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Licenses, Leases And Other Contractual Arrangements For The Exploration And Production Of Petroleum A Comparative Study Between Nigeria And The United States, Omolara Elumelu Jan 2007

Licenses, Leases And Other Contractual Arrangements For The Exploration And Production Of Petroleum A Comparative Study Between Nigeria And The United States, Omolara Elumelu

LLM Theses and Essays

Much has been written about Oil and Gas leases. This paper focuses on the various Oil and Gas leases and other contractual arrangements for oil and gas exploration and production in Nigeria and the United States. The paper examines the origin, structure, development and mode of operations in both jurisdictions and concludes with a comparative analysis of both jurisdictions.


Pre-Contractual Obligations In France And The United States, Florence Caterini May 2005

Pre-Contractual Obligations In France And The United States, Florence Caterini

LLM Theses and Essays

This thesis compares the pre-contractual obligations in France and the United States. The focus of this study is to analyze how both legal systems deal with these pre-contractual obligations. It focuses on the possibilities given to the parties to protect themselves during the negotiation process. In event of breach of negotiations, the law gives legal remedies to the parties. French and American laws have a different analysis of the problem but they reach similar result: liability under contract law when a contract has been formed or a tentative agreement, or under tort law when no agreement whatsoever has been reached.


An Analysis Of The Duty To Negotiate In Good Faith: Precontractual Liability And Preliminary Agreement, Aarti Arunachalam Aug 2002

An Analysis Of The Duty To Negotiate In Good Faith: Precontractual Liability And Preliminary Agreement, Aarti Arunachalam

LLM Theses and Essays

Good faith is one concept that defies a clear definition and courts have struggled to understand and establish its scope and ambit. This paper just seeks to analyze the scope of the duty of good faith as understood at the stage when actually no contract has been formed. Despite considerable support for the existence of a duty of good faith, courts in US have not been very receptive in recognizing the duty of good faith especially in the precontractual stage, especially when parties enter into preliminary agreement. Courts have relied on the a number of factors to determine the enforceability …


Gap-Filling And Freedom Of Contract, Shumei Lu May 2000

Gap-Filling And Freedom Of Contract, Shumei Lu

LLM Theses and Essays

When a client asks his lawyer what his duties are under a particular contract, normally the lawyer’s first response is “show me the contract.” Does the contract provide all the contract duties in its expressed form? Definitely not. By now everyone acknowledges that, to some extent, all contracts have some gaps. Even the most carefully drafted document rests on volumes of assumptions that cannot be explicitly expressed.1 The inevitability of gaps reflects both our “relative ignorance of fact” and “our relative indeterminacy of aim.” Generally speaking, there are three types of gaps: first, the parties to a contract have not …


Legal Aspects Of International Transfer Of Technology, Anna Mikhailovna Otkina Jan 1999

Legal Aspects Of International Transfer Of Technology, Anna Mikhailovna Otkina

LLM Theses and Essays

For any international law practitioner issues relating to technology and proprietary information can arise in a number of a different situation. For example, transactions involving foreign distribution and sales rights relating to domestic products are a common part of the day-to-day practice of anyone engaged in the multinational business arena. Many of those transactions involve a contractual agreement in the form of a license, which is intended to transfer to the licensee the technology and related information, and the legal rights therewith, necessary to complete successfully the objective of the transaction: the distribution and sale of the domestic product at …


The Legal Status Of Teachers: A Comparative Study Between The System In The United States And The System In Belgium., Hildegard Ann Schmidt Jan 1999

The Legal Status Of Teachers: A Comparative Study Between The System In The United States And The System In Belgium., Hildegard Ann Schmidt

LLM Theses and Essays

The legal status of the teacher refers to his life both inside and outside the classroom. The most obvious part of his job is teaching, which consists of the passing of knowledge to his students. Yet before he enters the classroom, there are issues to be resolved. For instance, the nature of the employment contract must be determined. Since job security is a substantial matter, the teacher needs to know whether the employment contract is at will. If it is not an at-will contract, the reasons for dismissal should be clearly established. The teacher also will be concerned about the …


