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00:00:00,400 --> 00:00:04,280
Example An online retailer's 
terms limit its liability for 

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00:00:04,280 --> 00:00:07,640
any losses resulting from 
delayed deliveries, specifying 

3
00:00:07,640 --> 00:00:10,440
that users cannot claim damages 
beyond the refund of the 

4
00:00:10,440 --> 00:00:13,200
purchase price. 
This limitation helps the 

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00:00:13,200 --> 00:00:17,200
retailer manage its risk and 
avoid excessive liability. 5 

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00:00:17,720 --> 00:00:21,480
Dispute resolution terms and 
conditions often include a 

7
00:00:21,480 --> 00:00:24,480
dispute resolution clause 
outlining the process for 

8
00:00:24,480 --> 00:00:27,640
resolving conflicts between the 
user and the service provider. 

9
00:00:28,120 --> 00:00:31,360
This may include requirements 
for arbitration or mediation 

10
00:00:31,360 --> 00:00:35,840
before pursuing legal action. 
Example a software subscription 

11
00:00:35,840 --> 00:00:38,960
service includes an arbitration 
clause requiring users to 

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00:00:38,960 --> 00:00:41,520
resolve disputes through 
arbitration rather than in 

13
00:00:41,520 --> 00:00:44,040
court. 
This clause helps to streamline 

14
00:00:44,040 --> 00:00:46,960
dispute resolution and reduce 
the costs associated with 

15
00:00:46,960 --> 00:00:50,040
litigation. 
Challenges in enforcing online 

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00:00:50,040 --> 00:00:54,000
terms and conditions Enforcing 
online terms and conditions can 

17
00:00:54,000 --> 00:00:57,040
be challenging, particularly if 
the terms are not clearly 

18
00:00:57,040 --> 00:01:00,120
presented or if the process for 
obtaining consent is flawed. 

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00:01:00,600 --> 00:01:03,680
Key challenges include ensuring 
proper notice and consent, 

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00:01:03,840 --> 00:01:07,080
avoiding unconscionable terms, 
and addressing jurisdictional 

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00:01:07,080 --> 00:01:11,360
issues. 
One notice and consent for 

22
00:01:11,360 --> 00:01:14,760
online terms and conditions. 
To be enforceable, users must 

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00:01:14,760 --> 00:01:17,920
have clear notice of the terms 
and provide informed consent. 

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00:01:18,360 --> 00:01:21,040
If terms are buried in fine 
print or hidden and obscure 

25
00:01:21,040 --> 00:01:23,240
links, they may be challenged in
court. 

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00:01:23,720 --> 00:01:27,280
Example, a website buries its 
terms and conditions in a hard 

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00:01:27,280 --> 00:01:29,960
to find link. 
A user later disputes the 

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00:01:29,960 --> 00:01:33,120
enforceability of certain terms,
claiming they were not clearly 

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00:01:33,120 --> 00:01:35,400
notified. 
The court may rule that the 

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00:01:35,400 --> 00:01:38,560
terms are unenforceable due to 
the lack of proper notice. 

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00:01:39,040 --> 00:01:44,480
Two unconscionability terms that
are overly harsh, 1 sided, or 

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00:01:44,480 --> 00:01:46,640
unfair may be deemed 
unconscionable and thus 

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00:01:46,640 --> 00:01:49,320
unenforceable. 
Courts will consider whether the

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00:01:49,320 --> 00:01:51,840
terms were presented fairly and 
whether the user had a 

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00:01:51,840 --> 00:01:54,800
reasonable opportunity to 
understand and reject them. 

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00:01:55,320 --> 00:01:58,680
Example A user challenges a 
service providers terms that 

37
00:01:58,680 --> 00:02:01,920
impose excessive fees for early 
termination, arguing that the 

38
00:02:01,920 --> 00:02:04,200
clause is unconscionable and 
should be voided. 

39
00:02:04,600 --> 00:02:07,320
The court may find that the fees
are so unreasonable that the 

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00:02:07,320 --> 00:02:12,800
clause is unenforceable. 3 
Jurisdictional Issues Online 

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00:02:12,800 --> 00:02:15,920
terms and conditions often need 
to address which jurisdictions 

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00:02:15,920 --> 00:02:19,160
laws will govern the agreement, 
especially in international 

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00:02:19,160 --> 00:02:22,480
transactions. 
Jurisdictional clauses specify 

44
00:02:22,480 --> 00:02:25,480
the location where disputes will
be resolved and which countries 

45
00:02:25,480 --> 00:02:29,280
laws will apply. 
Example an e-commerce platform 

46
00:02:29,280 --> 00:02:32,560
operating globally includes a 
choice of law clause specifying 

47
00:02:32,560 --> 00:02:35,080
that disputes will be governed 
by the laws of the company's 

48
00:02:35,080 --> 00:02:37,880
home country. 
This clause helps to manage the 

49
00:02:37,880 --> 00:02:41,160
legal complexities of operating 
in multiple jurisdictions. 

