Newly Edited International Business Law (21st Century International Economy and Trade Series Textbooks)

Author: Cao Zuping (Editor)
Publisher:
Publish Date: 2004-10-01
Features: International commercial law is continuously evolving alongside the development of international economic and trade activities. Since the 1990s, the characteristics of international economic integration, regional economic blocs, knowledge-based economic development, and the electronicization of international business have led to profound changes in many aspects of international commercial law. In light of this, to meet the new teaching needs of international commercial law, we have revised and rewritten this textbook. Here are two points of explanation.
1. On the System of International Commercial Law
International commercial law covers a broad scope, encompassing contract law, the law of sales of goods, product liability law, agency law, commercial organization law, negotiable instruments law, transportation law, insurance law, intellectual property protection law, and commercial arbitration law, among others. Each of these "laws" can be studied as an independent discipline. In practice, some have already been separated into specialized fields, such as transportation and insurance. Additionally, international commercial law intersects with the content of other disciplines, such as international sales law, international transportation and insurance law, international technology transfer law, and international commercial arbitration law, which share similarities with international trade law, international economic law, and private international law. Furthermore, with the rapid development of international economic and trade activities, especially the emergence of e-commerce, traditional international commercial law contract law has become inadequate in adapting to changing circumstances. Based on these considerations, this textbook includes the following nine chapters:
Chapter 1: Introduction to International Commercial Law
Briefly introduces the sources of international commercial law and its relationship with related legal systems, the general characteristics and differences between the civil law and common law systems, and the principles of international commercial law.
Chapter 2: Commercial Organization Law
Primarily introduces matters related to company law, including the procedures for company formation, capital raising, forms of business organization, management structures, and legal provisions concerning mergers and acquisitions, as well as liquidation.
Chapter 3: Contract Law
Briefly introduces, from a legal perspective, the conditions for contract formation, the performance of contracts, and remedies for breach of contract under both civil law and common law systems.
Chapter 4: International Sales Contract Law
Further introduces, from the perspective of international trade, the conditions for contract formation, the performance of contracts, remedies for breach of contract, and legal provisions concerning the transfer of ownership and risk of goods under both civil law and common law systems.
Chapter 5: Product Liability Law
Primarily introduces the theories and legal provisions regarding product liability in the United States and Western European countries.
Chapter 6: Agency Law
Primarily introduces the civil law and common law provisions concerning the creation, types, and internal and external relationships of agency.
Chapter 7: Negotiable Instruments Law
Introduces the legal provisions of the two legal systems related to the circulation of negotiable instruments, with a focus on the different legal provisions concerning bills of exchange.
Chapter 8: Intellectual Property Protection Law
Introduces the legal provisions of various countries concerning trademark law, patent law, and copyright law, as well as the new provisions of WIPO.
Chapter 9: International Commercial Arbitration Law
Primarily introduces the arbitration agreements and clauses, arbitration institutions and procedures, and legal provisions concerning the enforcement of arbitration awards related to international commercial arbitration.
To date, there is no universally recognized unified system for international commercial law, and different editions of textbooks vary in their focus and content. Therefore, the system of international commercial law requires further research and standardization, and the content included needs to be improved and clarified.
2. On the Research Methods of International Commercial Law
Studying international commercial law requires a solid foundation in civil and commercial law, as well as in the theory and practice of international trade. At the same time, mastering the necessary research methods is essential. These methods include:
(1) Historical Context
From the perspective of the superstructure and economic base, as a legal superstructure, the development of law is based on the economic base, and continuous economic development has made the existing legal system inadequate, necessitating supplementation and development, thereby giving rise to new legal departments. International commercial law was established and has continued to evolve as human production reached a certain stage, with international economic and trade exchanges becoming increasingly frequent and in-depth. When studying international commercial law, it is essential to conduct a historical examination of its origins and development to understand its developmental patterns. Since the 1990s, many aspects of international commercial law have undergone significant changes, greatly enriching its content, with contract law being particularly notable. This involves a series of legal issues that require corresponding legal adjustments and regulations.
Secondly, some concepts in international commercial law may be considered "outdated," such as "consideration." However, consideration played a very important role in history and is indispensable in contract law literature. Therefore, understanding consideration is key to understanding the basic historical context of contract law.
Lastly, China's contract law has also undergone significant changes, with the new contract law replacing the old one. However, it is also important to have some understanding of the old contract law, as it was a product of its historical context and served a significant role at the time.