The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser Jan 1998

The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser

LLM Theses and Essays

The drafting process of the most successful international uniform law of the last decades, the 1980 United Nations Convention on the International Sale of Goods (CISG) reflected that in order to become a set of "well-balanced subsidiary rules," international uniform must be drafted and implemented carefully. It is essential that an international uniform law is adapted to diverse cultures. The different needs and demands of the varied socio-economic systems and legal structures, perceptions, procedures, and cultures of the distinct legal systems of this world are a main and omnipresent consideration and must be capable of absorbing the unified law. Either …


Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang Jan 1998

Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang

LLM Theses and Essays

The increase of merger and acquisition(M&A) activity since 1992 has resulted mainly from a domestic economic recovery. The current M&A trend shows that M&A is still an important means of enhancing many corporations' competitive power and of stimulating growth in such areas as computer software and services, wholesale and distribution, miscellaneous services, banking and finance, and leisure and entertainment. Fundraising for mezzanine-fund financing, which reflects investors' foresight about current and future M&A trends, has also seen rapid growth. After the Tax Reform Act of 1986 and the repeal of the General Utilities doctrine, the elimination of the capital gain preference …


International Jurisdiction In Products Liability Cases (Analysis Of Asahi And Post-Asahi Cases), Tsutomu Kuribayashi Jan 1997

International Jurisdiction In Products Liability Cases (Analysis Of Asahi And Post-Asahi Cases), Tsutomu Kuribayashi

LLM Theses and Essays

With the increase of foreign trade, there has also been an increase in the number of foreign manufacturers and distributors involved in product liability litigation in the United States. In many cases, the products from these foreign manufacturers and distributors reach the forum states through the stream of commerce, and are distributed to the customers by regional distributors, wholesalers, and retailers. Therefore, in many product liability cases where defective products from these foreign manufacturers and distributors cause injuries to people in the United States, those foreign companies do not have a direct relationship with the forum states. In these cases, …


The Value Of Public-Notice Filing Under Uniform Commercial Code Article 9: A Comparison With The German Legal System Of Securities In Personal Property, Jens Hausmann Jan 1995

The Value Of Public-Notice Filing Under Uniform Commercial Code Article 9: A Comparison With The German Legal System Of Securities In Personal Property, Jens Hausmann

LLM Theses and Essays

In contrast to the public-notice filing system under U.C.C. Article 9, the modern German law of securities in personal property lacks publicity of security interests. The German courts have developed a mesh of priority rules exhaustively described in this analysis. Despite the costs and risks arising under the formal filing system, the U.C.C. accomplishes a preferable balance of interests involved in secured transactions. It assures certainty to creditors about the priority of security interests in particular assets, whereas the German law comprehensively recognizes the debtor’s interest in the secrecy of the transaction and the need for external capital. Regarding the …


International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg Jan 1995

International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg

LLM Theses and Essays

Arbitration has long been regarded as a process that combines finality of decision with speed, low expense, and flexibility in solving problems. For these reasons, arbitration is often favored over litigation for dispute resolution. Particularly in international cases, a businessman may avoid litigation in a foreign country for various reasons: he may be unfamiliar with the proceedings; he may be afraid to find a “forum hostile” because of the different legal and cultural background of the judges; and he may wish to avoid the uncertainty concerning the law arising from the contract. Arbitration proceedings have been held constitutional by the …


Internal Governance Standards, Suramya Balachandran Jan 1995

Internal Governance Standards, Suramya Balachandran

LLM Theses and Essays

Corporate control has a variety of connotations; it can mean the group of individuals who are regarded as “the control” of a corporation, the office of a corporation, or a fiduciary relationship between the office holder and the corporation. Corporate control transactions are changes in a corporation’s structure motivated by the desire for growth of the corporation, such as setting up new divisions, acquiring or being acquired by another corporation, selling or buying stock, and entering or leaving markets. Control transactions have been a successful business practice since the 1980s. The first part of this thesis analyzes the benefits of …


Notification Of Documentary Discrepancies In Letter Of Credit Transactions, Hong Liu Jan 1995

Notification Of Documentary Discrepancies In Letter Of Credit Transactions, Hong Liu