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00:02:41,680 --> 00:02:45,000
Part Three International 
Contracts In today's 

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00:02:45,000 --> 00:02:48,400
interconnected global economy, 
contracts frequently cross 

52
00:02:48,400 --> 00:02:51,600
international borders, involving
parties from different legal 

53
00:02:51,600 --> 00:02:54,360
systems. 
This globalization of business 

54
00:02:54,360 --> 00:02:57,920
transactions necessitates a 
robust legal framework to manage

55
00:02:57,920 --> 00:03:00,320
the complexities of 
international contracts. 

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00:03:00,840 --> 00:03:03,600
This section delves into the 
intricacies of international 

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00:03:03,600 --> 00:03:06,800
contracts, with a particular 
focus on the United Nations 

58
00:03:06,800 --> 00:03:10,000
Convention on Contracts for the 
International Sale of Goods. 

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00:03:10,120 --> 00:03:12,800
CISG and. 
Explores the key differences 

60
00:03:12,800 --> 00:03:15,040
between the SISK and US contract
law. 

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00:03:15,520 --> 00:03:18,640
It also addresses critical 
aspects such as choice of law, 

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00:03:18,640 --> 00:03:22,160
jurisdiction, arbitration, and 
the enforcement of international

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00:03:22,160 --> 00:03:24,400
judgements. 
SISK Overview. 

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00:03:24,880 --> 00:03:27,920
What is the SISK? 
the United Nations Convention on

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00:03:27,920 --> 00:03:32,040
Contracts for the International 
Sale of Goods CISG is an 

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00:03:32,040 --> 00:03:34,920
international treaty that 
establishes a uniform legal 

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00:03:34,920 --> 00:03:37,680
framework for the sale of goods 
between parties located in 

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00:03:37,680 --> 00:03:41,360
different countries. 
The SYSC was adopted in 1980 and

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00:03:41,360 --> 00:03:44,800
has since been ratified by over 
90 countries, including major 

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00:03:44,800 --> 00:03:48,680
trading nations such as the 
United States, Germany, China, 

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00:03:48,680 --> 00:03:51,440
and Japan. 
The primary purpose of the SYSC 

72
00:03:51,440 --> 00:03:55,240
is to facilitate international 
trade by reducing legal barriers

73
00:03:55,240 --> 00:03:58,160
and providing predictable, 
harmonized rules that govern 

74
00:03:58,160 --> 00:04:01,680
cross-border transactions. 
By standardizing the legal 

75
00:04:01,680 --> 00:04:04,840
principles applicable to 
international sales contracts, 

76
00:04:05,000 --> 00:04:08,120
the SYSC aims to reduce the 
uncertainty and complexity that 

77
00:04:08,120 --> 00:04:10,200
often accompanies such 
transactions. 

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00:04:10,680 --> 00:04:13,960
Key objectives. 
Uniformity to provide a 

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00:04:13,960 --> 00:04:16,800
consistent set of rules 
governing international sales 

80
00:04:16,800 --> 00:04:19,720
contracts, reducing 
discrepancies between national 

81
00:04:19,720 --> 00:04:22,760
legal systems. 
Predictability to create a 

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00:04:22,760 --> 00:04:25,760
predictable legal environment 
that fosters confidence and 

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00:04:25,760 --> 00:04:29,880
trust in international trade. 
Flexibility to allow parties to 

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00:04:29,880 --> 00:04:32,800
tailor their contracts to their 
specific needs while providing 

85
00:04:32,800 --> 00:04:35,920
default rules that apply in the 
absence of specific terms. 

86
00:04:36,400 --> 00:04:39,280
The SISK applies automatically 
to contracts for the sale of 

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00:04:39,280 --> 00:04:41,800
goods between parties whose 
places of business are in 

88
00:04:41,800 --> 00:04:44,400
different countries, provided 
that both countries are 

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00:04:44,400 --> 00:04:48,240
signatories to the Convention. 
However, parties can opt out of 

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00:04:48,240 --> 00:04:50,720
the SISK or modify its 
provisions if they wish to be 

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00:04:50,720 --> 00:04:52,760
governed by a different legal 
framework. 

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00:04:53,240 --> 00:04:57,760
Scope of the SISK Applicability 
The SISK governs contracts for 

93
00:04:57,760 --> 00:05:00,520
the sale of goods between 
parties whose places of business

94
00:05:00,520 --> 00:05:03,080
are in different countries, 
provided that these countries 

95
00:05:03,080 --> 00:05:04,840
are signatories to the 
Convention. 

96
00:05:05,320 --> 00:05:08,680
The applicability of the SYSC is
not dependent on the nationality

97
00:05:08,680 --> 00:05:11,640
of the parties, but rather on 
the location of their places of 

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00:05:11,640 --> 00:05:15,640
business. 
Key Points Automatic application

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00:05:15,720 --> 00:05:19,120
The SYSC automatically applies 
to international sales contracts

100
00:05:19,120 --> 00:05:21,160
unless the parties expressly opt
out. 

