International Business Contracting

International Business Contracting is designed to teach business and law students how international business contracts are structured and drafted. After several introductory chapters on international business, legal issues, and contract law, the material walks the reader through a series of agreements between two fictional companies—one an American company, the other a business located in a European civil law country. The transactions begin with a sale of goods and then progress to international distribution arrangements, a joint venture, a stock acquisition, and a secured commercial loan. Each chapter opens with a description of the new arrangement between the two parties, followed by a form of contract for their business deal, a point-by-point critique of the contract, and an examination of relevant business and legal issues.

While the typical textbook in this field emphasizes theoretical analysis, International Business Contracting takes a highly innovative approach by showing how a commercial relationship is put into writing. In an ideal situation a business contract will reflect the intentions of the parties, allowing them to carry out their activities while protecting them against business and legal risks. If poorly drafted, however, an agreement may create confusion and unnecessary problems. The book explores what constitutes good drafting, often by showing imprecise or ambiguous clauses. Standard contract provisions, referred to as "boilerplate," are examined in detail.

In addition to analysis, the book offers negotiation and drafting exercises, so the student can gain "hands-on" experience in how international business executives and lawyers carry out their work. The textbook is designed to permit professors in different departments or universities—even in different countries—to offer parallel courses, with teams of students negotiating with counterpart teams via videoconference. The teacher's manual offers guidance as to how such coordinated courses can be structured, along with sample syllabi and class notes.

"The materials included in both the International Business Contracting book and the Teacher's Manual are highly innovative and particularly suitable for modern legal teaching methods. The text clearly benefits from the authors' rich experience in academia and in legal practice. The sequence of chapters, like the approach of their contents, enables the reader or student to develop varying skills, including a better knowledge of a sophisticated and diverse area of law, case analysis, negotiation and drafting abilities. This is in my view a good example of how legal training and learning will be approached in the near future, in a global and delocalized world." — Manuel Alba, Associate Professor of Commercial Law, Carlos III University of Madrid (Spain)

"This comprehensive set of materials, developed and refined by Steve Sieberson and Bruce King over many years of teaching, represents a great step forward for the field of International Business Contracting. Fourteen years ago, I was fortunate to have Steve as my collaborator when we established an International Contracting course linking students at the University of Tokyo and the University of Washington. With the publication of this book, students and teachers across the U.S. and the world will be able to benefit, just as my students and I have." — Daniel H. Foote, Professor of Law, The University of Tokyo and The University of Washington

"International Business Contracting is a unique entry into the rather crowded field of texts related to International Business Transactions courses. In addition to the standard material on the law affecting international business relationships, IBC provides a thorough analysis of, and well-designed negotiation and drafting exercises related to, contracts that document these business relationships, such as a sale of goods, an international distribution arrangement, a joint venture, a stock acquisition, and a secured commercial loan. Intended for use in both law and business curricula and as both a primary text for IBT or as a text for a stand-alone IBC course, the text allows law and business students to develop highly desirable practice-related competencies, while the Teacher's Manual contains suggestions for syllabi, detailed class coverage, and innovative collaborative opportunities as well as commentary by two experts in the field." — Becky L. Jacobs, Professor of Law, University of Tennessee College of Law