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Agency and Distribution Agreements

Part A
(Max. 2000 words) 50% of the mark

Review Problem 2 Agency and Distribution Agreements (page 213 6th Edition)

(1) Review the materials on choice of forum clauses and arbitration (as provided separately) Then consider Article 20 of the Distributorship Agreement. Why does it opt for an arbitration clause? If
you were representing Impo, would you resist the attempt to provide for arbitration in the United States by an American organization? On what grounds?
On what grounds might Techno resist?

(2) Consider the choice of law clause in Article 21. Is it sufficient to exclude
application of the CISG? If not, do you think it would be desirable to do so?

(3) Under Article 7, who is responsible for the costs of transporting Techno
Products from Colorado to Germany? Does the Agreement make proper use of
the Incoterms?

(4) Review the case Ingmar v Eaton (as provided separately), and provide your own summary on why this case is significant in the context of transnational business law.

Part B
(Max. 2500 words) 50% of the mark

Review the joint-venture contract (as provided separately) and address the following questions:

(1) Review the responsibilities of the parties set forth in Paragraph 7. Do they
provide an indication of what each party expects the other to bring to the joint

(2) If American Hair Products is concerned about its ability to control the
day-to-day operations of the joint venture, which of the following should be
most important to it: (a) the ability to elect a majority of the joint venture’s
directors; (b) the ability to appoint the chairperson of the board; or (c) the
ability to appoint the joint venture’s general manager?

(3) In what ways does the Joint Venture Contract protect the interests of the
minority partner? Do those protections seem adequate? Do they seem excessive?

(4) Some issues related to the transfer of American’s patents and know-how are
dealt with in Paragraph 8. As counsel for American, would you be satisfied
with the ways in which they are handled? What further provisions would you
want to include in the Technology Transfer Agreement to protect American’s

(5) If American becomes disenchanted with its partner’s performance, what
options would it have under the Joint Venture Contract?

(6) Identify one or more issues that you would modify in the joint-venture

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