101
00:05:21,600 --> 00:05:24,320
This makes the SYSC the default 
legal framework for such 

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00:05:24,320 --> 00:05:26,440
contracts in signatory 
countries. 

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00:05:26,960 --> 00:05:29,640
International Scope. 
The SYSC is specifically 

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00:05:29,640 --> 00:05:32,840
designed for international 
transactions and does not apply 

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00:05:32,840 --> 00:05:34,960
to purely domestic sales 
contracts. 

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00:05:35,440 --> 00:05:39,080
Example AUS. 
Company contracts with a German 

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00:05:39,080 --> 00:05:42,920
supplier to purchase machinery. 
Since both the United States and

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00:05:42,920 --> 00:05:46,080
Germany are signatories to the 
sisk, the contract is governed 

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00:05:46,080 --> 00:05:49,200
by the sisk unless the parties 
explicitly opt out and choose to

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00:05:49,200 --> 00:05:52,800
be governed by another legal 
framework such as the UCC or 

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00:05:52,800 --> 00:05:56,680
German law exclusions. 
While the SISK has a broad 

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00:05:56,680 --> 00:05:59,920
scope, it does not apply to 
certain types of transactions. 

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00:06:00,440 --> 00:06:03,640
These exclusions are intended to
limit the Sisk's application to 

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00:06:03,640 --> 00:06:07,240
transactions that align with its
primary focus, international 

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00:06:07,240 --> 00:06:09,720
sales of goods. 
Key exclusions. 

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00:06:10,440 --> 00:06:12,840
Personal, family, or household 
use. 

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00:06:12,960 --> 00:06:15,760
The SISK does not apply to the 
sale of goods intended for 

118
00:06:15,760 --> 00:06:19,240
personal, family, or household 
use unless the seller knew or 

119
00:06:19,240 --> 00:06:21,680
ought to have known that the 
goods were bought for such use. 

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00:06:22,160 --> 00:06:24,640
Auctions. 
Sales conducted at auctions are 

121
00:06:24,640 --> 00:06:28,840
excluded from the SISK scope. 
Stocks, Shares, Investment 

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00:06:28,840 --> 00:06:31,040
Securities. 
The SYSC does not govern the 

123
00:06:31,040 --> 00:06:34,400
sale of stocks, shares, 
investment securities or 

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00:06:34,400 --> 00:06:37,040
negotiable instruments. 
Services. 

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00:06:37,120 --> 00:06:40,080
The SYSC is focused on the sale 
of goods and does not apply to 

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00:06:40,080 --> 00:06:42,880
contracts primarily for the 
provision of services. 

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00:06:43,360 --> 00:06:46,440
Example A. 
Consumer in the United States 

128
00:06:46,440 --> 00:06:49,880
purchases a product online from 
a foreign retailer for personal 

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00:06:49,880 --> 00:06:52,280
use. 
The transaction is not governed 

130
00:06:52,280 --> 00:06:55,560
by the SISK as it falls under 
the exclusion for goods intended

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00:06:55,560 --> 00:06:58,280
for personal, family, or 
household use. 

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00:06:58,720 --> 00:07:02,360
Key Principles of the Sisk The 
SISK is built on several key 

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00:07:02,360 --> 00:07:05,360
principles that guide the 
formation, performance, and 

134
00:07:05,360 --> 00:07:07,920
enforcement of international 
sales contracts. 

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00:07:08,360 --> 00:07:10,800
These principles are designed to
promote fairness, 

136
00:07:10,960 --> 00:07:14,120
predictability, and efficiency 
in international trade. 

137
00:07:14,560 --> 00:07:18,120
Freedom of contract The 
principle of freedom of contract

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00:07:18,120 --> 00:07:21,040
under the SYSC allows parties to
tailor their contracts to meet 

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00:07:21,040 --> 00:07:24,360
their specific needs. 
This includes the ability to opt

140
00:07:24,360 --> 00:07:27,600
out of the SYSC altogether or to
modify its provisions to suit 

141
00:07:27,600 --> 00:07:30,240
the particular circumstances of 
their transaction. 

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00:07:30,680 --> 00:07:33,440
The SYSC provides a flexible 
framework that respects the 

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00:07:33,440 --> 00:07:35,320
autonomy of the contracting 
parties. 

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00:07:35,760 --> 00:07:40,120
Key Points Party autonomy 
Parties are free to negotiate 

145
00:07:40,120 --> 00:07:43,120
the terms of their contract, 
including the choice of law and 

146
00:07:43,120 --> 00:07:46,160
the inclusion or exclusion of 
specific SYSC provisions. 

147
00:07:46,640 --> 00:07:49,960
Opt out provision Parties can 
agree to exclude the SISK from 

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00:07:49,960 --> 00:07:52,440
governing their contract and 
instead choose another. 

