Attention CEO / CFO / COO / In House Counsel:

Your business depends on multiple and/or ongoing international transactions, each of which should be governed by a clearly drafted binding contract among all parties.  By their very nature, transnational commercial agreements include inherently unique issues, risks and challenges.

These challenges include the fundamental issues of the rights and remedies of the parties to seek redress and potentially recover damages, in the event of a dispute between one or more of the parties. In each transnational agreement, these issues should be clearly addressed and agreed to in the contract’s “Dispute Resolution Section” (“DRS”).  The DRS is a critical element in any transnational agreement as it may ultimately determine where the parties may be able to prosecute claims and seek damages against one another.

A properly drafted DRS can codify the agreement of the parties for disputes to be brought through international arbitration, but only insofar as each party agrees to such terms. Failure to include an international arbitration requirement in the DRS (or failure to secure the agreement of all parties to said arbitration), may potentially force your company to be required to litigate its claims in one (or more) party’s home nation with its controlling laws.

• When was the last time the DRS in each of your transnational agreements was reviewed by international contracts counsel?
• Do you know if all your transnational agreements even include a DRS?
• Remember, if you wait to review the Dispute Resolution Section(s) in your transnational agreement(s) until there is a dispute – it could be too late.

As an ongoing effort to educate our clients on this critical transnational agreements issue, I encourage you to take the time to have in-house counsel review the Dispute Resolution Sections in all of your transnational agreements. If concerned, I invite you to contact me, as I will be happy to review your company’s DRS(s) and discuss with you how I may be able to utilize my more than two decades of commercial contract drafting experience in the international arena, as well as my successful representation of companies in international arbitration, to improve your company’s specific needs and tailor a Dispute Resolution Section for your current transnational agreement(s).

S. George Alfonso, Of Counsel
Braumiller Law Group, PLLC
(214) 348-9306
[email protected]