Ten Things Civil Law-system Lawyers Should Know About Common Law Contracts (That They Didn’t Teach Me at Law School)
Sancho Guibert, Associate General Counsel, Citibank, Spain
My most sincere apologies to those readers who are qualified in common law jurisdictions as this paper is mainly addressed to an audience of civil law-system lawyers who, as myself, might be occasionally confronted with common law nuances at the time of reviewing contracts related to international transactions. Since I started practicing law at an international law firm I’ve always thought that a minimum knowledge of the basics surrounding the common law is really helpful to understand legal issues in international transactions, as in fact civil law system and common law systems differ substantially on general principles and concepts such as the ones outlined above. Given that the world’s most influential business venues are in common law countries , this paper intends to provide an overview of common law-based contracts with which civil law-system lawyers may get bogged down, aiming at providing some basic understanding around how these contracts work in practice as well as to outline some (I hope useful) pointers. Needless to say that a qualified counsel practicing in the relevant common law jurisdiction must always be engaged to secure the contractual sign-off as appropriate, but this overview may be an interesting food for thought for those civil law-system counsels who for some reason happen to be engaged with common-law based agreements. For clarity, civil law and common law systems would be generally referred to in this paper as civil law and common law.
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