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00:07:52,440 --> 00:07:56,800
Legal framework example. 
Parties to an international 

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00:07:56,800 --> 00:08:00,120
sales contract agree to exclude 
the SISK and apply New York law 

151
00:08:00,120 --> 00:08:03,360
to govern their agreement. 
This is an exercise of their 

152
00:08:03,360 --> 00:08:05,120
freedom to contract under the 
SISK. 

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00:08:05,600 --> 00:08:09,320
Uniformity and Predictability 
One of the primary goals of the 

154
00:08:09,320 --> 00:08:12,240
SISK is to promote uniformity 
and predictability in 

155
00:08:12,240 --> 00:08:16,080
international sales law. 
By providing a consistent set of

156
00:08:16,080 --> 00:08:18,920
rules that apply across 
different jurisdictions, the 

157
00:08:18,920 --> 00:08:22,280
SISK reduces the risk of legal 
disputes and fosters a stable 

158
00:08:22,280 --> 00:08:24,280
environment for international 
trade. 

159
00:08:24,720 --> 00:08:29,320
Key Points Harmonized Rules The 
SISK uniform rules help to 

160
00:08:29,320 --> 00:08:32,280
mitigate the uncertainty that 
arises from differences between 

161
00:08:32,280 --> 00:08:36,520
national legal systems. 
Predictable Outcomes By adhering

162
00:08:36,520 --> 00:08:38,960
to the SISK, parties can 
anticipate the legal 

163
00:08:38,960 --> 00:08:41,799
consequences of their actions 
and avoid unexpected. 

164
00:08:41,799 --> 00:08:46,280
Legal outcomes example. 
An international buyer and 

165
00:08:46,280 --> 00:08:49,360
seller rely on the SIS clear 
rules regarding the formation of

166
00:08:49,360 --> 00:08:52,560
contracts, reducing the 
likelihood of misunderstandings 

167
00:08:52,560 --> 00:08:55,240
or disputes. 
For instance, the SISK 

168
00:08:55,240 --> 00:08:57,840
provisions on offer and 
acceptance provide a clear 

169
00:08:57,840 --> 00:09:01,280
framework for determining when a
contract is formed, contributing

170
00:09:01,280 --> 00:09:03,160
to predictability in the 
transaction. 

171
00:09:03,640 --> 00:09:07,040
Good faith The SISK imposes a 
duty of good faith in the 

172
00:09:07,040 --> 00:09:10,840
performance and enforcement of 
contracts this principle is 

173
00:09:10,840 --> 00:09:13,360
fundamental to The system 
reflects a key tenet of 

174
00:09:13,360 --> 00:09:17,080
international trade that parties
should act honestly and fairly 

175
00:09:17,080 --> 00:09:21,360
in their dealings with one 
another Key points Obligation of

176
00:09:21,360 --> 00:09:24,760
good faith the duty of good 
faith requires parties to act in

177
00:09:24,760 --> 00:09:27,520
a manner consistent with 
honesty, fairness, and 

178
00:09:27,520 --> 00:09:30,680
reasonableness. 
International standard good 

179
00:09:30,680 --> 00:09:33,200
faith is recognized as a 
universal principle that 

180
00:09:33,200 --> 00:09:35,280
underpins the integrity of 
international. 

181
00:09:35,280 --> 00:09:39,480
Trade example. 
A seller encounters unexpected 

182
00:09:39,480 --> 00:09:42,480
delays in delivering goods due 
to circumstances beyond their 

183
00:09:42,480 --> 00:09:44,720
control. 
The seller communicates 

184
00:09:44,720 --> 00:09:47,680
transparently with the buyer, 
demonstrating good faith in 

185
00:09:47,680 --> 00:09:50,760
managing the situation and 
mitigating potential disruptions

186
00:09:50,760 --> 00:09:53,960
to the contract. 
Key Differences between SISK and

187
00:09:54,040 --> 00:09:58,240
US Contract Law While the SISK 
and US contract law share many 

188
00:09:58,240 --> 00:10:01,320
similarities, there are key 
differences that parties must be

189
00:10:01,320 --> 00:10:04,000
aware of when negotiating and 
drafting international 

190
00:10:04,000 --> 00:10:06,400
contracts. 
These differences can 

191
00:10:06,400 --> 00:10:09,720
significantly impact the 
formation, interpretation, and 

192
00:10:09,720 --> 00:10:14,600
enforcement of contracts. 
One Offer and Acceptance The 

193
00:10:14,600 --> 00:10:17,520
rules governing offer and 
acceptance under the SYS differ 

194
00:10:17,520 --> 00:10:20,680
from those under U.S. law, 
particularly as outlined in the 

195
00:10:20,680 --> 00:10:26,120
Uniform Commercial Code. 
UCC SYSC Effective When received

196
00:10:26,320 --> 00:10:29,120
Under the SYSC, an offer becomes
effective when it reaches the 

197
00:10:29,120 --> 00:10:32,240
offering, and acceptance must be
communicated within the time 

198
00:10:32,240 --> 00:10:34,960
specified in the offer or within
a reasonable time. 