LLM Theses and Essays

The objective of the thesis is to examine only one aspect of the legal relationship between an issuer and a beneficiary, i.e., an issuer’s duties regarding notifying a beneficiary of documentary discrepancies in the letter of credit transactions. To lay down a theoretical foundation, the basic principle of the letter of credit law and policy considerations for this legal obligation will be explored in the thesis. In Chapter II, the relevant provisions of the U.C.C and U.C.P. will be examined and compared. Chapter III will focus on how the courts interpret and apply the U.C.C and U.C.P. in the cases …


Job Security: Protecting At-Will Employees With Good Cause Legislation, Mayumi Yokoyama Jan 1995

Job Security: Protecting At-Will Employees With Good Cause Legislation, Mayumi Yokoyama

LLM Theses and Essays

Recent decades have witnessed significant developments in employment termination law in the United States. In particular, the long-standing “at-will” doctrine, under which employers can fire employees for good, bad, or no reason at all, has experienced great erosion and wide variations in law from state to state. There has been a movement of statutory and common law restrictions limiting an employer’s freedom to terminate at will, which reflects the increasing consciousness of job security by society and workers. This paper analyzes the problem of job security by tracing the origin of the at-will doctrine to 19th century principles favoring economic …


Legal Implications Of The Virtual Enterprise, Jan Gerhard Werner Jan 1993

Legal Implications Of The Virtual Enterprise, Jan Gerhard Werner

LLM Theses and Essays

With technologies changing so rapidly today, being competitive in the market often requires corporations to form alliances and new types of relationships. One of these relationships is a Virtual Enterprise, which are similar to joint ventures and strategic alliances but are less formal, short lived, and highly flexible. Virtual Enterprises are especially useful when developing or producing computer products, biotechnology, telecommunications, industrial equipment, and consumer electronics. The characteristics of a Virtual Enterprise along with the special problems attorneys face in supporting their development, maintenance, and termination are analyzed in this thesis. Due to the informal and fast change nature of …


Non-Conforming Tender And Attempt At Cure: A Comparative Study Of The Uniform Code And The United Nations Convention On Contracts For The International Sale Of Goods, Wei Mou Jan 1993

Non-Conforming Tender And Attempt At Cure: A Comparative Study Of The Uniform Code And The United Nations Convention On Contracts For The International Sale Of Goods, Wei Mou

LLM Theses and Essays

The seller’s right to cure in case of a breach is an area of significance in domestic as well as international sales. In resolving conflict between trading parties due to the breach, the seller’s cure of the non-conforming tenders is generally recognized as the most effective and economically sound measure to avoid litigation costs, minimize damages, and time waste, and most importantly, achieve respective contractual purposes of the parties. This thesis will attempt to illustrate significant differences between CISG and U.C.C. as to basic policies governing of contract, remedies available to the buyer in response to the seller’s breach, and …


Controlling The Franchiser's Right To Cancel The Franchise Relationship: Fairness As An Underlying Principle, Mirja Huovinen Jan 1993

Controlling The Franchiser's Right To Cancel The Franchise Relationship: Fairness As An Underlying Principle, Mirja Huovinen

LLM Theses and Essays

Franchises are critically important arrangements for the distribution of goods and services in the US. It has been estimated that a third of all retail sales occur through franchising. Franchising is a cooperative arrangement, in which the franchisor and the franchisee are both investors. The franchiser contributes its name, expertise, and resources. But franchisee adds its own investment, gains its own ownership and vitally interested in the success of the venture. Chapter II introduces generally the chief elements of a franchise relationship, and special problems and alternative solution concerning franchise cancellation situations. In a franchise relationship, the franchisor acts as …


Reinsurance: Bad Faith Considerations And Insolvency Dilemma, Hui-Ju Hsieh Jan 1992

Reinsurance: Bad Faith Considerations And Insolvency Dilemma, Hui-Ju Hsieh

LLM Theses and Essays

Reinsurance is insurance that an insurance company purchases from another insurance company. The original insurance company is called the reinsured, and the insurance company that is contracted is called the reinsurer. The main purpose of reinsurance is to disperse or spread the risk of loss. The reinsurance relationship is frequently characterized as an exercise of fiduciary responsibility based upon an undertaking of utmost good faith between contracting parties. However, disputes arise; most litigation involving reinsurance has been between reinsurers and persons not party to the reinsurance agreement. This paper’s first major area of discussion is the relationship between the reinsurer …


