Cabinet d'avocats

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This 42 hour course is dispensed at the Institut Supérieur de Commerce in Paris to students in the MBA program in International Business Management. The course is intended to familiarize participants with the rules of international business law in particular as they relate to issues of current interest.

More particularly, it is comprised of two modules. The first introduces the students to the basic rules of public international law and to international economic regulation; the second to the basic rules of private international law and those governing international trade, and the settlement of private international commercial disputes.

Frequent recourse is made to economic analysis to explain legal rules.


In addition to the book of readings which will be distributed to participants, ample use should be made of the materials on the Professor's Webliography on International and Comparative Business Law, in particular the sections on Public and private international law and on International trade

For a genreal introduction to the subject matter, students are also referred to the aricles of Daniel Laprès on comparative law, on the relations between law, morals and ethics, on international law and on e-commerce law.

For additional readings, students are referred to Richard Schaffer, Beverly Earle, and Filiberto Agusti, International Business Law and its Environment, South-Western, New York, 2005 in particular chapters 4, 5, 6, 7, 9, 10, 11, 12, 16 and 17.


Each assignment below should be prepared before the class, including those for the first class. They will be collected before the cases are discussed. Reports should contain about 500 words and should identify the relevant facts, the decisive issues and an analysis of the outcome.



Subjects of public international law
Sources of public international law

Web Reading:
Principles of Public International Law
Globalex, Introduction to Public International Law
How does the law work in Antarctica
Principles of Compensation of Nationalized Property, The International and Comparative Law Quarterly, London, January 1977.

LICRA vs Yahoo, the nazi memorabilia case

Barcelona Traction Light and Power, International Court of Justice, 1970
Judgment of the ICJ, in particular paragrphas 85 and following.
Compare the problem of piercing the corporate veil in Barcelona Traction with the treatments of the question in Bank of Credit and Commerce International Ltd Overseas, Metaleurope, and Dania Jai-Alai Palace v Sykes

Can the People's Republic of China be held liable in public international law for the COVID-19 pandemic? See The Framework in public international law for determining the responsibility for the PRC in connection with the COVID-19 pandemic


Introduction to the principal international governmental organizations (IGOs) affecting international trade
Constitution of IGOs

Functioning of IGOs
Immunities of IGOs

Web reading:
A Legal Status for NGOs in Contemporary International Law? Emanuele Rebasti and Luisa Vierucci

Select an IGO that regulates international business and identify its objects and describe its decision-making process.

Is the European Union an IGO or a state?

Write a case report on the case involving Dominique Strauss Kahn - Sofitel, New York - International Monetary Fund - Immunities

See Vienna Convention on Diplomatic Relations, in particuler articles 26-39, and Convention on the Privileges and Immunities of the Specialized Agencies, in particular articles 19-21.

John is an American citizen living in Paris who works as an international civil servant for the United Nations Educational, Scientific and Cultural Organization (UNESCO). His duties are to manage a department of UNESCO entitled "Food and Culture".
Recently, he was invited onto a French television program devoted to a discussion of the recognition by UNESCO of the "gastronomic meal in France" that was inscribed in 2010 as an item of "Intangible Cultural Heritage of Humanity".
During the discussion, John was asked if he had ever dined at any of Frances so-called three-star restaurants (those most prestigious restaurants nominated by the Guide Michelin).
John mentioned by name one restaurant in particular, saying that he had recently dined here with some members of his family and friends to celebrate his wife's birthday.
Intending to answer with a joke, John said: ?I think that the cockroaches I found in my soup were over-pricedÓ.
Of course, there were no cockroaches in his soup, but the owner of the restaurant was not amused and brought a legal action before the French court (Tribunal de Grande Instance) in Paris charging that John had slandered his restaurant.
John is telling his friends that he is not at all worried because he says he enjoys immunities from prosecution before the Court because he is an international civil servant.
Based on your knowledge about how such immunities work, advise John whether he indeed has no need to worry.


