International Sales Law and Practice

Author: Michael Bridge
Publisher:
Publish Date: 2004-01-01
Features: This book is a specialized work on the relevant laws and practices of international goods sales. It focuses on all key aspects of international commodity sales, including FOB and CIF contracts, import and export licenses, contract frustration and risk, breach termination, and damages. A major feature of this book is its in-depth and comprehensive analysis of the principles in standardized contracts issued by trade organizations such as GAFTA and FOSFA. The book also provides a detailed introduction to recent developments in the law of goods sales, such as the 1992 Carriage of Goods by Sea Act and the 1995 Sale of Goods Act. Additionally, it offers a thorough analysis of the United Nations Convention on Contracts for the International Sale of Goods.
Highlights of the Book:
· Authoritative Author – Michael Bridge, a renowned professor in the UK and an authority on international goods sales law.
· Broad Coverage – Encompasses all aspects of international goods sales law, from theory to practice, from domestic law to international conventions.
· Extensive Case Studies – The book references over a hundred classic cases in goods sales.
· In-depth Analysis – It examines the hotly debated issues in international goods sales law, evaluating mainstream views while also presenting the author's own perspectives.
The book discusses the legal and practical aspects of international goods sales contracts in litigation and arbitration in the UK, assuming that English law is the governing law of the contract. Most reported cases are related to contracts drafted under standard-form agreements, where English law is chosen as the governing law. Therefore, the issue of legal choice is merely touched upon. Readers can refer to standard textbooks on conflict of laws for further information.
A prominent feature of English law in international sales is that reported cases almost always arise from commodity sales transactions where performance does not take place in the UK and often involve parties with no obvious connection to the UK. In recent decades, with cross-Atlantic commodity trade increasingly concentrated on large bulk carriers (designed to exploit the economic advantages of such transactions), the volume of goods involved has risen significantly. Large quantities of bulk goods are split in a few Nordic ports and shipped to other destinations. These ports are capable of accommodating these bulk carriers. These developments have had a significant impact on the role of law in two areas.
First, the practice of delaying the transfer of ownership to the end buyer until payment has been made has meant that the end buyer may be unable to sue the carrier for breach of the carriage contract under the 1855 Bills of Lading Act. This also means that the end buyer bears the risk of their seller (or other upstream sellers in the supply chain) going bankrupt, as the security typically associated with cash-on-delivery transactions is lost. In response to such challenges, the 1992 Carriage of Goods by Sea Act and the 1995 Sale of Goods (Amendment) Act were enacted.
Second, recent cases have raised certain issues arising from the intersection of voyage charterparty (whether signed by an FOB buyer or a CIF seller) and a contract for the sale of goods. Sales contracts and charterparty agreements have become increasingly intertwined. Until recently, most lawsuits involved contracts for the sale of dry goods, primarily wheat, sugar, soybeans, and edible oils, mainly used in the animal feed industry. One notable feature of these contracts is that they are based on standard-form agreements from trade associations composed of members with diverse interests.
Recently, standard-form contracts for oil have drawn more attention. The standard contracts published by major oil companies have not yet benefited from the advantages gained by standard-form contracts for dry goods, which have been in long-term use. The oil industry example has revealed significant differences between the characteristics of dry goods contracts and those of oil or wet goods contracts.
For a long time, lawyers generally believed that contracts were atomistic, bilateral relationships, a view that is incorrect, especially in the context of international sales. Chain trading (serial trading) is a general feature of commodity contracts. This means the interrelationships among different parties in the supply chain. It also highlights the role of intermediate parties in the supply chain, who have no substantial interest in the destination of the goods and engage in transactions similar to those involving abstract commodities traded in financial derivative markets by merchants or investors. This phenomenon greatly affects the application of well-known contract dispute principles. Along with the focus on the use of standard-form contracts and the financial context of actual or forward delivery transactions, these are distinctive features of the book.
The law of international sales is an interpretive law that evolves through extensive case studies. Principles are almost always general. In this book, I do not elaborate on the general rules and principles of sales law, which are more naturally explained in general textbooks, such as my own Sale of Goods (Clarendon, Oxford, 1997). For example, Chapter 11 only briefly mentions implied terms. Implied terms play a minor role in reported cases of international sales. Additionally, Chapter 10 analyzes ownership and risk transfer from the perspective of the of commodity sales.
As the book focuses on commodity sales, it does not provide an extended discussion of Incoterms 1990, which sometimes appear in oil (but not dry goods) contracts but play a minor role. However, the book still frequently references Incoterms 1990. Although the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) is unlikely to play a significant role in commodity contracts, it will still be very important for non-commodity international sales involving UK parties, especially if the UK joins the 50 to 60 countries that have already adopted the CISG. Therefore, the International Sales Convention is a comprehensive and detailed topic discussed in Chapters 2 and 3. Chapter 2 provides an in-depth study of general principles, while Chapter 3 analyzes the features of the International Sales Convention that are particularly important for UK lawyers.
This book combines theory with practice, interpreting various fundamental systems and doctrines in international sales law through numerous cases, and solving potential challenges from both legal and practical perspectives. It will be beneficial for legal professionals, traders, and readers aspiring to study and research international commercial law.