The essay question must answer the fact pattern below:
As the Senior Chief Assistant in the law department of Mega Branch Industries (MBI), you have been assigned to oversee the negotiation and signing of the largest contracts in which MBI has ever been involved. The MBI subsidiary most directly involved is located in France, a state that is a member of the United Nations Convention on Contracts for the International Sale of Goods. Three other firms are going to be parties to the contract. One is located in another state that is a member of CISG (United States); the other two are not. One of the latter is located in a state which has a civil law legal system (Ghana); the other in a state which has a common law legal system (Nigeria). The following questions should be covered in the essay:
1. What law will govern this contract? Can the parties agree that CISG will govern their relationship?
2. The contract involves the sale of goods (including parts and assembled products) as well as the supply of services. Can the CISG regulate the entire contract? If not, what parts?
3. In the event that the parties agree that CISG will be the governing law, what aspects of the contract will be governed, nevertheless, by local law?
4. If the parties agree that the CISG will be the governing law, how will the provisions of the CISG be interpreted in the event there is some dispute about their meaning? If some provision of the contract is unclear, how will it be interpreted?
5. Must the contract be in writing? Must it be under seal?
6. If one of the parties makes an offer and promises to keep it open for a period of 30 days, can it later change its mind and withdraw the offer?
7. When does an acceptance become effective? Does it matter if the acceptance calls for minor changes in the terms contained in the offer?
8. What criteria will be used to determine if a party has breached?
9. If a party does breach, can the other parties avoid their obligations to perform? Can all of the provisions of the contract—including the choice of law clause—be avoided?
10. If a party fails to perform, can a court intervene and order the party to perform? Are there any limits on what a court may order a party to do?
11. If nothing is said in the contract, where must the seller deliver the goods? When must delivery be made? Where and when must documents of title be turned over?
12. What must a buyer do to reject nonconforming goods?
13. When must the buyer make payment?
14. At what point in time will the buyer become liable for any accidental loss or damage suffered by the goods?
15. What duty does a party have to keep the damages caused by another party’s breach to a minimum?
16. What must a seller do if it wishes to seek damages—avoid the contract or obtain specific performance?
17. What must a buyer do if it wishes to seek damages—avoid the contract or obtain specific performance?
18. What excuses are available to a breaching party to justify its nonperformance?
Credit:ivythesis.typepad.com
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