Drafting International Contracts

Marcel Fontaine is Professor Emeritus, University of Louvain Law School, Belgium. Among his many accomplishments, Professor Fontaine has been a member and reporter of the working group in charge of drafting the “Unidroit Principles of International Commercial Contracts” (since 1979). Currently, he is in charge of drafting a Uniform Act on Contracts for the 16 African countries belonging to OHADA (Organization for the African Harmonization of Business Law). Filip De Ly is Professor of private international law and comparative law at the Law Faculty of the Erasmus University Rotterdam where he teaches both subjects and is doing research on international business law and international commercial arbitration.

Chapter 1: Letters of Intent
Chapter 2: Recitals in International Contracts
Chapter 3: Interpretation Clauses
Chapter 4: Best Efforts, Reasonable Care, Due Diligence and General Trade Standards in International Contracts
Chapter 5: Confidentiality Clauses in International Contracts
Chapter 6: Penalty Clauses
Chapter 7: Limitation of Liability and Exemption Clauses
Chapter 8: Force Majeure Clauses in International Contracts
Chapter 9: Hardship Clauses
Chapter 10: “English Clauses,” Most-Favored Customer Clauses and First-Refusal Clauses in International Contracts
Chapter 11: Assignment Clauses
Chapter 12: Termination Clauses
Chapter 13: Post-Contractual Obligations in International Contracts