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Common law contract law has become the common denominator relied on in international agreements between businesses operating in different jurisdictions. In much the same way, English appears to have become the default language of choice for such contracts.
Frequently non-Anglophone lawyers agree to subject their contracts to the law of a common law jusrisdiction knowing little of either the law applicable to their agreement or the subtilities of the English language in which it is drafted. This places practitioners in an unenviable situation as ultimately they are being asked to approve contracts that they may not completely understand and the legal effects of which they might not fully appreciate.
Relying primarily on the UK contract law model, whilst also drawing on US contract law principles, the book seeks to explain the character of common law contract law today and the principles relied on in Anglo-Saxon contract drafting.
Set out over eleven chapters, each divided into two sections, discussing both contract law and contract law drafting, the book outlines:
- How contracts are formed in the common law world and the status of negotiation documents such as letters of intent;
- The importance of different terms relied on in contracts;
- When and how responsibility can be excluded under contract;
- The role of misrepresentation, mistake and other vitiating factors;
- Discharge of contract and the notion of hardship; and finally
- The remedies available to parties under the common law.
The book also sets out all the different clauses contained in contracts, tips as to how specific clauses should be drafted and discusses more general issues such as:
- The notion of best efforts;
- Legalese and legalistic terminology;
- The role of boilerplate clauses;
- The significance of reasonableness and materiality clauses etc.
The book should be used by either students at postgraduate level or practising lawyers seeking to understand, not just common law contract law but also the manner in which common law contracts are drafted.
Written in English in a clear accessible style, providing the reader with both own language equivalent vocabulary and own language contract law clauses, the book represents an invaluable tool for any lawyer or student working or hoping to work in the area of international contracts.