How to Draft a Contract in 3 Easy Steps
Drafting “legal” clauses in commercial contracts
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Foreign companies doing business in the United States often consider using the same contract templates as in other Western countries, especially those governed by the Common Law system, given that, due to historical and political ties between the USA and the United Kingdom, the American legal system is based on the British Common Law System. Related to exclusive distribution agreements, there are some exceptions such as the states of Louisiana and Wisconsin and the associated state of Puerto Rico, which have statutes strongly protective of local distributors. Nevertheless, English and American law have some important differences, especially with regard to business contracts. Although both countries share the common root of the Common Law, its evolution has been different and because of that, certain legal and jurisprudential developments have appeared in the United States. Perhaps the greatest difference is the absence of English law, of an implied duty of good faith when negotiating a contract. This duty, however, does exist in American law, which is aligned, in this sense, with most European legal systems, such as the French or Spanish systems, even with other systems of the Common Law and the Australian system, which do require bargaining in good faith by the parties and, therefore, the obligation to maintain confidentiality, or the transparent use of information and the responsibility for a sharp break from negotiations. In commercial relations between foreign companies and US companies, it is usually the American company which takes the initiative to draw up contracts, which, therefore, should be adapted to US practice and laws.
Drafting and Negotiating Commercial Contracts, Fourth Edition is the 'one-stop- shop' for practical contractual matters, making it essential reading for.
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