(2) Comparative Analysis
International commercial law is a specialized legal course whose primary task is to use comparative law to introduce the two legal systems of the West—the civil law system and the common law system—along with the legal provisions concerning commercial matters in both systems, as well as international conventions and trade customs related to international economic and trade activities. Through this course, students can understand and master the basic legal knowledge required for engaging in international economic and trade activities.
International commercial law employs comparative law, which involves comparing the similarities and differences in laws across countries. Overall, due to differences in history and culture, civil law and common law are two distinct legal systems in the West, and their legal provisions in many aspects of international commercial law differ, with more differences than similarities. However, when it comes to specific issues, this is not absolute. Specific issues must be analyzed individually, as there are often similarities within differences and differences within similarities. For example, in the timing of the effectiveness of an offer, France (a civil law country) and Germany (another civil law country) do not agree, but both align with common law. Conversely, within common law, the United States and the United Kingdom may also differ in certain aspects, such as the transfer of ownership and risk of goods.
If students can pay attention to summarizing and these similarities within differences and differences within similarities during their studies, they will gain a deeper understanding of the essence of international commercial law.
In simple terms, when engaging in foreign economic and trade activities, it is inevitable to encounter various legal issues, such as what remedies are available when one party breaches a contract, when the ownership and risk of goods transfer, and how to handle forged endorsements of bills of exchange.
On one hand, each country has corresponding laws to regulate these issues. On the other hand, there are also relevant international conventions and trade customs that provide regulations. All of this content is essential to learn and master.
(3) Connecting with Reality
This course is a foundational one, with the teaching objective being the study and mastery of basic knowledge related to international commercial law, i.e., fundamental legal provisions or statutes, rather than case analysis. The reason is straightforward and easily understood: case analysis involves basic professional knowledge of civil and commercial law. Practical experience has shown that case analysis without this basic knowledge clearly exceeds the scope of this course, either distracting from the main objective or leading to hasty and ineffective results.
However, not focusing on case analysis does not mean avoiding it entirely. If some appropriate case analyses are conducted in connection with reality, it can help in understanding the course material. At the same time, students should consciously apply the knowledge they have learned to real-life situations, such as the various issues related to contract law that are frequently reported in the media. By doing so, they can think and analyze independently and achieve meaningful results.
(4) Development and Change
Since the 1990s, international commercial law has undergone significant changes in both content and form, affecting almost every chapter of this book. International mergers and acquisitions have increased the influence of multinational corporations, prompting the need for necessary control and regulation, which has now been placed on the agenda of the WTO. E-commerce and online transactions are changing traditional contract law, the law of sales of goods, agency law, and negotiable instruments law. Traditional product liability law, which only covered the production and sale of products, has been expanded by Western developed countries to include product recovery (primarily for electrical and electronic products) due to growing environmental awareness. U.S. federal court decisions on e-commerce-related trademark law, patent law, and copyright law have established important rules and methods. These developments are worth noting and must be continuously tracked and studied to keep pace with the new developments and changes in international commercial law.
The purpose of this textbook is to provide a basic discussion of the main content of international commercial law, enabling students to understand its fundamental concepts and legal provisions, and laying a foundation for further study of international commercial law.
There are two fundamental objectives in studying international commercial law:
(1) For those studying international economic and trade majors or related knowledge, it is not only necessary to understand the basic theories of international economic and trade but also to be familiar with China's policies, measures, and import/export business related to foreign economic and trade. Additionally, it is essential to have a basic understanding of international commercial law to adapt to the "rules of the game" under the legal framework after China's entry into the WTO, and to more consciously use legal means to protect its own interests.
(2) Since international commercial law is a comparative law course, comparison is essential for differentiation, and differentiation is necessary for selection. That is, learning and foreign law is to supplement and improve China's legal system and to quickly align with international laws and regulations to facilitate reform, opening up, and economic development.
It must be emphasized that the compilation of this book is based on existing domestic research achievements and represents a kind of "renovation": the framework remains unchanged, the house is still there, but the doors, windows, bricks, and floors are torn down and rebuilt, repainted, and given a fresh look. In other words, this book is a comprehensive and complementary product of domestic textbooks and publications with distinctive features. These sources are listed in the "Main Reference Books" at the end of each chapter.
The main "renovation" work of this book focuses on keeping the content up-to-date: appropriately adjusting some traditional chapters, further elaborating on key and difficult points, supplementing and updating several areas that have developed and changed, and adding new content related to China's legislation to each chapter.