#force majeur clause

[lexlawuk]

Court Dismisses Force Majeure & Trade Sanctions Control Defences

The High Court granted a summary judgment application in a breach of contract claim, and delivered a clear signal regarding reliance on contractual force majeure and trade sanctions provisions. The case in question is Litasco SA v Der Mond Oil and Gas Africa SA & Anor (Rev1) [2023] EWHC 2866 (Comm). The central question was whether payments to a Russian Oil Company were prohibited as…

[nfavocats]

Le rôle de la force majeure dans les litiges commerciaux : quelles clauses intégrer pour limiter les litiges ?

Le rôle de la force majeure dans les litiges commerciaux : quelles clauses intégrer pour limiter les litiges ?

https://nf-avocats.fr/le-role-de-la-force-majeure-dans-les-litiges-commerciaux-quelles-clauses-integrer-pour-limiter-les-litiges/

📞 Besoin d’aide ? Contactez-nous au : 01.76.54.16.42 ☎️

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[kalena-henden]

Destined With You has me intrigued. There are things I like about it (mostly Rowoon and the mystery), things that annoy me (the bad co-workers), and things that confuse me. After 4 episodes, I finally feel like I'm starting to understand what the writer is trying to do.

However, Netflix strikes again with a generic drama title that is very confusing and doesn't capture the depth or meaning of the Korean title in the slightest. (Thank goodness Viki got Doom at Your Service first cause that title is fire, even if it's not literal. I'm still shaking my fist at Netflix naming very accurate Korean title, Forest of Secrets, the boring and bland non-specific Stranger. Just why?!)

The Korean title is 이 연애는 불가항력.

The first part 이 연애는 means 'this love'. But the final word is the Korean translation of the French law terminology 'force majeure' (aka major force) which they translate as 'irresistible force'. It's a clause that is commonly used in contracts that negates some or all of the terms of a contract when an 'act of God' occurs, like a natural disaster, which would make one or both parties unable to fulfill their responsibilities. This is interesting as it gives the real title multiple meanings.

The most literal translation would be 'This Love is a Force Majeure' referencing Shinyu's profession and him being a stickler for adhering exactly to the contract terms, including verbal contracts like the ones he has with the Hongjo.

The next translation is 'This Love is an Irresistible Force' which implies that this love is almost against their will. They can't help but fall for each other. Currently, we have a quite literal interpretation of this with Shinyu accidentally drinking the love potion and now having unwanted thoughts and emotions regarding Hongjo.

Another potential translation extrapolated out of force majeure is 'This Love is an Act of God'. This implies this love is outside of human control, like destiny created by God or gods, depending on your religion. This is where I think Netflix got their generic 'destined' title. Unfortunately that 'destined' title completely negates that this writer has our leads intentionally playing with words. Not only on a banter level but also testing the letter of the law with their verbal contracts, some which are intentionally made and others they've made unknowingly. Words carry weight in this drama; not just through their emotion or meaning but in a magically binding way.

What if casting the spells isn't enough to activate them? What if the spells need words of intent to activate them?

Even though Hongjo doesn't believe it yet, she is a shaman or witch. Her words alone opened the lock on the box that held the spell book. They weren't just any words; they were words that had deep intention attached to them. After day dreaming her crush was there for her in a time of need when she was home alone, she half pleads, 'Please, can you come?' A few days later, Jaekyung has moved into the first floor of the house she rents.

When Shinyu drinks the Love Potion, nothing happens. He treats her the same way he's been treating her when she barges into his office to try to take care of the person who ran into the flowered-potted median. Any discomfort he's showing can be attributed to the fact that he is the culprit who ruined the median she is ranting over. It does however remind him how dangerous his illness has become triggering his urgency to cast the Disease Curing Spell as soon as possible. It's not until after he sees that the Love Spell is missing from the book and tells her, 'Because if you get a boyfriend, it's thanks to me.' that he has his first heart-fluttering sign of love when she tries take the book from him. He doesn't seem to have any moral issues with her using the love spell and is even trying to take credit for it since he gave her the box. After he discovers that he mistakingly drank the love potion, he's only upset that he's the one who drank it instead of her intended target. But what if drinking the love potion wasn't enough? What if it needed to be activated by his words of intention? His intention was for her to get a boyfriend.

Old Shaman to Shinyu: 'You killed her. The owner of the bloody hand that caresses your cheek. Karma will swallow you and you will struggle in horrible pain. But all the pain and curses will end. Finally, the owner of the wooden box showed up.'

Now back to our title, 'This Love is a Force Majeure'. The longstanding family curse appears to have been caused by Shinyu killing someone in his past life and curses can be considered a contract that binds people to their bad fate. If a contract is made in perpetuity, maybe the only way out is a force majeure happening. Note that 'will swallow' and 'will struggle' are future tense, they hadn't happened yet. Karma definitely seemed to swallow him whole when he unknowingly drank the love potion. It's also interesting she said he will struggle in horrible pain. We've seen him in physical pain due to the curse, but what if mental and emotional pain are added on top of this due to the love potion. The majority of this show will likely be showing him struggling through these trials as he unpacks his past life to save his future. (Hopefully... *crosses fingers and side-eyes Heartbeat*)

It's unlikely that the Disease Curing Spell is enough. It might be able to cure him of the disease but only once the magical curse has been lifted. So both spells always needed to be cast in tandem to break his curse. It's not a coincidence that Shinyu was in extreme distress when he ran into the median that Hongjo had planted the flowers on at the exact same moment she was casting the Love Spell. It caused a ripple in their fate. The beginning jumpstart of their love which needs to grow strong enough to cause a force majeure to break the curse or curses. Since Hongjo may not just be lonely, but cursed with loneliness. The signs are there. Her family is all dead. She doesn't have a boyfriend. She doesn't seem to have close friends even though she's quite friendly. Shinyu suggested that she's the reason she is alone. The Old Shaman also pointedly laments that her god wouldn't allow her to be in a relationship. This story becomes richer if Hongjo has a bad fate to overcome for herself, not just to help the male lead overcome his, but one that must be overcome together.

I'll end this with a little poetic fun from Google translate and deleting the last Korean word in the title one syllable at a time.