Negotiation Of International Agreements: Legal And Practical Problems In The Third World Countries, Kuwayaway Stephen Stephen Jan 1992

Negotiation Of International Agreements: Legal And Practical Problems In The Third World Countries, Kuwayaway Stephen Stephen

LLM Theses and Essays

The purpose of this study was to investigate problems in negotiation of international agreements in Third World countries, to shed light on the salient features in negotiation agreements between developed and developing countries, and to propose measures to assess the situation. This study provides detailed description and techniques used in negotiating these agreements in international negotiations. The study reveals that when negotiating within unequal bargaining power, the weak party stands to lose because it enters the agreement without free will; consequently, the agreement becomes unenforceable. Three factors have been identified as being obstacles to freedom of contract, ie. The unequal …


Negotiation Of International Agreements: Legal And Practical Problems In The Third World Countries, Kuwayaway Stephen Kuwayaway Jan 1992

Negotiation Of International Agreements: Legal And Practical Problems In The Third World Countries, Kuwayaway Stephen Kuwayaway

LLM Theses and Essays

The purpose of this study was to investigate problems in negotiation of international agreements in Third World countries, to shed light on the salient features in negotiation agreements between developed and developing countries, and to propose measures to assess the situation. This study provides detailed description and techniques used in negotiating these agreements in international negotiations. The study reveals that when negotiating within unequal bargaining power, the weak party stands to lose because it enters the agreement without free will; consequently, the agreement becomes unenforceable. Three factors have been identified as being obstacles to freedom of contract, ie. The unequal …


United States Government Contract: The Unilateral Act Of Government Contracting, Sawvalak Chulpongstorn Jan 1991

United States Government Contract: The Unilateral Act Of Government Contracting, Sawvalak Chulpongstorn

LLM Theses and Essays

The debarment, suspension, and termination of the Government contract can cause a sudden financial ruin or bankruptcy of the contractor. Consequently, the question of whether the Government’s debarment, suspension, and termination is proper can be of vital importance. This thesis, in consequence, will focus on two major problem areas of the unilateral act of the government in contracting with the contractor. The first problem area is whether the debarment and suspension meet the requirement of due process of law. The second problem area is whether or not the government’s right to terminate the contract is proper or legal in specific …


Essential Functional Issues In Nepalese Contract Law: A Comparison With United States Law, Tribhuban Dev Bhatta Jan 1990

Essential Functional Issues In Nepalese Contract Law: A Comparison With United States Law, Tribhuban Dev Bhatta

LLM Theses and Essays

American and Nepalese contract law may be put at two ends of spectrum. The former legal system is a long parent system. This comparative study will probe some of the causes of the stasis in Nepalese contract law by examining the Contract Act, cases adjudicated under it, and related provisions of the other laws. The inquiry is restricted to certain selected areas of functional interest form a Nepalese perspective and does not purport to examine interest interrelated doctrinal or other areas with equal thoroughness. The approach throughout is to study the Anglo-American contract law on the subject and compare Nepalese …


Choice Of Law Clauses In Consumer Contracts: A Comparative Study Of American And E.E.C. Law, Jean-Marie Henckaerts Jan 1990

Choice Of Law Clauses In Consumer Contracts: A Comparative Study Of American And E.E.C. Law, Jean-Marie Henckaerts

LLM Theses and Essays

The selection of the law applicable to a certain relationship may seem to be the sole purpose of choice of law rules. However, it is questionable whether this choice should be made independent from the content of the various laws available. The selection of the most appropriate law cannot disregard the social, economic and political values that form the basis of substantive rules. In modern legal systems, social values such as consumer protection are recognized to a growing extent.

