While several jurisdictions can count on abusive clause’s laws to give shelter to consumers, France tackled such abuses between commercial entities too with a 2008-law.
The Four main takeaways are that:
- the range of actions is growing and reaches also relationship of unbalanced paower
- a ruling is not limited to the single clause but the the overall contract
- the unbalancement is quite broad as a concept, therefore rather far-reaching
- the check on the legitimity is now even extended to the price assessment.
Webinar from DLA Piper on Intl JV.
Commercial Agreements in JV Context
Joint Development Agreements
Purchase and Supply Agreements
Within Commercial contracts, there is no such duty, or at least that has been confirmed in an appeal against BlackRock Clinic. This is due to the fact that Irish law does not contain any duty of Good Faith nor of fair dealings (except a few exceptions, like the partnerships and in relation to insurance contracts).
Don’t ever try to make customers sign any agreement to circumvent their right to review one service. If you still have such clauses in your contracts, just erase them and do not even think of enforcing them.
Renewal clauses must be clear and conspicuous+ affirmative consent are required before charging a customer’s account + an acknowledgment including the automatic-renewal terms, cancellation policy and information regarding how to cancel the subscription in a manner that is capable of being retained by the consumer must be provided to the customer.
Kenneth Adams has had his hands dirty on revisiting this provision.
Useful PDF from HSF to approach the basics of English Contract Law, regarding:
- Formation of a contract,
- Status of express written terms,
- Precedence of conflicting contractual provisions,
- Endeavours obligations,
- Remedies and limitation of liability,
Interesting news from UK.
All companies with, at least 2 of these thresholds met on the last two balance sheet dates:
- Turnover > £36 million
- Balance sheet total > £18 million
- 250+ employees on average
And all parent companies which satisfy the above and also, as a group, comply with, at least, 2 of these thresholds on the last two balance sheet dates:
- Aggregate turnover is £36 million net (or £43.2 million gross)
- Aggregate balance sheet total is £18 million net (or £21.6 million gross)
- Aggregate employees are 250
Will have to report, from 6 April 2017 :
- Descriptions of:
- ‘standard’ payment terms ,including:
- Contractual length of time for payment of invoices
- Maximum contractual payment period
- Any changes to the ‘standard’ payment terms in the reporting period and how suppliers have been notified or consulted on these changes
- Dispute resolution process related to payment
- Statistics on:
- The average # of days to make payments from receipt of invoice,
- % of payments in the reporting period within (i) 30 days or less, (ii) 31 to 60 days and (iii) 61 days or longer,
- % of payments due in the reporting period which were not paid within agreed terms
- Yes / No statements about:
- the availability of supply chain finance and e-invoicing
- existence of practices and policies to deduct sums from payments to keep the suppliers on the supplier list
- membership with a payment code and the name of the code (if applicable)
Mr. Trump is an amazing person and businessman. Seriously.
He purchased this golf course in Florida on the edge of Bankruptcy (purchasing price $5m, debts $50m). Then he had all its members wishing to withdraw their membership written that this would be only possible when new members would come in (potentially some-years away from that day) and that they could forget about their refunds.
Tiny details: Contract Law; a federal Judge condamned the golf course to pay back $5.7 million for refusing to refund membership fees ($4.85 million in withheld fees, plus an additional $925,000 in interest and other costs).