이 연애는 불가항력 - this love is irresistible

이 연애는 불가항 - this love is inevitable

이 연애는 불가 - this love is impossible

이 연애는 불 - this love is fire

[slavghoul]

Hey Slav!! I didn’t really wanna bring it back up but I’m completely confused on when and why this happened so I’m asking you! Why was Tobias yelling at people exactly? I saw someone say it was because his equipment was being destroyed by the storm but I haven’t heard anything else :(. Anyway thank you!!

There's a detailed explanation of the situation on the band's Instagram page. To give you an idea of the gravity of the situation: consider that just the sound system that the band uses is valued at around $250,000. I’m excluding lighting equipment, instruments, screens, etc. that together make up another +$200k. The equipment is leased and typically right after a tour ends, another artist picks it up. Having it damaged to any extent not only jeopardizes the entire tour but also strains your relationship with the equipment lender, who is also put in a compromised position. I’m assuming they have a force majeure clause in their insurance contract that, hopefully, will cover at least part of the costs, but it’s still a fucky situation to find yourself in, and cancellations must have generated en enormous loss for the band (who believe it or not doesn't actually make millions of profit off touring, quite the opposite). From my experience I can say it's remarkable they were able to secure new equipment on such short notice and no more dates were affected. Things must have seemed dire in the heat of the moment, and I'm pretty sure Tobias was the most stressed man on the planet that day, so if he raised his voice, it was certainly warranted.

[pop-punklouis]

Why didn't Louis cancel? It was 100% up to Louis to say that his insurance company won't allow the show to proceed and thus trigger the force majeure clause of contracts with the venue, local promoters. He would have cancelled and would have been proven right. Now he is open to liability lawsuits as this is US! I mean it was really legally up to Louis to prevent injury to his fans.

the hail legitimately started 3 minutes after the announcement was made. hail and extreme weather no one expected to be as large and as menacing as it was. not sure where a cancellation during that time would’ve made any difference. but you weren’t there, obviously, so of course you know everything about the show and what should’ve been done in that time of chaos and panic 💋

[yesterdayiwrote]

so mercedes didn't officially block anything but stewards might have asked unofficially and merc might not have approved so we can say with 100% confidince that ferrari couldn't avoid penalty bc of merc lol what? no one is fan of merc but this rumor isn't even a rumor just fanfiction atp

Carlos has a penalty for 2 very specific reasons

The Race Organisers (F1) and the FIA failed to ensure the track was prepared to an acceptable standard before cars took to it

The FIA rulebook makes no exceptions or special dispensation for Force Majeur in situations like this

That is where the buck stops. The idea that the blame lies with Mercedes is entirely a distraction from who has actually fucked up here, and caused the situation to arise.

Are Mercedes potentially being dicks? Possibly, but they haven't caused Ferrari to get a penalty, they've essentially said 'Sorry to hear about your bad luck, but we're not going to sign off on you getting a lifeline'. Probably a bit unsportsmanlike, but given they're the only team directly in competition with them, probably unsurprising too.

And it shouldn't be up to the teams to sign off on band aid decisions to cover the FIA/F1's ass, especially not on the fly, because where do you draw the line? This is only a problem now because he's on his last engine, if it happened at the start of the season it wouldn't be an issue.

I suspect the FIA will now try and create a clause to make allowances for what happens should this arise again, but to create something watertight that isn't open to abuse is going to be easier said than done I would imagine.

[allthebrazilianpolitics]

Extreme climate events still not impacting Brazil concession contracts

The Brazilian government has announced initiatives to mitigate extreme climate events in various segments but the trend has not yet been seen when it comes to concessions and PPPs.

"I still don't see a material change in the terms and conditions of force majeure clauses or anything like that in the last six months or a year. The events in Rio Grande do Sul state, for example, have not generated changes in contract clauses in general so far," Pablo Sorj, a partner and lawyer specializing in infrastructure projects, M&As and project finance at law firm Mattos Filho told BNamericas.

In May, Rio Grande do Sul state suffered unprecedented flooding that lasted for weeks, affecting the state's infrastructure such as highways and the airport.

Since then, the Brazilian government has made a series of announcements showing concern about the effects of increasingly and persistent extreme climate events and is evaluating measures to mitigate such risks.

Continue reading.

[buffyfan145]

Just saw some good news that's breaking on Twitter/X this morning about the strikes and apparently the studios contacted the actors union back on Friday to restart negotiations!!! :D It sounds like they're figuring out when exactly to meet again and possibly later this week. In the articles they're saying too they will with the writers after this, which fits all along with how I figured this would go as the studios will want the actors back first so they can do press again for the upcoming fall movies and get back to filming things already written.

But for some bad news tomorrow, August 1st, is rumored to be the "force majeure" day with the writers' overall TV development deals which like the last writers strike in 2007-08 will cancel those deals and everything those writers had in development. It will affect TV mostly instead of movies, but this means whatever shows the writers had in development are cancelled and scrapped. This normally doesn't affect currently airing shows so they should be fine but if they had spinoffs in development they might be scrapped. Also, high profile TV writers that are also directors like the Duffer Brothers, Shonda Rhimes, Greg Berlanti, and others seem to have had a clause in their contracts to prevent this so this wouldn't affect them. But again most figured this was coming, including me, as scrapping these projects saves the studios money and they'll probably say a new deal for the writers also cost these shows. However, some of these shows could come back after the strikes are over but they'll have to start over completely.

So we'll see what happens but does seem to be a sign of hope today for the actors.

[fellow-traveller]

tfw people get mad at hol horse for hitting on a 16 year old only to conveniently forgot pol did the same thing and worse 💀 at least hol didn't do anything inappropriate as far as we know

I often find this sort of argument funny in a way that...the ones who "advocate for the well-being of fictional minors" did not actually comprehend that the age of consent differs according to countries and time period.

As such, I don't want to pick sides because most people would project what they know about consenting age on a personal level to these fictional characters. But I can safely say this: Hol didn't specifically hit on Nena (at best, he only sweet-talks her because he's a manipulative coward...I sort of elaborated that one before), and Polnareff's actions on Nena is still kinda justified given that the highest age of consent for France is 15 (and is still is!).

For a quick reference, in 1980s, the age of consent for India (assuming it's where Nena was from) is 12. In the States (assuming it's where Hol Horse was from), it's ranged between 10-12, and in France it's 13. In general, Nena being 16 and pursuing/getting hit on by two men in their mid-20s, without indication of engagement in sexual activities (i.e. sexual penetration and the sort, the hardcore stuff, you get my point) is a normal occurrence at that time period and at such and such countries. Hence, it's...not weird or disgusting at the given place and time for such thing to occur, even in real life.

