Browsing All Posts filed under »Contract Law«

Non Disclosure Agreement in Brief

January 8, 2017

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Signing of a Non Disclosure Agreement (NDA) is a common business practice, or a prerequisite, before any contract negotiation. So, what is NDA all about? The agreement, in this context, aims to restrict the signing parties to reveal any of the confidential information to the third parties. If the signing party breach this contractual obligation […]

Battle of Forms

December 15, 2015

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‘Battle of forms’ is a very common problem in the modern commercial practice. So, what is ‘battle of forms’? A buyer offers to buy goods from another, on his own template of purchase order, which contains its standard conditions of trade. While the seller accepts the buyer’s purchase order, in its confirmation note or invoices, […]

CISG and Formation of Contract

December 14, 2015

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One of the reasons that I prefer to adopt The Vienna Convention on Contracts for the International Sale of Goods 1980 (CISG), as the choice of law, for the contract of international sale of goods – because it shares similar principles with English contract law. The following are some of the salient points of CISG, […]

CISG In Brief

December 11, 2015

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When I draft a cross-borders contract on sale of good, I prefer to adopt Vienna Convention on Contracts for the International Sale of Goods 1980 (CISG) as the preferred choice of law. CISG is the result of United Nations Commission on International Trade Law (UNCITRAL) in harmonizes the law relate to international trade. It becomes binding once the […]

Inchoate Agreement

July 22, 2015

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Image courtesy of Jeroen van Oostrom at FreeDigitalPhotos.net In practice, the parties in the contract negotiation do not move from total non-agreement to complete agreement at once, except in the simplest contract. The parties may reach consensus on those undisputed terms and clauses first, and leave some questions to be resolved at a later date […]

Withholding Tax In Brief

April 20, 2015

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When a corporate counsel negotiate for a cross border transaction with a customer from an uncharted territory, it is important to understand the withholding tax (WHT) requirements of the customer’s residence country. In short, WHT is imposed on non-residents (seller) who has business dealings within a tax jurisdiction. The law will require the customer to […]

Permanent Establishment Risk

April 17, 2015

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When one draft, review or negotiate for an international trade contract, as or for seller (or exporter), it is essential to have fundamental knowledge on local taxation, to minimize the risk of ‘permanent establishment’ (PE). In brief, when the seller is carrying on the business at another country, the latter tax regime may view the […]

Competition Law In Brief

April 15, 2015

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Malaysia is relatively a new jurisdiction in the development and enforcement of competition law. The principal legislation, i.e. Competition Act 2010, is enforceable from 2012. Competition law, also known as antitrust law or antimonopoly law, which is promoting market competition by regulating anti-competitive conducts of the commercial entities. Therefore, the commercial contracts within the jurisdictions […]

Adoption of CISG

January 20, 2015

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‘Choice of laws’ in an international trade contract, i.e. which (domestic) law should apply in the event of disputes, could be contentious during a contract negotiation. The parties may bargain their own domestic law is the preferred choice. In a stalemate situation, the parties may have to adopt a third country domestic law as the […]

Romalpa Clause

January 18, 2015

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Romalpa clause, also known as ‘Retention of Title’ (ROT) clause. It is always adopted into contracts of good on credit terms. The clause is applicable on both domestic trade and international trade, and acceptable in most of the jurisdictions. What is Romalpa clause? It is a contractual provision which allows the title (or ownership) to the goods remains vested […]

Incoterms

January 15, 2015

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‘Incoterms 2010’, is a familiar term in an international trade contract. Thus, as a corporate counsel, I have to familiar the usage of this. What is Incoterms? Incoterms, which is short for ‘international commercial terms’, were established in 1936 by International Chamber of Commerce. Since then, the terms have been revised for eight times and […]

Liquidated Damages

January 13, 2015

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In some of the commercial contract negotiations that I involved, there are lengthy discussion on liquidated damages clause is always contentious between the parties. What is ‘liquidated damages’? It is a fixed and contractually agreed sum of money which is payable by the defaulting party, or a genuine pre-estimate of the actual loss that an […]