Choice of Law and the CISG
Last week, I wrote about a New York case in which the court and the litigants failed to recognize the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG). In today’s post, I discuss a case decided by a federal court in Rhode Island, Chilean Sea Bass Inc. v….
Continue ReadingOverlooking the CISG
The United Nations Convention on Contracts for the International Sale of Goods (CISG) entered into force in 1988. Its stated goal is to harmonize the law of sales across many different countries, thereby making it unnecessary for courts in these countries to perform a choice-of-law analysis when the dispute involves an international sales contract. The…
Continue ReadingMicrosoft’s Dispute Resolution Provisions Are (Still) a Mess
Exactly one year ago today, I authored a post titled “Microsoft’s Dispute Resolution Provisions Are a Mess.” In it, I argued that the “Jurisdiction and Governing Law” clause in the form purchase order used by Microsoft and its subsidiaries in 109 countries around the world was “incoherent.” My goal is writing the post was to…
Continue ReadingUnilateral Choice-of-Law Clauses
Over the past decade, so-called “unilateral” or “asymmetric” forum selection clauses have attracted a lot of attention. A unilateral forum selection clause does not name a court in which to resolve disputes at the time of signing. Instead, it gives one contracting party the right to unilaterally select a court after the dispute arises. In…
Continue ReadingAnti-Comity and N.Y. General Obligations Law 5-1401
Not many statutes can fairly be described as bruisers. Section 5-1401 of New York General Obligations Law is an exception. In the immortal words of The Bachelor: “Section 5-1401 didn’t come here to make friends.” The purpose of Section 5-1401 is to generate business for New York lawyers and maintain New York’s status as a…
Continue ReadingBread and Butter
There is a tendency when blogging to focus on cases that that are (1) important, (2) novel, (3) strange, or (4) wrong. These are the sorts of cases that most people—and, candidly, the TLB editors—find to be most interesting. (My colleague Bill Dodge may be an exception.) Every now and then, however, it is useful…
Continue ReadingThe Easy Way and the Hard Way
In the law, there are often two paths to a given destination. There is the easy way. And there is the hard way. In a recent New Jersey case involving a forum selection clause, the plaintiff was ultimately successful in defeating the defendant’s motion to dismiss. But man, oh man… did the plaintiff do it…
Continue ReadingThe Sixth Circuit Tackles Forum Selection Clauses
When U.S. judges fight about forum selection clauses, they tend to fight about one of two things. First, they fight about whether a federal court sitting in diversity should apply state or federal law to determine whether a clause is valid and enforceable. Second, they fight about whether a non-signatory may be bound by a…
Continue ReadingRethinking the Internal Affairs Rule
The internal affairs rule posits that a court should generally apply the law of the state in which an entity is incorporated to resolve questions relating to that entity’s internal affairs. These affairs encompass such matters as the election of directors, the rights of shareholders, and the fiduciary duties owed to shareholders. In a trio…
Continue ReadingTLB Turns Two!
Two years ago today, we launched the Transnational Litigation Blog in hopes of building a community of practitioners, academics, and students similarly interested in these fascinating and important issues. We are grateful to all of our readers, and we are especially grateful to the 91 authors (in addition to the five of us) who have…
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