Age of consent in Japan was also 13 in 1980s, and only recently this year (2023) did the Japanese government raised it to 16. Which is still within the context of this writing.

The only country in the late 1980s that has a high age of consent (20 years old) is Chile. Others ranged from 7 to 15, with 7 being solely the state of Delaware, USA.

But yeah, I find some fans' argument about age of consent in JoJo, most notably between Nena and Hol Horse/Polnareff, and between Mountain Tim and Lucy, to be very weak. It didn't take me more than an hour to research on this topic, and I don't see why they couldn't either, before throwing baseless accusations to the fictional characters and fans of them.

Also, bonus info: The age of consent in Italy is 14 as of 2007, with 13 being the earliest age to engage in sexual activities with a partner 18 and under. So, ship away.

EDIT: I probably should also clarify that age of consent does not always equal to a green light for sex. For sex, it depends on the nature of the sex (is it dubcon? is it caused by force majeure?), religion and culture, and federal law (some law in some countries in combination with religion, culture and/or other clauses would limit the age for sex, alcohol and drugs to 18-21). Age of consent in general is limited to engaging in softcore things, like kissing, hugging, sweet-talks, what-have-you that doesn't necessarily involve the usage of genitals.

But if we are talking the 1980s specifically, in the context of these fictional characters and locations, a lot of the sexual consent didn't quite apply. In simple words, 16 is not considered a minor in India, USA and France in 1989, hence Nena, all things considered, was a young adult who can engage in sexual activities, should she consented to it.

[disputeattorneysinhanoi]

Contract Preparation in Vietnam

In Vietnam, certain type of contracts has to follow forms requested by laws as such client is recommended to seek help from professional contract dispute lawyers in Vietnam to help draft or review.

                              Contract negotiation law firm in Vietnam

Contract is an agreement enforced by law. In Vietnam, contract is a civil transaction which parties enter into voluntarily, each of whom intends to create, change, or terminate one or more rights or obligations between them according to Vietnam Civil Code. Contract plays an important roles in business transaction. Written contract provide individuals and businesses a legal document reflecting agreement, expectation and mechanism to resolve potential disagreement or disputes.

The English speaking lawyers in Vietnam drafting or reviewing contracts under Vietnam laws will need to initially review the legal resources in relevant to the transactions, research related documents and the parties involved to provide legal opinions, make suggestions and propose an optimal solution to the client for negotiation and contract finalization.

Basic terms and conditions of the contracts being rights and obligations of parties to the contracts, and other terms in regard to duration, quality, payment, dispute handling procedures, applicable law and/or jurisdiction, confidentiality, force majeure, intellectual property clauses…among others have to be carefully taken into considerations.

Further, a contract should ensure the following points to be covered:

-Use right legal terms or terminology;

-Foresee the future scenarios;

-Describe the specific matters;

-Clearly mention obligations;

-Obtain a balance between parties involved.

There are specific contracts in Vietnam for various transactions being:

-Joint venture contract;

-Share purchase contract;

-Sales contract;

-Business cooperation contract;

-Licensing contract;

-Investment contract;

-Labour contract;

-Lease contract;

-Distribution contract;

-Construction contract;

-Prenuptial agreement.

Each business transaction is different as such a contract is not a compilation of standard terms and conditions. Professional contract dispute lawyers in Vietnam would consider the purpose of the contract, transaction type, significance of the deal, industry, Vietnam legal requirements and expectation of the client to prepare a legally enforceable contract for the client, to avoid misunderstanding and protect the client against legal disputes.

ANT Lawyers – A reliable law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or service request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

Source ANTLawyers: https://antlawyers.vn/library/contract-preparation.html

[xtn013]

Decoding SLA Exclusions: 5 Things Your Telecom Contract May Not Cover

Service-level agreements (SLAs) ensure telecom providers meet agreed-upon performance standards. They outline key metrics such as uptime guarantees, response times, and service quality, providing businesses with accountability and recourse in case of service issues. However, the devil is in the details, and the fine print of SLA exclusions can significantly impact your telecom operations if left unaddressed.

SLA exclusions specify scenarios or circumstances under which the provider is not liable for meeting service commitments. While these exclusions are a standard part of contracts, they can sometimes create coverage gaps that expose businesses to service interruptions, hidden costs, and unmet expectations. In this article, we’ll explore standard SLA exclusions, their implications, and strategies for identifying and addressing these gaps to ensure seamless telecom operations.

Why SLA Exclusions Matter

SLA exclusions matter because they define the boundaries of a provider’s responsibilities. Understanding what your SLA does not cover is just as important as knowing what it guarantees. Overlooking these exclusions can lead to unexpected disruptions, financial losses, or disputes with your provider. These gaps can have far-reaching consequences for businesses relying on telecom systems for critical operations, such as customer service, remote work, or supply chain management.

Addressing SLA exclusions helps businesses in the following ways:

Prevent Service Gaps: Organizations can implement measures to maintain service continuity by identifying potential weak points.

Avoid Hidden Costs: Exclusions often result in additional charges for services or support outside the SLA's scope.

Negotiate Better Terms: Awareness of exclusions provides leverage to negotiate more favorable contracts.

5 Common SLA Exclusions and Their Implications

1. Scheduled Maintenance

Scheduled maintenance is a common exclusion in telecom SLAs. Providers often perform routine updates or upgrades to their systems, during which services may be temporarily unavailable. While this is standard practice, it can disrupt operations if not properly managed.

Implications:

Businesses relying on 24/7 connectivity may experience downtime during critical periods.

Lack of clarity about maintenance schedules can lead to operational inefficiencies.

How to Address It:

Request detailed maintenance schedules and ensure they align with your business’s operational hours. Additionally, inquire about advance notifications and possibly scheduling maintenance during off-peak times.

2. Force Majeure Events

Force majeure clauses exclude liability for service disruptions caused by unforeseen events such as natural disasters, wars, or pandemics. While these clauses are understandable, they can leave businesses vulnerable in times of crisis.

Implications:

Disruptions caused by force majeure events may not be compensated, leading to financial losses.

Businesses may lack contingency plans for prolonged outages.