199
00:10:35,400 --> 00:10:38,520
This requirement emphasizes 
clear communication between the 

200
00:10:38,520 --> 00:10:41,680
parties. 
Revocation offers under the SISK

201
00:10:41,680 --> 00:10:44,520
are generally revocable until 
the offeree dispatches the 

202
00:10:44,520 --> 00:10:47,400
acceptance. 
However, if the offer states 

203
00:10:47,400 --> 00:10:50,720
that it is irrevocable, or if 
the offeree reasonably relies on

204
00:10:50,720 --> 00:10:53,480
the offer as being irrevocable, 
the offer cannot be. 

205
00:10:53,480 --> 00:10:57,760
Revoked example. 
A French company offers to sell 

206
00:10:57,760 --> 00:11:01,160
goods to a Canadian buyer. 
The offer specifies that 

207
00:11:01,160 --> 00:11:03,600
acceptance must be received 
within 10 days. 

208
00:11:04,120 --> 00:11:06,760
The Canadian buyers acceptance 
is effective when it is 

209
00:11:06,760 --> 00:11:10,040
communicated within this period 
and the contract is formed when 

210
00:11:10,040 --> 00:11:11,840
the acceptance reaches the 
offer. 

211
00:11:12,600 --> 00:11:18,040
U.S. law UCC mailbox rule. 
Under the UCC, an offer can 

212
00:11:18,040 --> 00:11:20,920
become irrevocable without 
consideration if it is made by a

213
00:11:20,920 --> 00:11:24,800
merchant in assigned writing. 
The firm offer rule Acceptance 

214
00:11:24,800 --> 00:11:27,160
can be effective when 
dispatched, meaning that the 

215
00:11:27,160 --> 00:11:30,440
contract is formed when the 
acceptance is sent, not when it 

216
00:11:30,440 --> 00:11:33,560
is received. 
The mailbox rule Irrevocable 

217
00:11:33,560 --> 00:11:36,360
Offers. 
The UCC allows for firm offers 

218
00:11:36,440 --> 00:11:39,320
where a merchant's written and 
signed offer is irrevocable for 

219
00:11:39,320 --> 00:11:42,320
a stated period or a reasonable 
time, even without 

220
00:11:42,320 --> 00:11:45,800
consideration. 
Example AUS. 

221
00:11:45,800 --> 00:11:49,000
Seller makes a firm offer to a 
buyer stating that the offer is 

222
00:11:49,000 --> 00:11:52,000
valid for 30 days. 
The buyer's acceptance is 

223
00:11:52,000 --> 00:11:55,320
effective upon dispatch even if 
it reaches the seller after the 

224
00:11:55,320 --> 00:11:58,360
30 day period, as long as it was
sent within the time frame 

225
00:11:58,360 --> 00:12:03,600
specified. 2 Mirror Image Rule 
The mirror image rule governs 

226
00:12:03,600 --> 00:12:06,520
the formation of contracts and 
the acceptance of offers. 

227
00:12:07,000 --> 00:12:10,360
Under this rule, acceptance must
exactly match the terms of the 

228
00:12:10,360 --> 00:12:13,440
offer, otherwise it may 
constitute a counter offer 

229
00:12:13,440 --> 00:12:18,160
rather than acceptance. 
Sisk relaxed approach The SISK 

230
00:12:18,160 --> 00:12:21,440
does not strictly adhere to the 
mirror image rule, allowing for 

231
00:12:21,440 --> 00:12:23,720
some modifications in the 
acceptance unless they 

232
00:12:23,720 --> 00:12:25,880
materially alter the terms of 
the offer. 

233
00:12:26,360 --> 00:12:29,680
If the modifications are minor 
and do not significantly change 

234
00:12:29,680 --> 00:12:33,040
the nature of the contract, the 
acceptance can still be valid. 

235
00:12:33,520 --> 00:12:35,960
Material alteration under the 
SYSC. 

236
00:12:35,960 --> 00:12:38,800
An acceptance that contains 
additional or different terms is

237
00:12:38,800 --> 00:12:41,760
still effective unless the 
modifications materially alter 

238
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the contract with the offer. 
Objects to the modifications 

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without undue. 
Delay example. 

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A buyer's acceptance of an offer
under the SYSC includes a minor 

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modification related to 
packaging. 

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The acceptance is valid as long 
as the modification does not 

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materially alter the contract 
and the offer does not promptly 

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object. 
U.S. law UCC Stricter 

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application The UCC follows the 
mirror image rule more closely, 

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particularly in transactions 
between merchants. 

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Any changes to the offers terms 
may constitute a counter offer 

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requiring the original offer to 
accept the new terms for a 

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contract to be formed. 
Battle of the Forms The Ucc's 

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Battle of the Forms provision 
allows for contracts to be 

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formed even if the acceptance 
contains additional or different

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00:13:27,680 --> 00:13:30,840
terms, but this often leads to a
more rigid interpretation 

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00:13:30,840 --> 00:13:33,240
compared to the SYSC. 
Example. 

