Group Assignment CFVG MBA Contract Drafting Assignment 2021 PDF

Preview

Summary

goood doccument to worksac...

Description

CFVG MBA Contract Drafting Assignment 2021 International Business Law- International Contracts 1. Tasks By groups draft a valid, binding contract between - Moon Over Perfume Restaurant Company (Huê, Vietnam) and Maple Leaf Sugar Company Ltd. (Vancouver, British Columbia, Canada); - Moon Over Perfume Restaurant Company (Huê, Vietnam) and L’Olive Provencale SAS (Aix-en-Provence, France). You should choose one of the contract cases. Of paramount importance is that the terms of this contract have been agreed on, and that it was fairly negotiated between the signatories: you are not trying to gain an advantage over the other party. 2. Directions You should not need more than 3 hours to complete the Assignment. Do not use internet. Copy/paste or copying contract clauses form another source besides your own ideas is cheating and will result in a mark of 0/20 for the entire group. Furthermore, it will not help you advance your understanding and comprehension. There is no right or wrong answer. The top mark will be given to the best contract(s) from the class and each other group will be marked relative to this top mark answer. Contract rules: be clear, concise, unambiguous, coherent. Lengthy contract clauses cans cause confusion, keep it short and to the point. A contract is intended to create certainty and to clarify a relationship, not to make it complicated and uncertain. Be imaginative. Use your own ideas, your imagination, be innovative. Invent any facts you would like as you are not limited to what I have indicated in the “Facts” herein… so feel free to invent any facts. Group marking. The group members all receive the same mark. Work can be typewritten (computer) or handwritten. This is NOT a negotiation as all facts are already agreed between the two parties. 3. Method As we have not yet seen all of the subtleties of international contracts the purpose of this exercise is for you to think and to brainstorm as a group on all issues which could be important in an international contract. International Law involves thinking and not mechanically following a strict set of rules.

© Arnaud Raynouard

I have given you only the basic facts so please feel free to invent any other ones you want. As a contract is a “meeting of the minds”, you can agree to anything as long as it can be legally put into a contract… and, obviously, as long as the other party freely agrees, and subject to an unambiguous clause. 4. Marking 40% of your final grade for the course. Assignment is marked relative to all other groups in Hanoi (for Hanoi students) and in Ho Chi Minh City (for Ho Chi Minh City students). 5. Facts Nguyen Nhi and her husband Nguyen Chan are owners of a restaurant in Huê called the Moon Over Perfume Restaurant (legal owner Moon Over Perfume Restaurant Company). The restaurant opened in 2014 and seats 80 people on the main floor and 100 people on the terraced first floor. It is relatively successful, but the owners feel that they need to attract more tourists. They anticipate that, if for the moment, the numbers of tourists are close to none, the flow of business should gradually pick up later in 2022 and increase steadily after. Although they acknowledge that the speed and volume of the business growth is uncertain. Before the global outbreak of the coronavirus, the Nguyen’s had organized a trip to North America and to France, to visit tourist agencies in the USA (New York, Boston, Miami), in Canada (Toronto, Montreal, Vancouver) and in France (Paris, Lyon, Aix-en-Provence and Marseille). The objective was to try to sell their restaurant as a destination for these tour groups agencies. This was very well appreciated by the tour agencies and they have all agreed to put the Moon Over Perfume Restaurant on their itinerary for their tour groups for lunch or dinner. During the visit to Vancouver, the Nguyen’s discovered Canadian maple syrup – a heavy, sugary liquid which can be used on crepes, pancakes or anything else to add taste and sweetness to the food. Canada is well-known for this product. During the visit in Marseille, they also discovered the multiple uses of olive oil in various types of recipes, including the use of olive oil to reinvent Vietnamese recipes in a “fusion cooking” trend. The South of France is famous for different types of olive oil. They brought a case of both products home and tried it at their restaurant and the local Vietnamese also loved the taste. As such they want to make additions to their menu to include this maple syrup and the olive oil –both for upcoming tourist group visit and the local residents. They contacted a Canadian producer and a French distributor to see if they could arrange a business deal. Maple Leaf Sugar Ltd. is the producer and bottler of the maple syrup they wish to purchase. They are based in Vancouver, British Columbia, Canada and were very happy to begin discussions with the Nguyen’s for an initial order. In July 2020, unable to visit Canada, they had a couple on-line Zoom meetings… each party was impressed by the quality and professionalism of the other. Both parties are agreeable to negotiating a contract for the sale of maple syrup to the restaurant.