How to Address It:

Incorporate redundancy and disaster recovery measures into your telecom infrastructure. Solutions like secondary connections or satellite-based services like Starlink can provide backup during emergencies.

3. Customer Equipment and Misuse

Providers often exclude issues stemming from customer-owned equipment or misuse of their services. For instance, they are not liable if improperly configured routers or third-party hardware cause a network outage.

Implications:

Businesses bear the responsibility and costs of resolving equipment-related issues.

Misuse clauses may lead to disputes about what constitutes improper use.

How to Address It:

Configure all equipment according to provider recommendations and invest in proper training for IT staff. Review the SLA regularly to clarify what qualifies as “misuse” and verify that third-party hardware is compatible with the provider’s systems.

4. Third-Party Dependencies

SLAs often exclude service interruptions caused by third-party vendors, such as cloud providers or application developers, integrated with the telecom system. This exclusion can complicate issue resolution, as it may be unclear who is responsible for addressing the problem.

Implications:

Businesses may face delays in resolving multi-vendor issues.

Lack of accountability can disrupt operations and erode trust in the telecom provider.

How to Address It:

Consider working with a telecom inventory management specialist who acts as a single point of contact, ensuring streamlined communication and accountability across multiple vendors.

5. Latency and Performance Variations

Some SLAs exclude specific performance metrics, such as latency, jitter, or packet loss, that the provider may not guarantee under certain conditions.

Implications:

Performance inconsistencies can degrade the quality of voice, video, and data services.

Businesses may experience reduced productivity and customer satisfaction due to unpredictable service levels.

How to Address It:

Negotiate performance thresholds and include detailed metrics in the SLA. Consider implementing Quality of Service (QoS) policies to prioritize critical traffic and ensure consistent performance.

5 Strategies for Identifying and Mitigating SLA Exclusions

1. Conduct a Thorough SLA Review

Before signing any telecom contract, conduct a comprehensive review of the SLA to identify exclusions. Work with your IT and legal teams to analyze the fine print and assess the potential impact of these exclusions on your operations.

2. Negotiate Custom Terms

Many providers offer some flexibility in SLA terms. Negotiate clauses that address your business’s unique needs, such as custom maintenance schedules, tighter performance guarantees, or reduced exclusion windows.

3. Build Redundancy into Your Network

Redundancy is key to mitigating the impact of SLA exclusions. Incorporate backup connections, secondary providers, or satellite-based solutions into your network design to maintain connectivity during service disruptions.

4. Monitor SLA Compliance

Regularly monitor your provider’s performance against the SLA and document any deviations. Tools like telecom management software can provide real-time insights into network performance, helping you identify and address issues promptly.

5. Partner with a Telecom Expert

Navigating the complexities of SLA exclusions can be challenging, especially for businesses with limited internal resources. Partnering with a telecom expert ensures SLA optimization, services tailored to your needs, and potential gaps are proactively addressed.

Ensure Seamless Telecom Operations

Navigating SLA Complexities with Expertise

zLinq understands that no two businesses are alike, and neither are their telecom needs. By conducting in-depth assessments of your existing telecom environment, zLinq identifies potential risks and works to ensure your SLAs are comprehensive and transparent.

Comprehensive Vendor Management

One of the biggest challenges with SLA exclusions is managing issues that span multiple vendors. zLinq simplifies this process by serving as your single point of contact, ensuring seamless communication and accountability across all stakeholders.

Proactive Issue Resolution

zLinq monitors your network in real time, identifying and addressing issues before they escalate into significant disruptions. Their proactive approach minimizes the impact of SLA exclusions and ensures consistent service delivery.

Tailored Solutions for Your Business

Whether you need to build redundancy into your network, negotiate favorable SLA terms, or provide ongoing support, a tailored telecom solution will align business goals with operational requirements.

Avoiding SLA Pitfalls with Customized Expertise

SLA exclusions are critical to telecom contracts, but they don’t have to leave your business vulnerable. You can ensure reliable and consistent telecom performance by understanding standard exclusions, negotiating better terms, and implementing strategies to mitigate potential gaps.

A telecom inventory management partner, like zLinq, has the expertise in tailored telecom solutions and vendor management, making them a trusted partner for businesses looking to optimize their communication infrastructure. With zLinq by your side, you can confidently navigate SLA complexities and build a telecom strategy that supports your long-term success.

Secure Your Telecom Success

Don’t let SLA exclusions catch you off guard. Reach out to zLinq today to learn how their customized services can address your telecom needs, mitigate risks, and drive operational excellence.

[leremitt]

International Sales Contracts

International Sales Contracts

International sales contracts play a crucial role in facilitating trade between businesses located in different countries. These agreements define the terms under which goods are sold and ensure that both parties understand their rights and obligations. As globalization continues to expand, the significance of well-structured international sales contracts has grown, becoming essential for businesses engaged in cross-border transactions.

Key Components of International Sales Contracts

Parties Involved: The contract should clearly identify the seller and the buyer, including their legal names and addresses. This ensures that both parties are properly recognized under the law.

Description of Goods: A detailed description of the goods being sold is critical. This includes specifications such as quality, quantity, and any relevant standards or certifications. Clear descriptions help prevent disputes over what was agreed upon.

Pricing and Payment Terms: The contract must specify the price of the goods and the currency in which payment will be made. It should also outline payment methods (e.g., bank transfer, letter of credit) and the timing of payments. Addressing these factors helps mitigate financial risks.

Delivery Terms: Delivery is a key aspect of any sales contract. Terms should include the delivery method, location, and timing. The International Commercial Terms (Incoterms) can be referenced to clarify responsibilities for shipping, insurance, and risk transfer between the buyer and seller.

Risk of Loss: The contract should specify when the risk of loss or damage to the goods transfers from the seller to the buyer. This is particularly important in international trade, where goods may be in transit for extended periods.

Dispute Resolution: Given the potential for legal complications in international transactions, contracts should include provisions for dispute resolution. This can involve specifying the governing law and jurisdiction, as well as alternative dispute resolution methods, such as arbitration or mediation.

Force Majeure: This clause addresses unforeseen events that may prevent either party from fulfilling their contractual obligations, such as natural disasters, political unrest, or other emergencies. Including a force majeure clause helps protect parties from liability under circumstances beyond their control.

Governing Law: International sales contracts often specify the governing law, which determines how the contract will be interpreted and enforced. This is crucial, as legal systems can vary significantly between countries.