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A buyer's acceptance includes a 
different delivery term. 

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00:13:37,360 --> 00:13:40,360
Under the UCC, this could be 
considered a counter offer 

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00:13:40,360 --> 00:13:43,800
rather than acceptance, meaning 
the original offer must accept 

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the new terms for a contract to 
be formed. 3 Consideration The 

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concept of consideration is a 
fundamental difference between 

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00:13:52,080 --> 00:13:55,800
the SISK and US contract law. 
Consideration refers to 

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something of value that is 
exchanged between the parties, 

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which is necessary for a 
contract to be enforceable under

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00:14:01,920 --> 00:14:05,280
U.S. law. 
Sisk no requirement for 

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00:14:05,280 --> 00:14:08,680
consideration The sisk does not 
require consideration for the 

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formation of a contract. 
The focus is on the mutual 

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00:14:11,920 --> 00:14:14,600
consent of the parties rather 
than on whether something of 

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00:14:14,600 --> 00:14:17,600
value has been exchanged. 
Mutual agreement. 

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00:14:17,800 --> 00:14:21,000
Under the sisk, a contract is 
valid as long as the parties 

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00:14:21,000 --> 00:14:23,880
have agreed to the terms without
the need to prove that each 

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00:14:23,880 --> 00:14:25,880
party has provided 
consideration. 

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00:14:26,320 --> 00:14:30,840
Example, An international sales 
contract under the sisk is valid

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even without consideration as 
long as the parties have 

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00:14:33,840 --> 00:14:37,120
mutually agreed to the terms. 
This allows for greater 

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00:14:37,120 --> 00:14:40,400
flexibility in contract 
formation compared to U.S. law. 

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00:14:41,200 --> 00:14:45,960
U.S. law Requirement for 
consideration In contrast, US 

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00:14:45,960 --> 00:14:49,080
contract law, particularly under
the common law in the UCC, 

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requires consideration. 
For a contract to be 

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enforceable, each party must 
receive something of value in 

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00:14:55,400 --> 00:14:59,360
exchange for their promise. 
Legal detriment Consideration 

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00:14:59,360 --> 00:15:02,200
can take the form of a legal 
detriment to the promisee or 

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00:15:02,200 --> 00:15:05,200
legal benefit to the promissor, 
but it must be present for the 

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00:15:05,200 --> 00:15:07,680
contract to be valid. 
Example. 

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00:15:08,480 --> 00:15:11,640
AUS court may find a contract 
unenforceable if it lacks 

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00:15:11,640 --> 00:15:14,680
consideration, even if the 
parties have otherwise agreed to

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00:15:14,680 --> 00:15:17,720
the terms. 
For example, a promise to give a

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00:15:17,720 --> 00:15:20,960
gift without receiving anything 
in return may not be enforceable

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00:15:20,960 --> 00:15:24,600
as a contract for remedies for 
breach. 

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00:15:25,080 --> 00:15:27,680
The remedies available for 
breach of contract differ 

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00:15:27,680 --> 00:15:30,680
significantly between the sisk 
and US contract law. 

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00:15:31,240 --> 00:15:34,280
These differences can affect the
options available to a party 

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00:15:34,280 --> 00:15:38,640
seeking redress for a breach. 
Sisk Broader remedies. 

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00:15:38,760 --> 00:15:41,880
The SYSC provides a range of 
remedies for breach, including 

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00:15:41,880 --> 00:15:45,320
specific performance, damages 
and price reduction. 

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00:15:45,800 --> 00:15:48,800
The availability of specific 
performance is broader under the

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00:15:48,800 --> 00:15:51,960
SYSC than under U.S. law, 
meaning that a party can often 

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00:15:51,960 --> 00:15:54,760
compel the other party to 
perform their obligations under 

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00:15:54,760 --> 00:15:57,880
the contract. 
Specific performance Under the 

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00:15:57,880 --> 00:16:01,760
sisk, a party may seek specific 
performance as a primary remedy 

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00:16:01,920 --> 00:16:05,440
unless the party has opted for 
damages or specific performance 

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00:16:05,440 --> 00:16:08,000
is incompatible with the legal 
system of the forum. 

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00:16:08,000 --> 00:16:12,120
State example. 
A buyer under the sisk may seek 

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00:16:12,120 --> 00:16:15,280
specific performance to compel 
the seller to deliver the goods,

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00:16:15,440 --> 00:16:18,400
even if damages are available as
an alternative remedy. 

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00:16:18,880 --> 00:16:21,560
This is particularly important 
in cases where the goods are 

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00:16:21,560 --> 00:16:26,800
unique or difficult to replace. 
U.S. law limited availability of

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00:16:26,800 --> 00:16:30,320
specific performance. 
U.S. law, particularly under the

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00:16:30,320 --> 00:16:33,560
UCC, typically limits the 
availability of specific 

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00:16:33,560 --> 00:16:36,080
performance to cases where the 
goods are unique or where 

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00:16:36,080 --> 00:16:39,880
monetary damages are inadequate.
This reflects a preference for 

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00:16:39,880 --> 00:16:42,160
monetary compensation rather 
than forcing. 

