International Commercial Transactions: Sales of Goods and Cross-Border Financing
Spring 2013 Conference
Thursday, February 21, 2013
The Center for Business Law hosted leading authorities from the United States, Canada, and Ireland to address current issues in International Sales and Financing. When goods are sold across borders, what laws apply if parties fail to choose? What are the choices? How do these choices affect warranties, disclaimers, remedies, and dispute resolution?
Panelists also discussed laws governing financing across borders, addressing security interests, problems of enforcement, and how to avoid pitfalls. Bar members, academics, and interested law students were invited to participate.
Co-sponsors: New England Law | Boston Center for International Law and Policy, Massachusetts Bar Association, and the Uniform Commercial Code Reporter-Digest
Panel 1: Transnational Sales of Goods
Caterina Gardiner, Lecturer in Law, National University of Ireland Galway, School of Law: In an increasingly globalized commercial environment, the provision of uniform, even-handed rules governing the rights and obligations of parties to transnational sales contracts is necessary. The CISG provides such rules, facilitating increased certainty and reduced transaction costs by circumventing difficult choice of law problems. It is time for Ireland to ratify the Convention. "In view of Ireland’s position as one of the most open economies in the world, it is difficult in fact to understand why accession has been so long delayed…" (Report on the Legislation Governing the Sale of Goods, October 2011)
William P. Johnson, Associate Professor of Law, Co-Director, Center for International and Comparative Law, Saint Louis University School of Law: Practitioners must familiarize themselves with the CISG in order to provide their clients with sound advice regarding whether the CISG or some other body of sales law is the best choice of law to govern any particular agreement. Such advice should not take the form of automatic application or exclusion of the CISG. Rather, to give meaningful advice requires deep understanding of the choices available to the parties, including the CISG, and careful consideration of the circumstances of the transaction that support selection of one body of law over another.
Curtis W. Nyquist, Professor of Law, New England Law | Boston: Not that many years ago, a lawyer could be content and competent knowing only local law. Those days are gone. In 2013 to perform the art of lawyering “All the World’s a Stage.”
Antonin I. Pribetic, Litigation Counsel, Steinberg Morton Hope & Israel LLP, Toronto: Lawyers need to understand how and when the CISG applies to an international sales contract. Failure to plead or rely on the CISG in litigation could result in a professional negligence claim. Don’t be “that lawyer."
Panel 2: Financing Across Borders
Ingrid Michelsen Hillinger, Professor of Law, Boston College Law School: Absent a Uniform Commercial WORLD Code that every country adopts, with an infrastructure, legal and otherwise to implement it, every commercial lawyer today needs to know something about international sales of goods and international financing.
Edwin E. Smith, Partner, Bingham McCutchen LLP, Boston, and co-chair, Financial Services Area: Today we can’t just rely upon our domestic law to guide commercial transactions. So many transactions touch more than one country, and disputes may be resolved in U.S. or foreign courts. This program focused on international secured transactions and explored planning and enforcement issues, as well as planning techniques, that take into account cross-border concerns that need to be addressed.
Richard M. Kohn, Principal, Goldberg Kohn LTD, Chicago: One of the great challenges facing lawyers today is how to meet the cross-border needs of an increasingly globalized middle-market client base. Programs such as Sales of Goods and Cross-Border Financing hosted by New England Law | Boston's Center for Business Law can help lawyers address this challenge.
Harry C. Sigman, Attorney, Los Angeles: With increasing globalization and the growth in number and complexity of cross-border transactions, it is increasingly important for lawyers to inform themselves about developments in foreign law and in international efforts at harmonization.