2. Explain when you would use the UCC to govern a contract as compared to when you might rely only on common law.
3. In the U.S. legal system, what are the two principal implied warranties? Can these be excluded from a contract and, if so, how?
4. When does the Convention on the International Sale of Goods apply to a contract?
5. What is the purpose of the recitals section of the contract?
6. What language should you include in a liquidated damages clause to ensure that it will be upheld if challenged in court?
7. What are the advantages and disadvantages of using boilerplate clauses in a contract?
8. What are the primary concerns that a party and their drafting attorney should have when selecting a choice of forum and choice of law to govern their contract?
9. Why do many international commercial contracts opt for arbitration rather than litigation?
10. Your client sells jelly beans in his home country, Spain. He is interested in expanding his market to sell these candies in the United States. He has come to you looking for guidance and expressed his concern over going to court. He is afraid that the courts in the United States would not be favorable to his company, which is blamed for causing cavities and tooth loss in many of the judges’ children. You recommend to your client to consider adding an arbitration clause and a choice of law clause to the contract to ensure that his interests are protected. He agrees and asks you to draft these clauses for his first contract with Sweet Tooth Imports out of New York, NY. Draft these two clauses below, keeping in mind the interests of your client and the concerns that we addressed in class. In drafting these clauses, be sure to address the following:
a. Will you require mediation or allow litigation?
b. Will you use ad-hoc or institutional arbitration?
c. Which country/ state’s law will you choose and why?
This material may consist of step-by-step explanations on how to solve a problem or examples of proper writing, including the use of citations, references, bibliographies, and formatting. This material is made available for the sole purpose of studying and learning - misuse is strictly forbidden.1. A legal precedent is a previously-rendered legal decision that formally creates an existing legal ruling. A legal precedent is derived from case or pas judicial decisions rendered in previously-heard legal cases. All precedents, unless overturned by a higher court or more recent decision, are legally binding and attached to legal matters given the presence of similarities in the underlining legal case. In the United States, the majority of legal concepts are interpreted by judges or tribunals. This format, which encompasses a judicially-created legal scope, is referred to as common law. This sequence remains valid in legal matters unless the presiding legislature overrules it. Case law or common law can involve interpretations of statutes, legislation passed by the executive branch, an interpretation of a constitutional amendment, or decisions rendered in which no statutory law is directly implied. When a judge offers a decision on a legal matter, the case effectively becomes a legal precedent. This creation of a precedent can be attached and used to evaluate any following case, assuming the two cases share legal similarities or underlying characteristics. As a result of this relationship, individuals can evaluate a precedent to guide their behavior and legal professionals, such as attorneys, can look to precedent to better estimate how a case will be ruled....