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Quiz 2 2020

The document discusses a draft co-promotion agreement between Rhuner, a German company, and BestOrganics, a UK company. There are several issues Mr. Gartner, representing Rhuner, has with the draft agreement: 1. The agreement specifies disputes be handled in English courts, but Mr. Gartner prefers German courts. Alternative solutions are neutral courts, arbitration, or a non-mandatory choice of court clause. 2. The agreement states it will be governed by English law. Mr. Gartner should have an English lawyer review the draft to prevent misunderstandings of English law. 3. Mr. Gartner asks if the final agreement can be translated to

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340 views

Quiz 2 2020

The document discusses a draft co-promotion agreement between Rhuner, a German company, and BestOrganics, a UK company. There are several issues Mr. Gartner, representing Rhuner, has with the draft agreement: 1. The agreement specifies disputes be handled in English courts, but Mr. Gartner prefers German courts. Alternative solutions are neutral courts, arbitration, or a non-mandatory choice of court clause. 2. The agreement states it will be governed by English law. Mr. Gartner should have an English lawyer review the draft to prevent misunderstandings of English law. 3. Mr. Gartner asks if the final agreement can be translated to

Uploaded by

PinnPiyapat
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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QUIZ

2 (5 MARKS)

Name _____________________________________Student ID __________________________


Piya p at Gana cha ra Na Ayodhya 6143282526

Fact

Two companies, one based in Germany (“Rhuner”), the other is the UK company (“BestOrganics”), are
negotiating a co-promotion agreement.

Purpose of this co-promotion agreement is to allow Rhuner to participate in the marketing and
distribution of the chemical products manufactured by BestOrganics. Products are the result of the
joint research efforts of the two companies.

The agreement outlines how both parties would cooperate in order to promote the products in certain
countries. The agreement provides for the development and formulation of joint co-promotion plans,
detailing the parties' promotion strategies, resource allocation principles and projected sales. The
cooperation further includes the sharing of information and know-how relating to promotional
activities as well as the joint use and development of promotional and training materials.

You are advising Rhuner (DE) during the process of negotiations. Rhuner is represented in the
negotiations by Mr. Gartner.

BestOrganics has submitted a draft of agreement to Mr. Gartner.

Questions

I. Mr. Gartner first points to one of the sections of the draft - which provides that disputes should be
submitted to English courts. Mr. Gartner does not like the idea of going to English courts; however, he
believes that BestOrganics will not accept a change to German court. What can be other solutions?
I I
There are 3 alternative solutions to this matter : choice
for neutral courts Arbitration
__________________________________________________________________________________ , ,
Ill
and Adapting the choice for English courts to make it be facultative and not mandatory
__________________________________________________________________________________ .

④ Choice for Neutral courts allows both parties to go to the 3rd country 's
__________________________________________________________________________________

court However, the court has to have some relevance to the matter unless
__________________________________________________________________________________
.

it could be rejected ④ Arbitration makes both parties turn to sets of universal


__________________________________________________________________________________
.

rules eg ICC Rules of conciliation and Arbitration or UNCITRAL Arbitration Rules


__________________________________________________________________________________
.

④ Facultative choice of court clause will required both parties to initially choose
__________________________________________________________________________________

of the two court of their home countries , and if one of the parties is not
__________________________________________________________________________________
one

comfortable, the governing court could be changed according to the agreement


__________________________________________________________________________________

__________________________________________________________________________________
later on .

1

II. Mr. Gartner next points to one of the Sections in the agreement, which provides that: “The
Agreement shall be governed by the laws of England”, he wonders what impact application of English
law has on his ability to review the draft - Should he have an English lawyer, knowing well in English
law review the draft?

Mr. Gartner definitely need to have an English lawyer regardless of


__________________________________________________________________________________

Mr Gartner 's English


.

proficiency or ability to review the draft English lawyer


__________________________________________________________________________________ .

surely has more knowledge and understand more about the laws of England
__________________________________________________________________________________ .

Not
only doing so can prevent BestOrganics from taking advantage of Rhu her
__________________________________________________________________________________

when he does not fully understand the law of England but also can
__________________________________________________________________________________
,

avoid constructing a contract differently from what the law provides


__________________________________________________________________________________ .

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

V. Mr. Gartner wonders whether it would be possible to have the final agreement translated in
German, so that it is easier to understand.

The intention to
of the existence of choice of language primarily is
__________________________________________________________________________________

prevent misunderstanding between languages Indeed , it is possible to


__________________________________________________________________________________
.

have the translation However between the


__________________________________________________________________________________
, if any discrepancies appear
.

two versions the original language agreed on the contract ( which is English
__________________________________________________________________________________
,

in this case) will have the


priority in setting its true meaning
__________________________________________________________________________________ .

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

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