B LAW 341

BUSINESS
LAW I
SECTION 005
Basic
INTRODUCTION TO
CONTRACTS,
International
LIABILITY ISSUES &
Law Structure;
INTELLECTUAL
Westminster
INTERNATIONAL LAW
Connections
Trade (importing or exporting)
Investment (production, mergers)
Access remote resources (licensing, outsourcing
intellectual capital)
What rules apply?
How do you enforce them?

2017 Daniel R. Cahoy

TOPIC OUTLINE
I. International Law
A. Basic Framework
B. Trade Rules
C. Human Rights and Sustainability

2017 Daniel R. Cahoy

IN THE NEWS
Since last year the US government is more against integrational trade.
American first trade policy: make sure American workers get fairly treated first
Trump commented publicly that NASTO has been an unbeneficial policy.
North American free trade agreement: trump tried to renegotiate NAFTA,
Canada, Mexico and US since 1994

2017 Daniel R. Cahoy

IN THE NEWS
Is our place in the global community setting shifting?
America First Trade Policy
Intent to renegotiate NAFTA
Impact likely smaller than originally planned
Follows US abandonment of TPP
Joining other nations in retrenchment from global trade
Brexit
Why?
Employment rate: protect local workers
Production costs: tax and labor costs
Production shifts to the least cost, the reality is perhaps automation
We are in the cyclical cycle:

2017 Daniel R. Cahoy

 ri ty then
u thooals, ident
o n A g res
n P
INTERNATIONAL LEGAL ENVIRONMENT m
ti t i
o tia hen o
Pro eg te w
o
National Legal Systems de t s n vo
Tra s se own igns
Doing business in other countries subjects you to their laws res or d s
o ng up
Bilateral treaties C es
v gi
Bind members with specific guarantees
More focus on bilateral agreement rather than global agreement
Our interests is better served in a bilateral than global agreement
Bilateral Investment Treaties (BITs)
Give the abilities for investor to sue another country
Multilateral treaties
Congressional-executive agreements
NAFTA, EU, TPP (failed)
Treaties with more than 2 countries
EU: has been the most successful multilateral treaties
Goal: to reduce trade barriers
International Treaties and declarations
Treaties are binding among signatories(countries)
Self-executing vs. non-self executing
Declarations are aspirational
Customary international law:
Values/principles that we are all share/ recognized as binding world-atlas.us

Like tortures is wrong, killing ur citizens outisde of trial

2017 Daniel R. Cahoy

 QUICK NOTE: WITHDRAWING FROM A
TRADE
All tradeAGREMENT
agreement's have provisions for
withdrawal
Probably can be done by the president unilaterally
But congress must bed involved in undoing
implementing legislation

2017 Daniel R. Cahoy

INTERNATIONAL LEGAL ENVIRONMENT: PRIVATE
ACTIONS
Arrangements between one or more parties that govern trade and other
rights
Often by contract
Promises or commitments made to stakeholders
E.g., Codes of conduct
Private arrangements can be wide-reaching
May be more important in practice than binding international law rules
Private action may be the best way to create social change
50% of the 100 largest economic entities are companies

For the industries get together,

The garment factory collapse in bangedash
Have the minimum standards that has to be met rather than pulling out immediately
from Bangedash since it harms the local employment rate

2017 Daniel R. Cahoy

EXAMPLE: CONTRACTS
Convention on Contracts for the International Sale of Goods
Self-executing(it is the law in the US) treaty signed in 1980s
Ratified by 84 countries as of 2016
Determines default rules for international contracts
Goods sold between two members of the CISG, automatic laws
Similar to Uniform Commercial Code
Can (and should) be overridden by party needs
Choice of forum
Where will dispute be litigated
Choice of Law
What law dictates interpretation and application
Sellers place of business as default
Arbitration agreements
Better ways to address, rather than bring in an international plantiff to a
local court

2017 Daniel R. Cahoy

 INTERNATIONAL ENFORCEMENT MECHANISMS
State non-compliance
In some cases, sovereigns can be sued by private parties
BITs and investors; NAFTA arbitration panels
A company sue a country for violating provisions
Tobacco companies sue Australian for stealing our design of package
Get addressed for the property that is stolen
International Fora for Dispute Resolution
WTO Dispute Settlement Body
Countries sue each other
Hear cases between countries, violate WTO agreement
How do u enforce the result? WTO keep trade barriers low, if a country lose, the other country can raise tariff on
your products
International Court of Justice(Netherland)
The US become part of it when they likes it, when it is in its benefits
The only time it has powers is when the country gives its power
It doesn'tt have much amount of power

Individual non-compliance(upset with a companyin another country )

National court system
Self-executed or enacted laws
International Arbitration(company-to-company disbute)
ICANN(international trademarket artbitration pannel) dispute resolution
Sort it out

2017 Daniel R. Cahoy

GETTING ALONG
Comity(courtesy and considerate behavior toward others)
Deference to the laws and judicial decisions of another country
Enforcing judgments
But not contrary to U.S. law & policy
Cannot enforced in the US coz it might violate the freedom of speech
Even if there is a judgement against the Nazi group
Sovereign Immunity
Foreign nations immune from suit in US
Foreign Sovereign Immunities Act (FSI)
the immunities of a foreign country, doesnt have a jurisdiction
Foreign governments own a company, that company harms you in the US, government-
owned company
Commercial or tortious acts in U.S.
If a country engage in a .., they can be sued in the US
Owns a company or act in other commercial ways, cant sue for public acts
Not public acts
Waiver of immunity
We,countries, will defend ourselves coz we know we will win
Note that doctrine partially applies to states
Constitutions 11th Amendment

