Cross Border Contracts - Which law applies?

UK law relating to contractual choice of law between EU member states is found in the Contracts (Applicable Law) Act 1990, which is based on the 1980 Rome Convention.  The Rome Convention sets out the rules, as between all EU member states, for determining which national law should be applied by Courts when resolving contractual disputes having an cross border element to them, i.e. an English buyer buys products from a French supplier. 

 In 2005 the European Commission proposed fundamental changes to the Rome Convention, in the form of the Rome I Regulations.  After consultation, the UK decided to ‘opt out’ of the proposed Regulations, and instead, to participate in negotiations with an aim to achieving amendments beneficial to UK business interests.  

The final draft of the Rome I Regulations has been approved and agreed.  The government has issued a consultation paper recommending that the UK ‘opt in’ on the Regulations when they are adopted later this year. The revised Rome I Regulations seek to enhance certainty as to the legal status of cross-border contracts, on the basis that certainty of law leads to confidence in international contracting.  Amongst other items and clarifications in drafting they also look to provide protection to weaker contracting parties, namely consumers.  

The format of Rome I closely follows that of the 1980 Rome Convention and builds upon it; the basic rule being that, in the absence of party choice (either express or implied by the circumstances of the case), the applicable law is that of the country with which the contract is most closely connected.  This means the place where the party performing the service characterising the contract has his habitual residence (for individuals) or central administration (for companies).  

Any improvement in clarity, and certainty for contracts is to be welcomed. However, I think that it remains advisable for parties to agree to, and explicitly state the law (and jurisdiction) to which a contract is to be subject.  This will avoid any uncertainty in the case of a contractual dispute and hopefully circumvent the need to revert to the Regulations at all.

 

To see the consultation document (consultation closes on 25th June 2008) visit www.justice.gov.uk/docs/cp0508.pdf  

 

 

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Posted by Andrew Sutton on Wednesday, June 18, 2008 12:08 PM

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What price a Patent?

 So you've invented the next big thing. It is going to make you lots of money. You apply for and are granted a Patent. You start marketing the product. You head onto Dragon's Den and successfully pitch your idea (well, maybe).  Sales are going well. Business is booming.  Then someone infringes your Patent. What do you do? The intitial and immediate answer is sue the party infringing your patent to stop them. Correct? 

The Law Society Gazette (105/16 24 April 2008 - page 6) recently reported on what were described as "staggering" costs of a magic circle City firm of solicitors in recent patent litigation trying to "knock out" their opponent's patent.

The reported costs were said to be £5.2 million. Their opponents costs were reported to be a fifth of that. According to the article, the judge heavily criticised the costs, and the opponent's solicitors expressed concerns that such costs could deter clients from entering into patent litigation.  

The point of the above is twofold, although I would note that this is perhaps an extreme example! 

Firstly,  the granting of a Patent isn't necessarily the great protection that some may think that it is. Once the patent is granted, it gives the person granted the patent the right to stop a person that it believes infringes that patent from the infringing act, but it is likely that the first challenge will be on the validity of the patent, possibly leading to lengthy litigation. In light of the above mentioned figures, which are surprisingly high, would you have the financial ability to protect your patent? Should you consider whether there are any other ways in which you may be able to protect your idea? I am not suggesting that Patents aren't useful or that they should be disregarded and may well be the most appropriate route to protect your idea. The UK Intellectual Property Office web-site is a good source of information ( www.ipo.gov.uk ). 

Secondly, and I am going to pre-empt this with the statement that I am not a litigator, the above came out of a costs hearing. Whilst a claimant or a petitioner in any action can spend as much as they like, if the costs judge determines that the costs incurred are disproportionately high, the case seems to show that it is not automatic that costs will be awarded to the successful party. However, I think that costs are for another day and another person! 

 

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Posted by Andrew Sutton on Tuesday, May 13, 2008 12:10 PM

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