The Role of International Frameworks

To provide a standardized approach to international sales, many businesses turn to established legal frameworks such as the United Nations Convention on Contracts for the International Sale of Goods (CISG). The CISG offers a comprehensive set of rules that govern various aspects of international sales contracts, including formation, performance, and breach of contract. By adopting the CISG, parties can benefit from a common legal framework that reduces ambiguity and fosters greater confidence in cross-border transactions.

Challenges in International Sales Contracts

Despite the clear benefits of international sales contracts, several challenges can arise:

Cultural Differences: Varied business practices and cultural norms can lead to misunderstandings. It’s essential for parties to communicate clearly and consider cultural contexts in negotiations.

Legal Variations: Different countries have distinct legal systems, which can complicate contract enforcement. Businesses should seek legal advice to ensure compliance with both local and international laws.

Logistical Issues: Shipping and delivery can pose significant challenges, including delays, damage, or loss of goods in transit. Proper planning and risk management strategies are essential to address these potential issues.

Currency Fluctuations: Exchange rate volatility can impact the value of payments made in foreign currencies. Contracts should consider mechanisms such as hedging to mitigate this risk.

Conclusion

International sales contracts are foundational tools that enable businesses to navigate the complexities of global trade. By clearly defining the rights and responsibilities of both parties, these contracts foster trust and facilitate smoother transactions. Utilizing established frameworks like the CISG can further enhance the effectiveness of international sales agreements. As the global marketplace continues to evolve, the importance of well-drafted international sales contracts will only increase, making them indispensable for any business engaged in cross-border commerce.

[thellawtoknow]

Frustration of Contract 101: What You Need to Know

Frustration of Contract: A Legal AnalysisDefinition and Legal BasisCore Legal Principles Common Law Approach Civil Law Perspective Key Differences Between Common Law and Civil Law Approaches Key Case Law Force Majeure vs. FrustrationForce Majeure: A Contractual MechanismKey Characteristics of Force Majeure: Examples of Force Majeure Clauses in Practice Frustration: A Common Law DoctrineKey Characteristics of Frustration: Examples of Frustration in Practice Key Differences Between Force Majeure and Frustration When to Rely on Force Majeure vs. Frustration? Limitations of Frustration Conclusion

Frustration of Contract: A Legal Analysis

What is frustration of contract? Contracts are the backbone of commerce, governance, and social transactions, ensuring predictability and enforceability in agreements between parties. However, unforeseen circumstances can arise that make the fulfillment of contractual obligations impossible, illegal, or radically different from what was initially agreed upon. In such cases, the doctrine of frustration of contract becomes relevant. This legal principle allows for the discharge of contractual obligations when an unforeseeable event fundamentally alters the nature of the contract, rendering performance impossible or substantially different from what was initially contemplated.

This essay explores the concept of frustration of contract, its legal basis, key case law, and its implications in different jurisdictions. It also examines the limitations of the doctrine and the distinction between frustration and other legal principles such as force majeure.

Definition and Legal Basis

Frustration of contract is a legal doctrine that allows for the discharge of contractual obligations when an unforeseen event, beyond the control of the contracting parties, renders performance impossible, illegal, or radically different from what was originally contemplated. Unlike a simple breach of contract, frustration arises due to external circumstances that neither party could have reasonably foreseen or prevented. Core Legal Principles The doctrine of frustration is rooted in the fundamental principle of contract law that obligations are undertaken based on the assumption that certain essential conditions will remain stable throughout the contract's duration. When an unexpected event disrupts these essential conditions, making performance unfeasible or contrary to the intended purpose of the agreement, the law intervenes to relieve the parties from their contractual duties. Frustration operates as an exception to the general principle of pacta sunt servanda (Latin for "agreements must be kept"), which obligates parties to fulfill their contractual promises. Unlike force majeure, which is contractually agreed upon in advance, frustration is applied by courts as an equitable relief mechanism to prevent unjust outcomes when rigid enforcement of a contract would be unreasonable or impossible. To establish frustration, the following key elements must typically be satisfied: - Unforeseen Event – The event must be entirely unforeseen at the time of contract formation. If it was foreseeable, the parties are expected to have accounted for it in their contract. - Beyond the Control of the Parties – The frustrating event must be external to the contract and not caused by the actions or negligence of either party. - Radical Change in Obligations – The event must fundamentally alter the nature of contractual obligations, rendering them impossible or illegal. A mere increase in cost or difficulty does not suffice. - No Existing Alternative – If the contract can still be performed in a manner that preserves its fundamental nature, frustration will not apply. Common Law Approach In common law jurisdictions, such as the United Kingdom, the doctrine of frustration is a judicially developed principle, primarily derived from case law rather than codified statutes. The landmark case Taylor v Caldwell (1863) established the doctrine, holding that when the subject matter of a contract is destroyed (in this case, a music hall), the contract is automatically discharged. This case introduced the idea that contracts contain an implied condition that performance depends on the continued existence of a necessary element. Over time, courts refined the application of frustration, distinguishing between mere inconvenience and true impossibility. For example, in Krell v Henry (1903), the court ruled that frustration could apply even when performance was physically possible but the contract’s primary purpose had been defeated—in this case, the cancellation of King Edward VII’s coronation. In modern English law, the Law Reform (Frustrated Contracts) Act 1943 governs the consequences of frustration, ensuring a fair allocation of losses between the parties. This act provides that when a contract is frustrated: - Any money paid before the frustrating event can be recovered. - Any expenses incurred by one party before frustration may be deducted from sums recovered. - If one party has gained a valuable benefit from partial performance, the court can order compensation. Civil Law Perspective In contrast to common law jurisdictions, many civil law countries (such as France, Germany, and Japan) incorporate the doctrine of frustration under broader principles of force majeure, impossibility, or hardship. Civil law systems generally have statutory provisions addressing unforeseen changes in circumstances, allowing courts to modify or terminate contracts when events beyond the parties' control make performance excessively burdensome or impossible. For example: - France: The French Civil Code (Article 1218) recognizes force majeure, permitting contract termination when an unforeseeable and unavoidable event prevents performance. - Germany: The German Civil Code (BGB) includes the doctrine of Wegfall der Geschäftsgrundlage (disappearance of the basis of the contract), allowing modification or termination of contracts when the fundamental conditions of the agreement change unexpectedly. - United States: While U.S. contract law follows the common law tradition, the Uniform Commercial Code (UCC) and the Restatement (Second) of Contracts recognize doctrines of impossibility and impracticability, which function similarly to frustration. Key Differences Between Common Law and Civil Law Approaches AspectCommon Law (UK, US)Civil Law (France, Germany)BasisCase law doctrineCodified statutory provisionsApplicationStrict and narrowly interpretedBroader scope, includes hardshipConsequencesContract discharged automaticallyCourts may modify or adapt the contract The doctrine of frustration plays a vital role in ensuring contractual fairness when unforeseeable events make performance impossible or meaningless. While its application varies between common law and civil law systems, the fundamental principle remains the same: contracts should not bind parties to obligations that have become impossible or radically different due to circumstances beyond their control. However, courts apply the doctrine cautiously, emphasizing the need for a fundamental disruption rather than mere difficulty or inconvenience.

