There's an old saying that anyone who acts as his or her own lawyer has a fool for a client. However, there are situations where individual legal counsel may not be required, like repeat transactions with trading partners on which good up-to-date information is available. Even these situations require some background, which is where this article comes in. A Short Course in International Contracts (ISBN 1-885073-55-0) by Karla C. Shippey, J. D., is a good a primer on international sales contracts. Although an attorney herself, Ms. Shippey made every effort to avoid 'legalese.' To her credit, she succeeded. The result is a user-friendly book, which at the very least will acquaint the prudent reader with the ingredients of a successfully drafted agreement.
After introducing the body of law that covers many international sales contracts, the United Nations Convention on Contracts for the International Sale of Goods (CISG), the book proceeds to contract drafting with the 'basic four' minimum contract requirements: price, product (quantity, type, quality), time of delivery and payment conditions. Checklists and forms abound, and the author provides a nice touch by separately narrating the concerns of the seller, the seller's attorney, the buyer and the buyer's attorney. The viewpoint of a principal and his/her attorney are often not identical.Two things really sold me on this book. First, Shippey is aware of how sales and purchases are made in the real world. She covers cultural differences early and often; in fact suggesting that the trading partners can amuse themselves by sharing the 'do's and don'ts' advice each has received about the other's culture. I can't wait to try this out.
Second, the issue of title transfer is covered apart from Incoterms, thereby steering the reader away from a very common error.
A Short Course in International Contracts is available from World Trade Press, (415) 454-9934, or on the Web at www.worldtradepress.com. One note: As it was written in 1999, the book does not cover the Incoterms 2000 revision. A visit to the International Chamber of Commerce's new dedicated Web site, at www.incoterms.org,can remedy this situation.
Since Incoterms do not convey title, what does? The several possibilities for each of nineteen major trading countries are covered in the International Chamber of Commerce book, Transfer of Ownership in International Trade (ISBN 92-842-1197-2).
Written by experts in understandable business English, this book is useful both for those who negotiate sales contracts and for credit people who arrange financing.
While on the topic of international contract law, the ICC has added franchising and occasional intermediary situations to its model international contract series. Sales, distributorship and commercial agency complete the lineup. All ICC model contracts come printed on detachable pages, with boxes that clearly indicate the various options. The text is also provided on floppy disk for easy manipulation and repeated use.
All ICC publications are available in the United States from ICC Publishing Inc., (212) 206-1150, or at www.iccbooks.com. The
ICC's home Web site is www.iccwbo.org.
I'll end this article where I started, by warning against 'do it yourself law.' None of these tools is designed to replace competent counsel. Rather, they are useful only in predictably safe situations with trading partners of unquestioned capacity and integrity. Commercial wisdom dictates that you know when you need a lawyer, and use one when you do.