© Arnaud Raynouard

L’Olive Provençale SAS is a bottler and distributor of olive oil that they want to purchase. They are based in Aix-en-Provence, France, and were also very happy to begin discussions with the Nguyen’s for an initial order. Here again, the initial contacts were carried out online, and they went extremely well. The owner of Maple Leaf Sugar Ltd. Deborah McMahon, initially eager to accept an invitation from the Nguyen’s to visit them in Huê, and to negotiate, draft finalize and sign the sales contract… had to postpone such a visit to whenever again possible. All had to be carried out on-line… She has substantial experience in legal matters as she was a layer before opening the maple syrup business. She is fair and trustworthy; as are the Nguyen’s. In October 2020, after a few online meetings they reached an agreement and are now preparing the contract. You are a very good acquaintance of the Nguyen’s and also attended the online negotiations; you are preparing the contract on behalf of the Nguyen’s together with McMahon and everything is going smoothly, and everything is agreed. The following are the basic facts (you may change what you like): 6a. The same can be said regarding the owner of L’olive Provencale SAS, Maximin Giono. Although he is not a former lawyer, he is accustomed to international contract drafting… and his daughter’s husband is… Vietnamese (and despite him being born and raised in France, speaks good Vietnamese). Here again, you attended the online negotiations; you are preparing the contract on behalf of the Nguyen’s together with Giono and everything is going smoothly, and everything is agreed. The following are the basic facts (you may change what you like): 6b.

6. Facts – Contract Areas Agreement a. The Maple syrup sale •

Moon Over Perfume Restaurant will buy 500 half-liter bottles of maple syrup from Maple Leaf;

•

Maple leaf has 3 different lines of maple syrup based on quality: o Prestige: top of the line costing 20 CAD per bottle retail; o Sugar Loaf: medium quality but still upper-end costing 10 CAD per bottle retail; o Premier: low-end and cut with water costing 4 CAD per bottle retail.

•

Moon Over Perfume Restaurant will buy the Sugar Loaf line. The price for this order is your group’s decision but it will be less than the retail cost;

•

Both parties have agreed that the maple syrup containers will be transparent glass bottles so the consumer can see the actual syrup. Generally, the Sugar Loaf line comes in white bottles but both parties have agreed to transparent bottles;

•

It is very important that the labelling include “Product of Canada” to highlight the origin of the syrup;

© Arnaud Raynouard

•

Moon Over Perfume Restaurant needs the product by April 2022, as tourist season, in normal times, begins in mid-April. A late delivery could cause harm to the restaurant as the new menu will be printed in advance specifying the inclusion of meals and desserts with the maple syrup. But regarding the actual situation, worldwide, both parties agree that a partial delivery would not be problematic, if the rest is delivered before August 2022;

•

The product will need to be inspected and approved for entry upon arrival in Vietnam by the relevant Vietnamese health and safety inspectors. As well, Moon Over Perfume Restaurant will need to approve the quality of the product.

•

Other facts are to be decided by your group. Remember you must include all, some or more of the following in your contract: price, quality approval, description of the product, amount of the product, packaging, delivery, transportation, inspection, insurance, incoterms or time for change of ownership/responsibility, appropriate law, appropriate jurisdiction, dispute resolution, late delivery, penalties, interest, failure to deliver… etc.

b. The olive oil sale. •

Moon Over Perfume Restaurant will buy 400 one liter bottles of olive oil from L’olive Provençale;

•

L’Olive Provençale has different lines of olive oil based on origin and varieties: o Italian olive: § Toscano IGP, 10 euros/liter retail; § Umbria DOP, 18 euros/liter retail; § Lametia DOP, 20 euros/liter retail; o French olive: § Aglandau/Cayanne, 16 euros/liter retail; § Picholine, 20 euros/liter retail; § Tanche, 18 euros/liter retail;

•

Moon Over Perfume Restaurant will buy a combination of Italian Toscano IGP and the French olive oil Aglandau/Cayanne, also known as Huile d’olive de Provence. The price for this order is your group’s decision but it will be less than the retail cost;

•

Both parties have agreed that the olive oil containers will be o Transparent glass bottles for the Huile d’olive de Provence so the consumer can see the actual oil, o Metal can for the Toscano IGP. Generally, the olive oils comes in metal cans but both parties have agreed to transparent bottles for the French olive oil;

•

It is very important that the labelling include “Product of Provence, France” to highlight the origin of the oil;

•

Moon Over Perfume Restaurant needs the product by April 2022, as tourist season, in normal times, begins in mid-April. A late delivery could cause harm to the restaurant, as the new menu will be printed in advance specifying the inclusion of meals and desserts with the olive oil. But regarding the actual situation, worldwide,

© Arnaud Raynouard

both parties agree that a partial delivery would not be problematic, if the rest is delivered before August 2022; •

The product will need to be inspected and approved for entry upon arrival in Vietnam by the relevant Vietnamese health and safety inspectors. As well, Moon Over Perfume Restaurant will need to approve the quality of the product.

•

Other facts are to be decided by your group. Remember you must include all, some or more of the following in your contract: price, quality approval, description of the product, amount of the product, packaging, delivery, transportation, inspection, insurance, incoterms or time for change of ownership/responsibility, appropriate law, appropriate jurisdiction, dispute resolution, late delivery, penalties, interest, failure to deliver… etc.

© Arnaud Raynouard...