Key Case Law

- Taylor v Caldwell (1863) – This is one of the earliest and most influential cases on frustration. The case involved a contract for the rental of a music hall, which was destroyed by fire before the event could take place. The court ruled that the contract was frustrated because the subject matter (the music hall) had ceased to exist, making performance impossible. - Krell v Henry (1903) – In this case, a contract was made for the hire of a room to view the coronation procession of King Edward VII. However, the procession was canceled due to the King’s illness. The court held that the contract was frustrated because its fundamental purpose had been defeated, even though it was not physically impossible to use the room. - Davis Contractors Ltd v Fareham UDC (1956) – Here, a construction company argued that a contract was frustrated because labor shortages had made the work more difficult and expensive than expected. The House of Lords rejected the argument, stating that mere inconvenience or financial hardship does not constitute frustration. These cases illustrate different scenarios in which contracts can be frustrated: destruction of subject matter, failure of purpose, and increased difficulty. However, the courts have consistently emphasized that frustration must involve a fundamental and unforeseeable change in circumstances, not merely inconvenience or financial loss.

Force Majeure vs. Frustration

Both force majeure and frustration of contract serve as legal mechanisms to excuse parties from performing contractual obligations when unforeseen events disrupt performance. However, they operate differently in legal systems and carry distinct implications for contractual risk allocation. Force Majeure: A Contractual Mechanism Force majeure (French for "superior force") is a contractual clause that anticipates extraordinary events which could prevent performance. Unlike frustration, which is an implied common law doctrine, force majeure clauses are explicitly included in contracts and set out specific contingencies that may excuse performance. Key Characteristics of Force Majeure: - Contractually Defined – The parties agree in advance on the scope and conditions under which force majeure applies. - Specificity – Force majeure clauses typically list events such as war, terrorism, natural disasters, government actions, strikes, pandemics, or other severe disruptions. - Threshold for Invocation – Many force majeure clauses require that the event: - Be beyond the control of the affected party. - Make performance impossible or commercially impracticable. - Not be due to negligence or failure to mitigate risk. - Legal Consequences – Depending on the contract, force majeure may allow for: - Temporary suspension of obligations. - Extension of deadlines. - Termination of the contract if the disruption is prolonged. Examples of Force Majeure Clauses in Practice - A supplier agreement may specify that delivery obligations are excused in case of a government embargo or natural disaster. - A construction contract might suspend deadlines due to severe weather or unexpected labor strikes. - A commercial lease may waive rent obligations if civil unrest forces closure of the premises. Because force majeure clauses are customizable, they provide greater certainty than frustration, as the parties have already agreed on the types of events that will excuse non-performance. Frustration: A Common Law Doctrine Unlike force majeure, frustration is not based on an explicit contractual clause but arises automatically under common law when an unforeseen event renders contractual performance impossible or fundamentally different from what was agreed upon. Key Characteristics of Frustration: - Implied by Law – No prior agreement between parties is needed; frustration is determined by courts. - Strict Application – Courts apply frustration narrowly, only excusing performance if: - An unforeseen event occurs after contract formation. - The event is beyond the control of either party. - It fundamentally changes the nature of the contract (not just making it harder or more expensive). - Automatic Discharge – If frustration applies, the contract is terminated, and parties are released from future obligations. Unlike force majeure, frustration does not allow for partial performance or renegotiation unless statute intervenes. Examples of Frustration in Practice - Krell v Henry (1903) – A contract to rent a room for viewing a coronation procession was frustrated when the coronation was canceled. The purpose of the contract had been nullified. - Taylor v Caldwell (1863) – A contract for the use of a music hall was frustrated when the hall burned down. Performance became impossible due to the destruction of the subject matter. - COVID-19 Pandemic – In some cases, lockdowns and government restrictions frustrated contracts that could no longer be performed, such as event agreements or travel bookings. Frustration is less predictable than force majeure because it is subject to judicial interpretation. Courts apply it sparingly to prevent abuse, ensuring it is used only when obligations become impossible rather than merely inconvenient or unprofitable. Key Differences Between Force Majeure and Frustration FeatureForce MajeureFrustrationSourceExpress contractual clauseCommon law doctrine (implied)ForeseeabilityEvents are foreseeable and planned forEvents must be unforeseenScopeDefined by contract (can be broad or specific)Strict and narrowly applied by courtsTriggerListed extraordinary events occurEvent must fundamentally alter performanceEffect on ContractSuspension, modification, or termination (depends on clause)Automatic termination (discharge of obligations)ControlParties negotiate terms in advanceCourts determine applicability When to Rely on Force Majeure vs. Frustration? - If the contract contains a force majeure clause, the parties must first determine whether the event falls within its terms. Courts generally uphold force majeure clauses unless they are vague or ambiguous. - If there is no force majeure clause, a party may seek relief through frustration, though courts are reluctant to apply it unless performance is impossible or illegal. - Businesses and contractual parties are encouraged to include well-drafted force majeure clauses to mitigate uncertainty and avoid reliance on frustration, which depends on judicial discretion. While both force majeure and frustration address unforeseen disruptions in contract performance, force majeure is a proactive contractual tool, whereas frustration is a reactive legal doctrine applied only in extreme cases. Force majeure provides greater flexibility, allowing parties to anticipate risks, while frustration is a last resort when no contractual provision exists. In modern contract law, force majeure is preferred for commercial certainty, but frustration remains a crucial safeguard against truly exceptional circumstances.