The present work explores the concept of choice of law – namely party autonomy with a focus on consumer contracts in …


The Warranty Of Quality In Sale Of Goods Under The Perspective Of The American And French Law, Renaud Baguenault De Puchesse Jan 1989

The Warranty Of Quality In Sale Of Goods Under The Perspective Of The American And French Law, Renaud Baguenault De Puchesse

LLM Theses and Essays

While the United States’ common law system is characterized by diversity due to each state having its own set of rules, in certain areas there are nationwide legislative attempts of unification and standardization. One such attempt is the adoption of the Uniform Commercial Code which governs the sale of goods law in the United States. The French civil law system generally differs greatly from the American system in that it is primarily based upon statutes and codes. However, the American Uniform Commercial Code and the French Civil Code provide tangible, comparable bases to assess similarities and differences between American and …


Choice Of Law Issues In International Sale Of Goods Contracts, Bayu Seto Hardjowahono Jan 1989

Choice Of Law Issues In International Sale Of Goods Contracts, Bayu Seto Hardjowahono

LLM Theses and Essays

The growing quality and quantity of today’s international sales of goods activities is unquestionably influential and vital to the shaping of current national economies throughout the world.

The present work will explore the issue of choice of law questions in international sale of goods contracts by examining the approaches of the Vienna 1980 Convention, the Hague 1955 Convention and the 1985 Draft Convention. The present work concludes by showing that it is advisable for a forum to use the 2nd Restatement approach in such a situation because of the degree of flexibility it offers in international trade practices.


Interpretation Of Contemporary Commercial Agreement A Comparative Study, Qing Cai Jan 1989

Interpretation Of Contemporary Commercial Agreement A Comparative Study, Qing Cai

LLM Theses and Essays

Many disputes arising under commercial agreements turn upon the interpretation of the agreement. Interpretation is the process by which a court ascertain in meaning that it will give to the language used by the parties in determining the legal effect of an existing agreement. It also involves questions as to whether additional duties or excuses will be implied. In addition, interpretation can be relevant to contract formation since courts may be forced to determine the meaning of communication used by the parties before they determine whether the parties have reached an agreement. To some extent, how the judges interpret the …


Remedies For Breach Of Contract Under The Uniform Commercial Code, The General Conditions Of Delivery Of Goods Of The Council For Mutual Economic Assistance And The United Nations Convention On Contracts For The International Sale Of Goods, Hasan T. Choudhury Jan 1988

Remedies For Breach Of Contract Under The Uniform Commercial Code, The General Conditions Of Delivery Of Goods Of The Council For Mutual Economic Assistance And The United Nations Convention On Contracts For The International Sale Of Goods, Hasan T. Choudhury

LLM Theses and Essays

This thesis attempts to examine and compare an important component of any law of contract for the sale of goods, namely, the remedies available to an aggrieved party following a breach of contract. The first part of the thesis deals with the historical background of the uniform laws, their scope and specific characteristics. The following chapters examine the status, role and significance of the two major remedies - the damages and specific performance, in the major legal systems and the uniform laws. In addition, it compares the remaining remedial provisions and concludes that, although the major legal systems of the …


Protection Of Shipowners’ Liability Under United States Law And Marine Insurance Practice, Izak Stephanus Fourie Jan 1987

Protection Of Shipowners’ Liability Under United States Law And Marine Insurance Practice, Izak Stephanus Fourie

LLM Theses and Essays

Shipowners are exposed to a variety of risks that are, to a large extent, unique to maritime business. Because of factors like the recent increase in the size and value of ships, increase in marine traffic, enactment of legislation imposing new liabilities, and the tendency of courts to make huge awards to personal injury and death claims, shipowners are exposed to potential losses or claims worth millions of dollars in the event of disaster. These heavy risks led to the establishment of the marine insurance industry, as well as the enactment of legislation that limits shipowners’ liability. This legislation was …


Toward A Comprehensive Theory Of Standard Form Contract Law: A Synthesis Of The Best From Germany And America, Dagmar Thurmann Jan 1986

Toward A Comprehensive Theory Of Standard Form Contract Law: A Synthesis Of The Best From Germany And America, Dagmar Thurmann

LLM Theses and Essays

The theory of this paper is simple: the law has to deal with 20th Century real contracts instead of blindly applying 19th Century classical “bargained for” contract law. Not to face the reality of the modern “unbargained for” adhesion contract disappoints the justified expectations of both parties, that is, the one drafting standard form terms and the one submitting to them. The subject of standard contract forms is appropriate for a comparative analysis between German and American contracts law.