Transnational Business Law

I need help with clearing the following concepts

Part A

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

(1) Review the materials on choice of forum clauses and arbitration at supra pp. 22-32, 40-62 ( pp. 24-33, 41-61 in the 5th Edition) 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 (page 228 6th Edition, Unit 5 syllabus) and provide your own summary on why this case is significant in the context of transnational business law. 1

Part B

(1) Review the responsibilities of the parties set forth in Paragraph 8. Do they provide an indication of what each party expects the other to bring to the joint venture?

(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 9. 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 interests?

(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 2 agreement.