The main purpose of the research is to investigate and analyze the concept of fundamental breach of contract in international commercial contracts, and how its inclusion in Iraqi civil law can promote a more effective approach to contractual disputes between Iraqi companies and international partners. Additionally, it aims to raise awareness of the practical value of the application of the concept of fundamental breach in managing contractual disputes involving common and civil law, and ultimately provide a valid contribution to academic knowledge that promotes enhanced understanding of this concept within the different legal systems at a global level. The research method adopted is theoretically comparative in nature and compares the concept of fundamental breach of contract from the perspectives of the United Nations Convention's guidelines on Contracts for the International Sale of Goods 1980 (referred to hereafter as the CISG), English (Common) law and Egyptian (Civil) law. The study is based on the following research questions: i) reasons for the numerous cases of avoidance of international commercial contracts in Iraq due to a fundamental breach of terms; ii) The elements that constitute a 'fundamental breach' of contract; iii) Which legal systems could provide a comprehensive framework of reference to compare the different processes applied in breach of contract in selected case studies, to determine which, if any, is more effective in keeping contracts 'active'. iv) If the outcome of the comparisons could be applied more universally, in cases of arbitration in international commercial contracts, to bridge the differences in individual laws of the countries involved. The concept of fundamental breach is examined in-depth, including its origins, development, application and effectiveness in maintaining the active life of international commercial contracts. A comparison of its application is made within three different legal systems and the study concludes with a commentary on the outcomes of the comparative research, including any limitations and implications for international sales contracts involving different legal systems. Finally, recommendations are made, both for the Iraqi legislature and for future research. The key outcomes are that the CISG rules regarding fundamental breach appear to be more successful in upholding the validity of international commercial contracts than Common or Civil law. This can be attributed to the way in which the CISG tailored the concept of fundamental breach. To date, it has been ratified by 83 countries. Not only are its principles rooted in the two primary law systems (Common and Civil), but they are also significantly influenced by the doctrinal concepts that vary considerably across different national law systems. This suggests the CISG offers a greater degree of flexibility and harmony across the legal systems, and does not require any court order or ruling in instances of contract avoidance. Indeed, its greatest success lies in the flexibility of its principles due to the additional terms it provides in promoting the life of the contract; namely: additional period of time, partial avoidance, anticipatory breach and instalments contracts. There are limitations, however, despite the CISG rules providing a degree of flexibility. The definition of fundamental breach given in Art.25 is vague due to the generality of the terminology used by the CISG drafters. Unlike the trend of the 1998 Principles of European Contract Law and the 1994 UNIDROlT Principles of International Commercial Contracts, no examples are given to provide guidance on the exact meaning of the term. It is also noticeable that the CISG's notion of fundamental breach is more common law oriented. As a result, this may be a source of possible conflict in countries where civil law is adopted such as: Egypt, Iraq, Kuwait, Jordan, Libya, amongst others. The implications of adopting the CISG approach to determining fundamental breach in international commercial contracts are that contractual parties could incur delays and subsequent financial losses while disputes involving interpretation of its rules are resolved. Nevertheless, CISG principles governing fundamental breach are increasingly popular as the applicable law for international contracts, since they fulfill a primary goal of contract law to act in accordance with developmental requirements and changes. Contract law has to correspond to a growing economic need and be flexible in addressing emerging difficulties and shifting conditions. For this reason the CISG's principles are likely to continue to be adopted by contractual parties within the arena of International Trade. A necessary recommendation, however, concerns the terminology of the CISG rules on fundamental breach, which could benefit from being more specific in order to satisfy the demands of international commercial contracts that involve countries governed by common and civi11aw. In short, greater specificity is required in ascertaining the degree of seriousness, detriment, foreseeability and time of foreseeability in cases of contractual breach.Establishing an international body for resolving disputes stemming from the CISG is highly recommended. The given body could contribute greatly to reducing both the time and the cost resulting from such disputes. Reviewing the provisions of the CISG periodically is, therefore, highly advisable for making changes or establishing new rules applicable to the new developments in trade. The avoidance of contract in electronic trade contracts could represent an example where this would be necessary. However, more discussion is needed to elaborate on the development of the wording of the CISG principles in this respect. Finally, with regard to Iraq, its legislation would do well to make provision to include the concept of fundamental breach in accordance with the principles of the CISG. This reform is necessary since Iraq's existing law is no longer capable of properly addressing the special demands of international trade to ensure disputes are dealt with in a manner that is reliable, consistent, valid and fair to the contractual parties concerned.

