arena such as negotiation or mediation”.
Chapter 10 is devoted to international commercial arbitration and spans the International Centre for the Settlement of Investment Disputes, the EEC, the Iran-U.S. Claims Tribunal, Latin America, the Middle East and Africa, the Pacific Rim, the People’s Republic of China, and the Soviet Union and Soviet Bloc countries. A short Chapter 11 is devoted to an overview of future trends in international commercial agreements. While reference is made to

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