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00:16:42,160 --> 00:16:46,160
Performance damages. 
U.S. law primarily provides for 

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00:16:46,160 --> 00:16:49,440
damages as the remedy for 
breach, including compensatory, 

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00:16:49,600 --> 00:16:53,040
consequential, and sometimes 
punitive damages, depending on 

313
00:16:53,040 --> 00:16:55,200
the nature of the breach and the
applicable law. 

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00:16:55,680 --> 00:16:59,120
Example A. 
Buyer in the US seeking specific

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00:16:59,120 --> 00:17:02,120
performance must demonstrate 
that the goods are unique, such 

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00:17:02,120 --> 00:17:06,319
as a rare artwork, To obtain 
this remedy, in most cases, the 

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00:17:06,319 --> 00:17:09,400
buyer would be expected to seek 
damages instead of specific 

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00:17:09,400 --> 00:17:12,200
performance. 
Choice of law and jurisdiction 

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00:17:12,200 --> 00:17:16,000
and international contracts 
International contracts often 

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00:17:16,000 --> 00:17:19,560
involve complex legal questions 
regarding the applicable law and

321
00:17:19,560 --> 00:17:22,280
jurisdiction. 
These issues are critical in 

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00:17:22,280 --> 00:17:25,119
determining how disputes will be
resolved and which legal 

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00:17:25,119 --> 00:17:27,119
standards will apply to the 
contract. 

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00:17:27,599 --> 00:17:32,280
One choice of law clauses. 
A choice of law clause specifies

325
00:17:32,280 --> 00:17:34,960
which jurisdictions laws will 
govern the contract. 

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00:17:35,400 --> 00:17:38,840
This is particularly important 
in international contracts where

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00:17:38,840 --> 00:17:40,840
the parties may be from 
different countries with 

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00:17:40,840 --> 00:17:45,400
different legal systems. 
Key points Predictability A 

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00:17:45,400 --> 00:17:48,240
choice of law clause provides 
predictability by clearly 

330
00:17:48,240 --> 00:17:51,200
establishing which legal rules 
will apply to the contract. 

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00:17:51,720 --> 00:17:55,200
Flexibility Parties have the 
flexibility to choose the legal 

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00:17:55,200 --> 00:17:58,160
system that best suits their 
needs, whether it's the law of a

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00:17:58,160 --> 00:18:01,440
neutral country, the law of one 
of the party's home countries, 

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00:18:01,560 --> 00:18:03,280
or international rules such as 
the. 

335
00:18:03,280 --> 00:18:07,520
Sysc example. 
An international sales contract 

336
00:18:07,520 --> 00:18:11,000
between AUS buyer and a Japanese
seller includes a choice of law 

337
00:18:11,000 --> 00:18:13,920
clause specifying that the 
contract will be governed by New

338
00:18:13,920 --> 00:18:16,760
York law. 
This choice provides clarity and

339
00:18:16,760 --> 00:18:20,360
reduces the potential for legal 
disputes over which law applies.

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00:18:20,840 --> 00:18:25,360
2 Jurisdiction clauses A 
jurisdiction clause determines 

341
00:18:25,360 --> 00:18:27,800
which court or tribunal will 
have the authority to hear 

342
00:18:27,800 --> 00:18:29,760
disputes arising from the 
contract. 

343
00:18:30,200 --> 00:18:33,760
This can include specifying a 
particular country, state, or 

344
00:18:33,760 --> 00:18:36,400
even a specific court key 
points. 

345
00:18:37,120 --> 00:18:40,920
Forum selection The jurisdiction
clause allows parties to agree 

346
00:18:40,920 --> 00:18:44,280
in advance on the forum for 
resolving disputes, reducing the

347
00:18:44,320 --> 00:18:47,480
uncertainty and complexity of 
cross-border litigation. 

348
00:18:47,960 --> 00:18:51,600
Exclusive versus non exclusive 
jurisdiction Jurisdiction 

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00:18:51,600 --> 00:18:54,600
clauses can be exclusive, 
requiring disputes to be 

350
00:18:54,600 --> 00:18:58,720
resolved in a specific forum, or
non exclusive, allowing disputes

351
00:18:58,720 --> 00:19:01,920
to be resolved in multiple. 
Forums example. 

352
00:19:02,640 --> 00:19:05,760
The same contract between the US
buyer and Japanese seller 

353
00:19:05,760 --> 00:19:08,880
includes a jurisdiction clause 
stating that any disputes will 

354
00:19:08,880 --> 00:19:11,400
be resolved in the courts of 
Tokyo, Japan. 