The subject of this paper is whether South Africa should ratify the 1980 United Nations Convention on Contracts for the International Sale of Goods (the CISG). The CISG was enacted in an attempt to create a unified body of law to regulate the international transactions on sale of goods. Due to globalization, countries are trading with each other on a daily basis, and the need for a unified body of contract law has developed. / Dissertation (LLM)--University of Pretoria, 2013. / am2014 / Mercantile Law / unrestricted

Since the reform and opening up in mainland China from 1978, there is quite a dazzling performance in international trade, it has replaced Japan as the world's third largest trading nation in 2004. She has continued to maintain our largest export market and largest source of trade surplus position. Thus, there is a new term called¡yChiwan¡z, that is, China plus Taiwan ,which Will form a new emerging economies of Asia. Contracts of international sale of goods transaction as a starting point and core. People who contracting a contract with the contracting parties intend to make the realization of their own interests. Whereas a party breaches of contract may make the other party's interests had not been achieved . Compensation for breach of contract is the most common and important method of bearing civil liability now, while damages can be considered as the most important one among those forms of compensation. As a bridge between jurisprudence and practice of compensation for breach of contract, the scope of compensation could be regarded as the core of compensation for breach of contract to certain extent.

LL.M. (International Commercial Law) / The passing of risk in the United Nations Convention on Contracts for the International Sale of Goods (CISG) is being regulated by Chapter IV, Articles 66-70. These provisions will regulate the passing of risk between the contracting parties unless they have chosen to deviate from it by way of Article 6 of the CISG. Article 6 provides that: “The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.” The most important purpose of Articles 66-70 is to determine who will bear the risk when the goods are lost or damaged due to an accidental event. “Risk” is not specifically defined in the CISG. The accidental loss in this case means that neither the seller, nor the buyer can be held responsible for the loss that occurred. Accidental loss in this context may also include acts of third parties.

L’élaboration d’un droit international à vocation mondiale n’est pas une entreprise aisée. Après l’échec des Conventions de la Haye de 1964, la Convention de Vienne du 11avril 1980 applicable à la vente internationale de marchandises érige un droit uniforme de la vente applicable à l’échelle mondiale et adapté aux besoins du commerce international. Œuvre de compromis, cette Convention apporte des améliorations aux lacunes des Conventions de la Haye dont elle s’inspire. Elle met en place un droit international de la vente basé sur la recherche du compromis, de la souplesse, de la clarté et de la justice contractuelle. Néanmoins, en dépit de ses améliorations, elle reste elle-même une œuvre lacunaire dont le succès est cependant indéniable. L’étude des rapports qu’elle entretient avec la méthode conflictualiste permet de comprendre les raisons de ce succès. Comportant des normes tout aussi bien issues de la pratique que des différentes traditions juridiques et économiques, notre étude met en lumière l’incomplétude de la CVIM et sa dépendance vis-à vis des règles du droit international privé. Elle met en relief la place de la règle de conflit de lois dans le comblement des lacunes tant internes qu’externes de la CVIM et apporte la confirmation qu’aucun droit international ne peut être effectif sans le concours des règles du droit international privé. Règles qui, sous la pression de la mondialisation et de la puissance de plus en plus croissante des pouvoirs privés économiques sont amenées à évoluer pour mieux correspondre aux besoins du commerce international. Il apparaît dans cette perspective que, le succès de la CVIM, loin d’être uniquement attribué à l’unification des règles matérielles qu’elle opère, est le fruit des évolutions de la méthode conflictualiste. Celles-ci passent par l’affaiblissement de la règle de conflit de droit commun à travers sa subordination à la volonté des parties et aux usages du commerce international. A cela s’ajoute la multiplication des conventions d’unification des règles de conflit à caractère substantiel, la règlementation des conflits de procédures, l’assouplissement des conditions de circulation des jugements étrangers et le développement d’un droit international privé communautaire. / On a world basis, the elaboration of an international law is not an easy task. After the failure of the HAGUE’s conventions on 1964, the Vienna’s Conventions of april 11th, 1980 applicable for the international sales of goods establishes a uniform law suitable for international sales and adapted to the needs of international trade. Born out of a compromise, this Convention brings out improvements to the lacunas within the Hague’s Conventions. The Conventions puts into place an international law of sales based on az quest for compromises, flexibility, clarity and contractual justice. Nevertheless, in spite of its improvements, it remains a lacuna’s work whose success is still undeniable. The study of reports undertaken with the conflicting methods allows us to understand the reasons of its success. Adapting of norms issued from practice as well as from legal and economic traditions, our study brings into light the incompleteness of the CISG and its dependence in regard to the private international laws. It demonstrate the place of the conflict of law in filling up the CISG’s internal and external lacunas and confirms that, no international law can be effective without the assistance of the private laws. Rules, that under the pressure of globalization and the increasing powers of the parties of international trade are brought to evolve to correspond better to the needs of international trade. It so appear that, the success of the CISG, far from solely attributed to its unification of material rules is the result of the evolution of the conflict of law. It passes through the weakening of the common conflict rule through its subordination to the will of parties and the use of international trade. One can add the multiplication of substantial’s conflict law, the regulation of procedure’s conflict, the softening of the recognition conditions of foreign judgments, and the development of communal international private law.

