Introduction

Using a critical approach, the aim of this chapter is to analyse the use of international contracts in day-to-day business in order to assess the limits and the enforceability of clauses contained in standard documents with respect to local legislation. The use of common structures becomes the normal way of drafting international contracts, and these documents are the basis for the discussion between the parties. But where do those standard documents come from? It is important, especially for in-house lawyers, to critically understand the origin of these common contractual structures in order to assess problems that may be related to their use. This analysis will then start by explaining the origin of such standardisation practice and the reasoning behind it.

The globalisation of business, due to the global footprint of corporate transactions, allowed the development of standard international contracts. Terminology and legal concepts related to these international contracts do, in fact, come more often from common law environments rather than from civil law systems. The reason for this influence by the common law system can be found in the strong economic push given in the last century to the development of business by the Anglo-American system. The continuous use of the same type of international contracts creates standard documentation for day-to-day business.

On the other hand, companies have a strong need for internal standardisation, which in turn enhances the use of standard documentation in day-to-day working life.