Limitations of Frustration

The doctrine of frustration is limited by several factors: - Foreseeability – If the event causing frustration was foreseeable at the time of contracting, frustration is unlikely to apply. - Self-Induced Frustration – If a party contributes to the frustrating event, they cannot rely on the doctrine to escape liability. - Partial Performance – If part of the contract has already been performed, courts may adjust obligations rather than discharge the contract entirely. - Financial Hardship – Increased cost or difficulty of performance is not sufficient to establish frustration.

Conclusion

Frustration of contract is a crucial legal doctrine that ensures fairness when unforeseeable events make contractual performance impossible or radically different from the original agreement. However, courts apply the doctrine narrowly, emphasizing the need for a fundamental disruption rather than mere inconvenience. Understanding the distinction between frustration and force majeure is essential for contract drafting and risk management. Ultimately, while frustration provides relief in exceptional cases, parties are encouraged to include well-drafted force majeure clauses to anticipate and address potential disruptions proactively. Read the full article

[deveshmaharajattorney]

Top 10 Mistakes to Avoid in a Contract Agreement — Advocate Devesh Maharaj Attorney

Contracts are the foundation of most professional and personal agreements, and their success depends on careful drafting and clear understanding by all parties involved. Advocate Devesh Maharaj Attorney, a seasoned attorney with years of experience in contract law, highlights the critical mistakes to avoid when crafting or signing contract agreements. These mistakes can lead to disputes, financial losses, and legal liabilities. Here’s an in-depth guide to ensure your contracts are airtight and mutually beneficial.

1. Lack of Clarity in Terms

One of the most common mistakes is ambiguous or vague language. Terms like “reasonable time” or “appropriate effort” can be interpreted differently by parties, leading to misunderstandings.

Solution: Define all terms explicitly. For instance, instead of saying “payment will be made soon,” specify “payment will be made within 30 days of invoice receipt.”

2. Failure to Define Roles and Responsibilities

A contract that does not clearly outline each party’s duties can lead to disputes and unmet expectations.

Solution: Ensure every role, task, and responsibility is detailed. For example, if hiring a contractor, describe the scope of work, deadlines, and deliverables in measurable terms.

3. Ignoring Legal Compliance

Contracts must comply with applicable laws and regulations. Overlooking this can render the agreement unenforceable.

Solution: Consult an attorney like Advocate Devesh Maharaj to ensure compliance with local, national, and international laws. Include a severability clause to protect the contract if one provision is found invalid.

4. Inadequate Consideration

Contracts require consideration — a mutual exchange of value. Failure to include this can lead to the contract being void.

Solution: Clearly define the exchange of goods, services, or monetary value. For example, specify the exact amount or service being exchanged and when it will occur.

5. Overlooking Termination Clauses

Without clear termination terms, disputes over ending the agreement can arise.

Solution: Include a termination clause specifying conditions for ending the contract, notice periods, and consequences for breach.

6. Failure to Anticipate Dispute Resolution

Contracts without dispute resolution mechanisms can lead to lengthy and expensive litigation.

Solution: Advocate Maharaj advises including an arbitration or mediation clause. Specify the governing law and jurisdiction to avoid conflicts about where disputes will be resolved.

7. Relying on Oral Agreements

While oral agreements are valid in some jurisdictions, they are challenging to prove in court.

Solution: Always put agreements in writing, even for informal arrangements. Written contracts provide tangible proof of the terms agreed upon.

8. Not Reviewing Boilerplate Clauses

Standard or boilerplate clauses, like indemnity, force majeure, and confidentiality, often go unchecked but can have significant implications.

Solution: Review these clauses carefully. Tailor them to suit the specific needs of the agreement. For example, ensure the confidentiality clause aligns with your business’s privacy policies.

9. Ignoring Renewal and Term Deadlines

Contracts often have fixed terms with renewal clauses that parties overlook.

Solution: Advocate Devesh Maharaj recommends calendaring renewal dates and setting reminders. Negotiate terms before automatic renewals occur to avoid being locked into unfavorable conditions.

10. Skipping Legal Review

Many people skip having a professional review their contract, thinking it’s straightforward or to save costs.

Solution: Engage an experienced attorney like Advocate Maharaj to review or draft your contracts. A professional eye can catch errors, ensure legal compliance, and protect your interests.

Real-Life Examples of Contractual Errors

Ambiguity in Business Partnerships A company signed a vague partnership agreement, leading to disputes over revenue sharing. Legal intervention revealed the lack of clarity in profit-sharing clauses.

Non-Compliance in International Deals An export company failed to comply with import regulations in a foreign country, resulting in fines and voided contracts.

Oral Agreement Dispute A contractor claimed payment based on an oral agreement, but without written proof, the case became a lengthy court battle.

The Role of Advocate Devesh Maharaj

Advocate Maharaj emphasizes the importance of thoroughness in contract drafting. With extensive experience in corporate and civil law, he offers valuable insights:

Customized Solutions: He believes every agreement is unique and requires a tailored approach.

Proactive Guidance: Advocate Maharaj ensures clients are aware of potential pitfalls and guides them in crafting robust agreements.

Litigation Support: In cases of disputes, he provides expert representation to protect his clients’ interests.

Read Also More Information:-

Devesh Maharaj A Beacon of Legal Excellence in Trinidad Devesh Maharaj Trinidad — Legal Remedies for Workplace Harassment

Conclusion

Contracts are vital in maintaining trust and clarity between parties. Avoiding these top 10 mistakes, as highlighted by Advocate Devesh Maharaj, can save you from unnecessary legal hassles and financial losses. Whether you are drafting a simple lease or a complex business agreement, professional guidance is invaluable.

By addressing these pitfalls proactively, you can ensure your contracts stand up to scrutiny and fulfill their intended purpose. Always remember, when in doubt, consult an experienced attorney to safeguard your interests.

Source:- Top 10 Mistakes to Avoid in a Contract Agreement — Advocate Devesh Maharaj Attorney

[deveshmaharaj]

Top 10 Mistakes to Avoid in a Contract Agreement — Advocate Devesh Maharaj Attorney

Contracts are the foundation of most professional and personal agreements, and their success depends on careful drafting and clear understanding by all parties involved. Advocate Devesh Maharaj Attorney, a seasoned attorney with years of experience in contract law, highlights the critical mistakes to avoid when crafting or signing contract agreements. These mistakes can lead to disputes, financial losses, and legal liabilities. Here’s an in-depth guide to ensure your contracts are airtight and mutually beneficial.