Magister Philosophiae - MPhil / This study seeks to provide answers on whether South Africa should ratify the Convention on Contracts for the International Sale of Goods (CISG), in the light of promoting legal certainty and International trade. In order to address the main objective, the mini-thesis will seek to answer the following questions: 1. Evaluate the current functional Legal Framework for international sale of goods in South Africa. 2. Establish and evaluate the motivations for both accession and non-accession, including an examination of possible advantages and disadvantages arising from each. 3. Determine if the adoption of the CISG by South Africa will be a solution to the current problems and uncertainties that exist under South African Law with regards to the international sale of goods?

Following work focuses on the issue of transfer prices and evolution of the approach to such in a surveyed company in a spam of two years. In the first part, the author describes the status from the points of legislative changes and a common perception of transfer prices both in the Czech Republic and internationally. Second part relates to a specific condition in a surveyed company during authors bachelor studies and a third part describes the changes that had taken place in this company. The author focuses on the options of eliminating the risk of transfer prices by setting the set of inter-company guidelines. Next she is taking a more thorough look at the sale of goods, as it is the most common business relation between related parties. This work should be considered as a guide to a proper management of inter-company structure. It should help in determining a transfer pricing method and preparing a documentation related to transfer prices.

L.LD. (Private International Law) / The United Nations Convention on Contracts for the International Sale of Goods (the CISG or the Vienna Sales Convention) was adopted at a diplomatic conference of the United Nations held in Vienna during 1980. The Convention came into force on 1 January 1988. According to its preamble, the Convention is based on the premise that “the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade”. The CISG has proven to be successful in its endeavour and currently has 74 member states representative of all legal traditions. As an international convention, the CISG has been lauded for its “simplicity, practicality and clarity”. Schlechtriem observed that the CISG has now gained worldwide acceptance. It has even been stated that the CISG has established a “world law on international sales” and that it has influenced several domestic sales laws. It is submitted that the CISG constitutes an important component of modern international commercial law or of the modern lex mercatoria. Therefore, a study that aims to establish a better understanding of the scope and functioning of the CISG and its relationship with domestic law, is of special relevance for the international business and legal community. The two basic methods of the unification of law, ie the unification of substantive law and the unification of private international law, have both been utilised in the field of the international sale of goods. The CISG is the most notable example of first mentioned method of unification.

Liability of the seller for defects in international commercial transactions under the United Nations Convention on Contracts for the International Sale of Goods Abstract This thesis deals with the liability of the seller for defects in international commercial transactions, contained in the UN Convention on Contracts for International Sale of Goods. The document, which is binding for 89 states from different parts of the world, is the most important document in international trade law that contains unified regulation. The Convention determines substantive rules for contracts on international sale of goods defined as a contract on sale concluded between two parties, each of them having its place of business in a different state. If both of these states are parties to the Convention, it is directly applicable, i.e. it is used without reference of conflict of laws rules. Unification of regulation is important in the field of international trade, especially in the area of contracts on sale of goods, which is the most often used type of contract. The most problematic situation in business relationships is when a party fails to meet its contractual obligations. For that reason, in order to ensure the most favourable environment for international business and economic development, it is essential for traders to...

