JOINT VENTURE University of Macerata Department of

Transcript:JOINT VENTURE University of Macerata Department of:
JOINT VENTURE University of Macerata Department of Economics and Law International Contract Law A.Y. 2018-2019 Dr. Gianluca Toscano, Attorney at Law Contract Law Phd 1 B2B Relationships Enterprises (and professionals as well) need to build relations with other entities in order to achieve their objectives, like making profits, increasing market share, enhance their competitiveness. Essentially, these are the reasons why individuals and companies enter into contracts. Every contractual connection requires some sort of cooperation between the parties. However, we can clearly identify different types of agreements on the basis of how strong and deep their bonds they are. Different degrees of integration are related to different purposes of the parties that enter into the contract 2 Types of contracts Exchange contracts (sale of goods, provision of services): one party promises to pay money (or another valuable asset) in exchange of goods or services provided by another party ————> CONFLICT OF INTERESTS, MINIMUM INTEGRATION Distribution contracts (agency, franchising, distribution and dealer agreements): parties execute a main agreement to establish terms and conditions of frequent deals, thus creating a stable long-term relationship————> COMMON INTERESTS, COOPERATING CONDUCT, INDEPENDENT ENTITIES Time-limited partnership contracts: (Unincorporated J.V.): parties make a commitment to cooperate for a specific project or in a predetermined period, in a condition of equality, yet not establishing a new entity—————> COMMON INTERESTS, CONTRACTUAL BONDS, SAME RIGHTS AND DUTIES Incorporation contracts: (Corporation agreement, Incorporated J.V.): two or more individuals and/or companies set up a new corporation with its own legal rights and liability, whose capital is owned by shareholders ———————> COMMON INTERESTS, NEW ENTITY, MEMBERS SHARE RIGHTS AND DUTIES 3 KINDS OF JOINT VENTURE UNINCORPORATED JOINT VENTURE (i.e. Contractual J.V.) INCORPORATED JOINT VENTURE (i.e. Equity J.V.) 4 International Joint Venture Both Unincorporated and Incorporated J.V. are deemed to be International contracts when law systems of two or more countries are potentially applicable to the execution, interpretation or performance of the contract. Examples of international J.V.: parties are located in different countries parties are located in the same country, but obligations arising out of the contract must be performed in another one In case of Incorporated J.V., the brand new corporation is set in a different country from the one where one party is located 5 Unincorporated Joint Venture Distinctive features Parties to the contract (named co-venturers) remain independent. They do not set up any new legal entity Duration of the agreement is predetermined in