Introduction to the principal international governmental organizations (IGOs) affecting international trade
WTO internal decision-making
WTO principal rules (trade concessions, quantitative restrictions, dumping, subsidies, exceptions)
WTO and regional groupings
WTO and developing countries
WTO dispute settlement

Web Reading:
Introduction to the World Trade Organization

Japan v European Union - the Screwdriver case
Mexico v United States - the dolphin case
La République Populaire de Chine est-elle coupable de dumping social?

Problem on dumping
A Japanese camera manufacturer produces and sells only one model of camera. It sells to Japanese retailers at a price in Yen that is equivalent to 100 Euros. At the same time, it sells to its European Union importer at 80 Euros. The cameras shipped inside and outside Japan are physically identical. Identify what differences there might be in the terms of sale to its retailers in Japan on the one hand and to its European importer on the other hand, such that the manufacturer's price of sale to its European importer would not amount to a dumping price.


Regulation of international finance
International corruption
Money laundering

Web readings:
The OECD Anti corruption Convention
The OECD Anti Money Laundering Standards
JP Morgan agrees to pay $ 264 M of hiring princelings
BNP Paribas to pay $8.9 billion to U.S. for sanctions violations
The hidden key to the SNC-Lavalin scandal
Le risque pénal dans les relations d'affaires avec la République Populaire de Chine

Assignment on corruption

A French company is negotiating a contract for the supply of goods to the Chinese Government. At a dinner after a day of discussion in Beijing, the chief negotiator for the Chinese side, a Deputy-Minister in the Government, makes it known to the negotiator for the French company, its Chief Executive Offier, that one of his children who is a graduate in business of a leading Chinese university would like to work in France. The CEO of the French company immediately tells the Deputy-Minister that his company would be pleased to employ his son. Indeed within 10 days, the son sends his CV to the CEO of the French company who makes him a formal offer of employment which is accepted by the young man. One month later, the son of the Deputy-Minister begins working for the French company in Paris. His post and his annual salary are equivalent to what a graduate from ISC would get as a first job. A week after the young many begins his work in France, the French company submits its bid to the Chinese Government for the contract. Two months later, the French company is awarded the contract by the Chinese Government. A competitor of the French company, which also made a bid, but lost, learns of the employment of the Deputy-Minister's son by its French competitor that won the contract and it denounces its competitor that won the bid to the Procureur claiming that there was corruption in violation of French laws.

Do you think that French law has been violated? What additional information might be useful in making a determination?

Assignment on money laundering

Un avocat parisien reçoit un de ses meilleurs clients dans son cabinet et apprend que le client veut engager ses services pour monter une société à Hong Kong.

Le client dit à l'avocat qu'il amassé une somme d'environ 100.000 Euros en espèces provenant de ventes en liquide non déclarées à partir des diverses boutiques dans son réseau de magasins de détail.

Le client propose de porter la somme en plusieurs fois jusqu'à Hong Kong dans ses valises et de déposer l'argent dans un compte qu'il contrôlera à travers un prête-nom.

Ce prête-nom ensuite fera des avances de trésorerie à la société française.

Le client demande à l'avocat de lui dire quel est le montant maximum qu'il peut sortir du territoire sans avoir à le déclarer aux douanes. Aussi, il demande à l'avocat parisien de le mettre en relation avec un confrère de Hong Kong qui saura assurer la mise en oeuvre du projet sur place.

Si vous étiez l'avocat parisien, que feriez-vous?


Subjects of private international law
Sources of private international law
Choice of law
Enforcement of foreign judgments

Web sources:
United Nations Convention with respect to the International Sale of Goods (Vienna Convention)
Hague Institute for Private International Law

Case studies:
LICRA vs Yahoo, the nazi memorabilia case
International Shoe - Judas Priest

Assignment: Assessing territorial scope of application
Refer to the European Union Regulation on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (article 3) and to the Personal Information Protection Law of the People's Republic of China (article 3).
Compare the scopes of application of these two texts.

Assignment: Applicable law in matters of contract
An American tourist comes to France for a holiday. He goes into a boutique on Boulevard Saint-Germain and buys a couch. He pays cash. He gets a receipt on the letterhead of the boutique which identifies the couch, indicates the price, that it has been paid, and that the price includes the cost of freight, insurance and duties to the New York apartment of the buyer.