Submitted by Rosina Valeria Lanzellotti Mattiussi Teixeira (rosina.teixeira@unisantos.br) on 2017-07-28T18:29:07Z No. of bitstreams: 1 Bruno Barcellos Pereira.pdf: 734324 bytes, checksum: 762042239634bfe73f5374a41715ae82 (MD5) / Made available in DSpace on 2017-07-28T18:29:07Z (GMT). No. of bitstreams: 1 Bruno Barcellos Pereira.pdf: 734324 bytes, checksum: 762042239634bfe73f5374a41715ae82 (MD5) Previous issue date: 2017-06-28 / In this globalized world, the international trade of goods and the capital movements between parties based in two or more countries has grown rapidly and dynamically. Over the years, these commercial transactions have generated legal uncertainty in international trade relations, both for sellers and buyers, since there was no uniformity in the standards that would be applied to solve the problems arising from international trade, such as: lack of delivery of goods, non-conformity of delivered goods, delivery of goods beyond the contract deadline, non-conforming international purchase and sale documentation, delivery of goods in a place other than the named place of destination, as well as any other substantial default under the purchase and sale agreement. The aforementioned issues cause financial, economic and tax losses, since the economic balance of the agreement is bound to its fulfillment in the terms in which it was entered into. This situation was exacerbated by the lack of a uniform standard, and by the fact that some countries follow the civil law system, while others follow the common law. Thus, a movement began in search of a uniformization of standards, culminating in the approval of the Convention on Contracts for the International Sale of Goods. In this sense, the present dissertation approaches, first, the historical evolution, the approval of the text of the Convention and its normative structure. Afterwards, we discuss the application of the Convention in national territory from the perspective of the treaty. Next, an analysis will be carried out on the overall trading system and the good faith of the contracting parties. In sequence, we will assess the instruments of mitigation of damages in the international trade of goods, highlighting and studying their mechanisms, and how the Convention aims to mitigate the damages in international trade. All to conclude whether the means proposed by the international treaty can produce the desired effects or not. / No cenário de um mundo globalizado, a relação de compra e venda internacional de mercadorias e a circulação de capital, entre partes sediadas em dois ou mais países, cresceram de forma rápida e dinâmica. Ao longo dos anos, essas transações comerciais geraram inseguranças nas relações jurídicas internacionais, tanto para os vendedores quanto para os compradores, posto que não havia uma uniformidade quanto à norma que seria aplicada para dirimir os problemas advindos do comércio internacional, tais como: a falta de entrega das mercadorias, mercadorias em desconformidade com as contratadas, entrega de mercadorias fora do prazo contratado, documentação da compra e venda internacional em desconformidade, entrega de mercadorias fora do lugar de destino, bem como qualquer outro inadimplemento substancial do contrato de compra e venda. Os citados problemas geram danos financeiros, econômicos e tributários, posto que o equilíbrio econômico do contrato está vinculado ao seu cumprimento nos termos em que foi celebrado. Essa situação era agravada em face à inexistência de uma norma uniforme, e pelo fato de alguns países adotarem a civil law e outros, o sistema da common law. Assim sendo, iniciou-se um movimento em busca da harmonização das normas, culminando na aprovação da Convenção sobre Compra e Venda Internacional de Mercadorias. Nesse sentido, a presente dissertação aborda, primeiramente, a evolução histórica, a aprovação do texto da Convenção e a sua estrutura normativa. Após, será discutida a aplicação da Convenção em território nacional sob a ótica do tratado. Em seguida, será realizada análise sobre o sistema comercial global e da boa-fé dos contratantes. Por seguinte, serão avaliados os instrumentos de mitigação de danos no comércio de mercadorias internacionais, salientando e estudando os seus mecanismos, e como a Convenção pretende mitigar os danos no comércio internacional, para ao final, concluir se os meios propostos pelo tratado internacional são capazes de gerar os efeitos desejados ou não.