1. Lack of Clarity in Terms

One of the most common mistakes is ambiguous or vague language. Terms like “reasonable time” or “appropriate effort” can be interpreted differently by parties, leading to misunderstandings.

Solution: Define all terms explicitly. For instance, instead of saying “payment will be made soon,” specify “payment will be made within 30 days of invoice receipt.”

2. Failure to Define Roles and Responsibilities

A contract that does not clearly outline each party’s duties can lead to disputes and unmet expectations.

Solution: Ensure every role, task, and responsibility is detailed. For example, if hiring a contractor, describe the scope of work, deadlines, and deliverables in measurable terms.

3. Ignoring Legal Compliance

Contracts must comply with applicable laws and regulations. Overlooking this can render the agreement unenforceable.

Solution: Consult an attorney like Advocate Devesh Maharaj to ensure compliance with local, national, and international laws. Include a severability clause to protect the contract if one provision is found invalid.

4. Inadequate Consideration

Contracts require consideration — a mutual exchange of value. Failure to include this can lead to the contract being void.

Solution: Clearly define the exchange of goods, services, or monetary value. For example, specify the exact amount or service being exchanged and when it will occur.

5. Overlooking Termination Clauses

Without clear termination terms, disputes over ending the agreement can arise.

Solution: Include a termination clause specifying conditions for ending the contract, notice periods, and consequences for breach.

6. Failure to Anticipate Dispute Resolution

Contracts without dispute resolution mechanisms can lead to lengthy and expensive litigation.

Solution: Advocate Maharaj advises including an arbitration or mediation clause. Specify the governing law and jurisdiction to avoid conflicts about where disputes will be resolved.

7. Relying on Oral Agreements

While oral agreements are valid in some jurisdictions, they are challenging to prove in court.

Solution: Always put agreements in writing, even for informal arrangements. Written contracts provide tangible proof of the terms agreed upon.

8. Not Reviewing Boilerplate Clauses

Standard or boilerplate clauses, like indemnity, force majeure, and confidentiality, often go unchecked but can have significant implications.

Solution: Review these clauses carefully. Tailor them to suit the specific needs of the agreement. For example, ensure the confidentiality clause aligns with your business’s privacy policies.

9. Ignoring Renewal and Term Deadlines

Contracts often have fixed terms with renewal clauses that parties overlook.

Solution: Advocate Devesh Maharaj recommends calendaring renewal dates and setting reminders. Negotiate terms before automatic renewals occur to avoid being locked into unfavorable conditions.

10. Skipping Legal Review

Many people skip having a professional review their contract, thinking it’s straightforward or to save costs.

Solution: Engage an experienced attorney like Advocate Maharaj to review or draft your contracts. A professional eye can catch errors, ensure legal compliance, and protect your interests.

Real-Life Examples of Contractual Errors

Ambiguity in Business Partnerships A company signed a vague partnership agreement, leading to disputes over revenue sharing. Legal intervention revealed the lack of clarity in profit-sharing clauses.

Non-Compliance in International Deals An export company failed to comply with import regulations in a foreign country, resulting in fines and voided contracts.

Oral Agreement Dispute A contractor claimed payment based on an oral agreement, but without written proof, the case became a lengthy court battle.

The Role of Advocate Devesh Maharaj

Advocate Maharaj emphasizes the importance of thoroughness in contract drafting. With extensive experience in corporate and civil law, he offers valuable insights:

Customized Solutions: He believes every agreement is unique and requires a tailored approach.

Proactive Guidance: Advocate Maharaj ensures clients are aware of potential pitfalls and guides them in crafting robust agreements.

Litigation Support: In cases of disputes, he provides expert representation to protect his clients’ interests.

Read Also More Information:-

Devesh Maharaj A Beacon of Legal Excellence in Trinidad Devesh Maharaj Trinidad — Legal Remedies for Workplace Harassment

Conclusion

Contracts are vital in maintaining trust and clarity between parties. Avoiding these top 10 mistakes, as highlighted by Advocate Devesh Maharaj, can save you from unnecessary legal hassles and financial losses. Whether you are drafting a simple lease or a complex business agreement, professional guidance is invaluable.

By addressing these pitfalls proactively, you can ensure your contracts stand up to scrutiny and fulfill their intended purpose. Always remember, when in doubt, consult an experienced attorney to safeguard your interests.

Source:- Top 10 Mistakes to Avoid in a Contract Agreement — Advocate Devesh Maharaj Attorney

[rmfantasysetpieces1]

Both players were initially registered for the first half of the season due to La Liga’s strict wage cap regulations. However, their licenses were revoked on January 1, 2025, after the club failed to meet financial compliance rules. The joint committee overseeing the matter cited Articles 130.2 and 141.5 of the RFEF General Regulations, which prohibit a player from being re-registered by the same club within the same season after a license has been nullified. This decision followed the club’s failed attempts to secure extensions in two separate court cases. The Catalans had previously argued “force majeure” to justify the new registrations, claiming they had sold VIP seats at the future Camp Nou to generate €100 million and boost their budget. However, both La Liga and the RFEF rejected the plea, emphasizing that no exceptions could be made under the current regulatory framework. Spanish media reports indicate that Olmo’s contract includes a release clause that allows him to leave on a free transfer if he remains unregistered. Furthermore, Barcelona cannot loan him to another club without a valid license, adding to the urgency of resolving the issue. https://worldsoccertalk.com/news/la-liga-says-no-to-barcelonas-registration-again-whats-next-for-hansi-flicks-club-and-premier-league-target-dani-olmo/ Joan Laporta: "The financial fair play rules in Spain are a hindrance, a limitation. We must overcome this struggle. We have no support from La Liga, as the rules here are very tough compared to other countries." https://barcauniversal.com/understanding-la-ligas-financial-fair-play-rules-and-barcelonas-transfer-struggles/ but what is going on with OL proves this isn't true France has similar rules, man up Laporta

#rmsoccer

IN AMENDMENT

here are the images of the bylaws

the regulatory laws pdf, look for yourself

https://rfef.es/sites/default/files/2023-07/Reglamento%20General%20edici%C3%B3n%20julio%202023.pdf