72 hours later, after his return to New York, the customer measures his living room and decides that the couch is too big. So he immediately sends a fax to the Paris boutique, which the boutique receives, stating that he cancels the order.

In the meantime, the boutique has already had the couch loaded onto a ship toward New York.

Suppose that under French law, any consumer has the right to cancel any contract with a merchant within 7 days of the conclusion of the contract. Suppose that under New York law, any consumer has the right to cancel any contract with a merchant within 48 hours of the conclusion of the contract.

Assuming that either a New York or a Paris court would accept jurisdiction to hear the case, what are the US customer's chances of getting his money back?


International contracts (I):
- offer and acceptance
- battle of the forms
- electronic contracts

Web sources:
Guide to International Trade Law Sources on the Internet
European Union Electronic Commerce Directive
International Institute for the Unification of Private Law (UNIDROIT) articles 3 and 4.

Lucy v Zehmer

Assignment - The battle of the forms in international sales
A French exporter of textile weaving machinery receives a letter from an American company containing a document on the letterhead of the US firm and which is entitled "Order". The US firm orders a weaving machine from the French exporter and indicates the seller's stock keeping unit reference and a price of € 500,000 DDP as per the catalogue, delivery whenever possible. The American buyer's form states on its front that "All other terms and conditions of this order appear on the back hereof". On the reverse side, there are such terms which include the following provision: "This contract shall be governed by the law of the State of New York."

The French exporter decides to accept the order and mails back to his US customer, who receives, his standard form of "Conditions de vente" (terms of sale). On its face, the French exporter reproduces the stock keeping unit, the price of € 500,000 and states that delivery will be carried out within 30 days. This form also makes reference on its face to the "Autres conditions de vente" (other terms of sale) on the reverse side. Indeed on the reverse side of the "Conditions de vente", there is a provision which states that "Ce contrat sera régi par la loi française" (This contract shall be governed by the law of France).

After exchange of these documents, the French exporter makes the machine for delivery. But, in the meantime, the US buyer has run into a major problem: his own customer, for whose production it has ordered the French machine, has gone bankrupt and the US firm no longer needs (or wants) the French exporter's machine.

Can the US buyer get out of the deal? On what basis? Please refer to the relevant articles of the UN Convention on the International Sale of Goods (Vienna Convention).

Suppose now that the French exporter's shipment reaches the buyer's warehouse where it is received and, after inspection, the buyer claims deficiencies in the machine and writes the seller to take it back without charge. Would the result be the same?

Suppose now that the transaction is conducted by e-mail and that the respective standard forms are sent as PDF file attachments which neither party ever actually opens though they reach their respective designated (in advance) e-mail boxes. Applying the EU Directive's relevant provisions, what would the result be?


International contracts (II)
- representations, errors and fraud in international contracts
- transfer of ownership - reservations of property
- warranties - implied and contractual
- transfer of risks - INCOTERMS etc.
- international transportation
- international insurance

Web sources:
Guide to International Trade Law Sources on the Internet
European Union Electronic Commerce Directive
International Institute for the Unification of Private Law (UNIDROIT) articles 3.4, 3.5 and 3.6

Assignment: Ownership
On April 10, 2001, an art dealer from New York City places an order with a French dealer for an original Picasso painting. The price is F 5 million FOB Paris Roissy Charles de Gaulle. The price is paid at the time of signing the order. According to the contract, the painting is to be loaded on board no later than May 15.

On May 1, 2001, a well known Museum in New York City, not knowing that the painting has already been sold, offers the French dealer F 6 million. The French dealer decides to sell the painting to the Museum; they sign a bill of sale and the second buyer walks away with the painting.

Considering himself to be quite honest, the French dealer then writes to the New York dealer apologizing for the change of plans, returning his payment and offering him a special effort on his next purchase as compensation for his disappointment. In closing he consoles the New York dealer by telling that in any case he will have easy access to the painting which will be on exhibit at the  Museum right around the corner from his Gallery!