355
00:19:11,840 --> 00:19:14,440
This ensures that both parties 
know where disputes will be 

356
00:19:14,440 --> 00:19:17,480
litigated, providing a degree of
certainty in the event of a 

357
00:19:17,480 --> 00:19:22,920
disagreement. 3 Arbitration 
Clauses Arbitration clauses 

358
00:19:22,920 --> 00:19:25,720
required that disputes be 
resolved through arbitration 

359
00:19:25,720 --> 00:19:28,800
rather than in court. 
Arbitration is often preferred 

360
00:19:28,800 --> 00:19:32,680
in international contracts for 
its neutrality, confidentiality 

361
00:19:32,840 --> 00:19:34,840
and enforceability across 
borders. 

362
00:19:35,320 --> 00:19:39,520
Key Points Neutrality 
Arbitration allows parties to 

363
00:19:39,520 --> 00:19:42,800
choose neutral arbitrators and a
neutral venue, avoiding 

364
00:19:42,800 --> 00:19:45,600
potential biases associated with
national courts. 

365
00:19:46,040 --> 00:19:49,240
Confidentiality Arbitration 
proceedings are typically 

366
00:19:49,240 --> 00:19:51,840
confidential, which can be 
important in protecting 

367
00:19:51,840 --> 00:19:55,080
sensitive business information. 
Enforceability. 

368
00:19:55,240 --> 00:19:57,920
Arbitral awards are generally 
easier to enforce 

369
00:19:57,920 --> 00:20:00,880
internationally than court 
judgments, particularly under 

370
00:20:00,880 --> 00:20:04,040
treaties like the New York. 
Convention example. 

371
00:20:04,760 --> 00:20:07,320
An international joint venture 
agreement includes an 

372
00:20:07,320 --> 00:20:10,640
arbitration clause requiring 
that any disputes be resolved 

373
00:20:10,640 --> 00:20:14,120
through arbitration in Geneva, 
Switzerland under the rules of 

374
00:20:14,120 --> 00:20:16,000
the International Chamber of 
Commerce. 

375
00:20:16,440 --> 00:20:19,320
This ensures a neutral and 
efficient dispute resolution 

376
00:20:19,320 --> 00:20:23,680
process for enforcement of 
international judgments. 

377
00:20:24,160 --> 00:20:27,560
Enforcing international 
judgments can be complex as not 

378
00:20:27,560 --> 00:20:30,680
all countries recognize or 
enforce foreign court decisions.

379
00:20:31,160 --> 00:20:33,960
This makes the choice of law and
jurisdiction critical in 

380
00:20:33,960 --> 00:20:38,200
international contracts. 
Challenges recognition of 

381
00:20:38,200 --> 00:20:40,840
judgments. 
Some countries may not recognize

382
00:20:40,840 --> 00:20:44,000
judgments from foreign courts, 
making it difficult to enforce a

383
00:20:44,000 --> 00:20:46,640
judgment obtained in one country
in another country. 

384
00:20:47,200 --> 00:20:50,360
Enforcement mechanisms. 
The enforceability of judgements

385
00:20:50,360 --> 00:20:53,880
often depends on international 
treaties or bilateral agreements

386
00:20:53,880 --> 00:20:56,800
between countries. 
The lack of such agreements can 

387
00:20:56,800 --> 00:20:59,760
hinder the enforcement process. 
Example. 

388
00:21:00,480 --> 00:21:03,880
A party obtains a favorable 
judgement in AUS court but faces

389
00:21:03,880 --> 00:21:06,760
challenges in enforcing it in 
another country that does not 

390
00:21:06,760 --> 00:21:10,760
recognize US judgements. 
In such cases, the party may 

391
00:21:10,760 --> 00:21:13,760
need to seek enforcement through
arbitration or pursue a new 

392
00:21:13,760 --> 00:21:15,600
legal action in the foreign 
country. 

393
00:21:16,080 --> 00:21:19,880
Conclusion Chapter 8 has 
explored the special contractual

394
00:21:19,880 --> 00:21:23,360
issues that arise in various 
types of contracts, focusing on 

395
00:21:23,360 --> 00:21:27,160
contracts for the sale of goods 
under the UCC, E contracts and 

396
00:21:27,160 --> 00:21:30,520
digital transactions, and 
international contracts governed

397
00:21:30,520 --> 00:21:33,240
by the SYSC. 
Understanding these areas is 

398
00:21:33,240 --> 00:21:35,800
essential for navigating the 
complexities of modern 

399
00:21:35,800 --> 00:21:39,280
contractual relationships, which
often involve sophisticated 

400
00:21:39,280 --> 00:21:42,640
transactions, technology, and 
cross-border elements. 

401
00:21:43,160 --> 00:21:46,440
By mastering these concepts, 
legal professionals and business

402
00:21:46,440 --> 00:21:48,440
practitioners can better manage 
risks. 

403
00:21:48,520 --> 00:21:50,840
Ensure compliance. 
And achieve successful. 

404
00:21:50,840 --> 00:21:52,920
Outcomes in their contractual 
dealings.