2017 Daniel R. Cahoy

OBB V. SACHS (2015)
California Resident Carol Sachs purchases a Eurail pass from Mass. travel agent in 2007
For travel on OBB in Austria
OBB is owned by Austrian government
Fell on tracks in Austria and suffered crushed legs
Sued OBB for negligence in California
OBB claims not subject to U.S. jurisdiction
Court
Foreign Sovereign Immunities Act has commercial activity exception
Commercial activity must be based upon activity carried on in U.S.
Must look at core of plaintiffs case
Only possibly relevant activity is sale of ticket
Allegedly wrongful conduct took place in Austria
No jurisdiction for Sachs case

RMK:
She has a complaint on the defective of the platform not the tickets(commercial activity in the US )
She can sue it in the Austria but not the US
States in US have foreign immunities in the fed court, cant sue PA in the federal court

2017 Daniel R. Cahoy

INTERNATIONAL TRADE REGULATION
Progression of trade leads to more regulation to facilitate
Risks from failing to consider that another jurisdictions law may be in play
Risks from differences between countries
How to resolve
General Agreement on Tariffs and Trade (GATT)
Signed in 1948 and revised several times
1994 revision led to World Trade Organization
Open trade and reduce protectionism
Nondiscrimination between countries
Everyone gets national treatment
The amount of taxes in the US firms is same as that of other firms
Goals: we dont try to harm the rest of the world while protecting of local regulation
Reduce tariffs (taxes on imports) and other barriers
Protect intellectual property (as of 1994)

2017 Daniel R. Cahoy

INTERNATIONAL ORGANIZATIONS
IMPACTING
United Nations
TRADE
Includes agencies that impact trade
International Monetary Fund (currency stability)
World Bank (loans to developing countries)
Food and Agriculture Organization
Organization for Economic Cooperation and Development (OECD)
Funded by 34 industrialized economies
24% of budget from US
Provides insight on economic conditions
Recommends policy
They have quite a lot of power
World Trade Organization established by GATT 1994
159 member
Power to amend through Ministerial Conference
Dispute Settlement Body

2017 Daniel R. Cahoy

US -COOL (DS384,386)
The Agricultural Marketing Act of 1946 required Country of Origin Labeling
(COOL) for beef and pork
Canada and Mexico complain that it disadvantages foreign meat
Supermarkets will then only sell US meats , then they do not need to label
Easier for U.S. distributors to always use U.S. beef and pork
Allegedly violates Treaties
GATT, Technical Barriers to Trade (TBT), and Rules of Origin
WTO Dispute Settlement Body (DSB)
U.S. labeling laws have a detrimental effect on imported livestock
U.S. had time to fix during appeal
Not sufficient
Mexico and Canada can impose $1 billion in tariffs against U.S. exports
But then the US changes the rule so it doesnt hurt others

2017 Daniel R. Cahoy

 2017 Daniel R. Cahoy
HUMAN RIGHTS RULES
Human Rights Framework
Universal Declaration of Human Rights (1948)(Bill of human rights)
Aspirational declaration(goals) but not binding but not actual plan
US is a signatory
No one is agreed to do anything about it
International Covenant on Civil and Political Rights (1966)
Liberty, security, due process
US has ratified and signed
Our constituent bill of rights, provide protection against the government,
like being jailed without process/trials
Liberty: the pursuit of happiness
Non-self executing: haven't executed laws to impose it
International Covenant on Economic, Social and Cultural Rights (1966)
How the govern is supposed to protect you
Labor, health, education, cultural freedom
US has not ratified
Healthcare: contradicts the treaty, the US is not a member of the treaty

Other treaties on specific issues

Rights of children

2017 Daniel R. Cahoy

HUMAN RIGHTS ENFORCEMENT
Enforcement of Treaties
Treaty bodies (committees) interpret meaning
Violations result in diplomatic negotiation or collective sanction
Binding only in obligation to act
Can lead to shame but not much they can do
Every treaty has a committee to interpret meaning
The treaty is only binding on the government not the company or any individual unless it is
enforced in the law.
UN International Court of Justice (ICJ)
Rarely used
Voluntarily subject to jurisdiction
Advisory function, and binding only in obligation to act
Only for countries that want to bound. Advisory function.

No mandatory function for countries that violate the human right treaty.
Goals: create a set of laws that encourage all counters to bound

2017 Daniel R. Cahoy

HUMAN RIGHTS AND SUSTAINABILITY PRIVATE AGREEMENTS

Ruggies Principles
United Nations Global Compact
Voluntary (7000 companies in 145 countries)
Universally negotiated principles
Human rights
Labor rights
Environmental rights
Anti-corruption
Communication on progress
Set internal standards
Communicate with stakeholders
Enforcement for reporting failures
2000 companies expelled in 2011
False advertising or securities fraud?

Goals: Reputations for their customers, countries

There is no legit enforcement on companies. You can only get kicked out.
U may sue a company for fraud or false ad if the company doesn'tt follow but claims
they do

2017 Daniel R. Cahoy