The New York dealer decides to sue to get the painting. What are his chances of success?


transfer of risks - INCOTERMS etc.
international transportation
international insurance
warranties - implied and contractual
excuses for non-performance

Web sources:
Pace University Center for International Commercial Law in USA

United Airlines - Bates - Falcone

Assignment :
In pre-Khadafi times, a French engineering and construction company accepts a contract to build a highway across the desert in Libya. The contract is with a Libyan company owned by a group of private Libyan investors.

Shortly after work is started on the highway, Khadafi takes power. The new government promptly triples the import duties on all imported asphalt.

Secondly the new government enacts a law requiring that all transportation within Libya of certain products (including specifically asphalt) must be carried out by Libyan nationals. Consequently, the French company must now contract the transportation of its asphalt through Libyan companies whereas it had intended to organize internally this strategic activity. The result of the law in practice is that the fuel supplies are sporadic, unpredictable and insufficient. Consequently, the contractor's equipment progressively rots in the Libyan desert.

Still the French company considers itself force to continue building the highway, otherwise how would it ever get paid anything. And the Libyan companies and officials with which it has contact all say that eventually the Libyan Government will make an effort to reward total completion of the highway.

Finally the highway is completed but late.

The Libyan invokes the delay to refuse to make the last payment of 33% of the price of the project.

The contract expressly provides that:

"A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences."

The French contractor asks what are its chances of success in the upcoming arbitration.

A French importer and a Japanes exporter have concluded a contract for the importing of rice into France. The contract was concluded on June 1. The contact price is US $ 100 per ton. The delivery was to be made CIF (cost, insurance and freight) Le Havre. The goods were to be loaded onto a vessel at Yokohama on June 30. Payment was to be made by presentation by the exporter of the invoice and shipping documents at the counters of the bank of the importer in France.

Had the goods been loaded on time, the documents would have reached the French bank on July 30, and the goods would have reached Le Havre on August 30.

In the end, the Japanese seller does not deliver the goods and does not inform the buyer that no delivery has been made.

Considering that the exporter has breached the contract, the importer wants to know what might the damages that it would collect in court.

Assume that

On June 30, the price of a ton of rice at Yokahma is $ 100 per ton, but at Le Havre at that date it is $ 110 per ton;

On July 30, the price at Yokohama is $120 per ton, and at Le Havre $ 130 per ton;

On August 30, the price at Yokohama is $ 140 per ton, and at Le Havre $ 150 per ton.

Please refer to the provisions of the Vienna Convention to prepare your answer.


Write a report on the 9/11 insurance case

World Trade Center insurance dispute settled for $2 bn

A group of seven major insurance companies has agreed to a $2 billion payment to settle a long-running dispute over insurance claims for New York's destroyed World Trade Center, clearing the way for the redevelopment of the iconic site, reports said Thursday.

The seven-strong group consisted of Allianz Global Risk, the Travelers Companies, Zurich American, Swiss Re, Employers' Insurance, Industrial Risk Insurers and Royal Indemnity, The New York Times reported.

The deal concludes a five-year legal battle between Larry Silverstein, who leased the WTC site just six weeks prior to the Twin Towers' destruction in the Sep 11, 2001 terrorist attacks, and insurers.

The settlement brings to $4.5 billion the amount awarded to Silverstein in insurance settlements, and provides a green light for the $9 billion redevelopment of the site to proceed.

All parties to the deal signed a confidentiality clause barring them from revealing how much each insurer had paid out.

The settlement was the largest in industry history, said Andreas Shell, claims crisis coordinator for Allianz, adding that his company was "extremely happy with the result".

The proceeds of the settlement will be split between the Port Authority of New York, which owns the site, and Silverstein Properties, which is spearheading its rebuilding.

Officials said the deal would enable them to obtain private financing for the project, which involves the $3 billion "Freedom Tower" as well as retail and other office towers, the newspaper reported.

"The unsettled insurance claims were the last major barrier to rebuilding and have been bitterly and intensely contested for almost six years," said New York Governor Eliot Spitzer, who in recent weeks had taken part in talks aimed at ending the dispute.

"This means we can now fund construction, access the financial markets and move on to what should be our primary focus: rebuilding," Spitzer told The New York Times.

As part of the deal, the Port Authority and Silverstein had to relinquish their claim that the companies owed more than $500 million in interest resulting from delays in making the payments. The insurers, in turn, abandoned their claim that they did not owe the money until the project was completed, in 2012.

At the time of the 9/11 terrorists attacks some two dozen insurers were engaged in an uncompleted deal with Silverstein to provide $3.5 billion in coverage for the WTC.

Conflict ensued amid disputes over which policy was in force at the time of the attack, and over claims by Silverstein that he was entitled to a twin payout as two jetliners had been involved in the attacks.

In 2004 following lengthy proceedings a court ruled that the developer was owed a maximum $4.6 billion, less than the $7 billion he had sought.


International trade finance
Letters of credit
Bills of exchange

Web reading:
Uniform Customs and Practice for Documentary Credits - (UCP 500)

A French importer has its French bank open a letter of credit (L/C) in favour of its Chinese supplier to pay for a shipment of goods. The L/C is payble at sight upon presentaiton of various documents including a commercial invoice conform with the pro forma invoice. It is expressly stipulated in the L/C that partial shipments are prohibited. A few days before the expiration of the L/C, the supplier realizes that it will be not be able to deliver the entire shipment on time. So the supplier sends a message to the French buyer requesting an extension of the L/C . But the French buyer replies that any extension is refused and that it wants the entire shipment or nothing. In these conditions, the Chinese exporter decides to deliver the goods that are ready before the expiration of the L/C, and to set down documents indicating falsely that the shipment is complete as required on the pro forma invoice. Thus the documents presented to the French bank for payment are conform with those required in the L/C. Still the Chinese exporter sends to the French buyer a message explaining that in fact the shipment is only partial and that it has over-invoiced in order to ensure conformity of the documents and get paid on the L/C. But the Chinese supplier states that the excess in the invoice presented to the bank will be refunded on the French buyers next order. But the French buyer does not appreciate its suppliers behaviour and it asks its bank if there is any way to avoid paying the supplier off the L/C. If you were the advisor of the French bank, what would you advise it to do?

Refer to this web site and compare the regulations of any two countries with respect to cryptocurrencies.


Intellectual property and its protection
International agency agreements
International distribution agreements
International e-commerce
Competition law

Web research:

Convention on the law applicable to agency

Find a model agency agreement or an actual agency agreement and bring it to class.

Delegatus non potest delegare, by William Chapman

Case studies

Pro Golf - Reyes - Chester - Wolfe

Kanavos - Simmons - O'Boyle - Detroit Pure Milk

Web research:
World Intellectual Property Organisation, What is intellectual property
Articles 81 and 82 of the consolidated version of the Treaty establishing the European Economic Community

Case studies:
Red Owl - Bates - Mattis - Louis Vuitton c eBay / Tiffany v eBay


Dispute settlement
Administrative remedies
Alternative Dispute Resolution

Web research:
Court of Arbitration of the International Chamber of Commerce (ICC) in Paris
China International Trade and Economic Arbitration Commission (CIETAC)
International Center for the Settlement of Investment Disputes (ICSID) of the World
Articles by Daniel Laprès on international arbitration

Case studies:

Mitsubishi Motors v Soler Plymouth Dodge
Affaire Danone c Wahaha
Affaire Tapie - le texte intégral de la sentence arbitrale, voir en particulier les pages pages 4-8, 15-16, 24-25, 28-32, 33-35, et 52-94.


At the end of the course, a written exam is held. The exam consists of theoretical and practical questions as well as case studies. Below is one of the questions that will appear on the exam for 20% of the grade.

In the final evaluation account is taken of participation in class work and discussions, in particular the assignments submitted during the course.



Cabinet d'avocats
29 boulevard Raspail, 75007 Paris
tel: (331) - fax: (331)

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