Choice Of Court Agreements Research Articles

Jurisdiction and Judgments Recognition at the Hague Conference: Choices Made, Treaties Completed, and the Path Ahead

The article begins with the context in which a Hague Convention on Jurisdiction and the Recognition and Enforcement of Foreign Judgments was first proposed in 1992. It then traces the history of the Hague negotiations, both from within those negotiations and in regard to important developments outside the negotiations, through the completion of the 2005 Convention on Choice of Court Agreements and the 2019 Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters. The article ends with comments on whether it is advisable to now resume discussion of a separate convention on direct jurisdiction.

Between National Interests and Global Business: China’s Possible Reservations to the Hague Convention on Choice of Court Agreements

In September 2017, China signed the Hague Convention on Choice of Court Agreements. There are no obstacles preventing China from ratifying the Convention. However, the possible reservations China may declare appear to be a key concern for the success of the Convention. This article identifies the key conflicts between the Convention and Chinese law and practice, and analyses the pros and cons of some possible reservations the Chinese authorities may consider when ratifying the Convention. China’s ratification of the Convention would have a positive impact on the global recognition and enforcement of foreign civil and commercial judgments. Although China may have some specific concerns (e.g. national security) in its recognition and enforcement of particular foreign judgments, it is desirable that China adopts a pragmatic approach and minimize the number and extent of its reservations to the Convention.

Choice of Court Agreements in Intellectual Property: ILA Guidelines in the EU and Iran

While substantive private law related to intellectual property (IP) is advanced in terms of international harmonization, international jurisdiction remains national. The 2005 Hague Choice of Court Convention does not apply to many IP issues. Similarly, the Convention on the Recognition and Enforcement of Foreign Judgments, which was adopted in July 2019, but is yet to enter into force, does not apply to IP. IP is enforced on a country-by-country basis. This leads to multiple parallel proceedings, which raise the risk of conflicting judgments and litigation costs. These costs cause inequality between multinational and small- and medium-size enterprises. As a model for future states’ negotiations of an international agreement on IP and private international law, the International Law Association (ILA) Committee on “Intellectual Property and Private International Law” aims to consolidate cross-border IP disputes. To achieve this consolidation, the Committee Guidelines on choice of court agreements in IP are relevant since these enable the applicant to identify the court in which he may sue and the defendant to foresee before which court he may be sued. This paper will first analyze the ILA Guidelines on “choice of court agreements” and “submission and appearance”. The paper will then question whether these Guidelines can be adopted as models for arbitrators, legislators and any other competent authorities in two legal systems: the European Union (in light of the recent case law of the European Union Court of Justice) and Iran (in light of the opposite situation characterized by the absence of case law on the topic).

Wykładnia umowy jurysdykcyjnej zawartej na podstawie art. 25 Rozporządzenia Parlamentu Europejskiego i Rady (UE) Nr 1215/2012. Glosa do postanowienia Sądu Najwyższego z dnia 5 października 2018 r., I CSK 611/17

The choice of court agreement (forum selection clause) is effectively concluded if there is no doubt that the party has actually become acquainted with its content. The Court of Justice of the European Union focuses on those aspects of the conclusion of the contract that allow the assessment that the other party is not surprised by the establishment of a subjective link. The compliance with formal requirements implies that the parties agreed on the conclusion of the contract. There are no objections about so understood “real consent of the parties” as a consequence of fulfilling not only the requirements as to the form, but above all as the way of the conclusion of the contract. The acceptance of the thesis that since the party expressed the undoubted consent to conclude the contract, there is thus no problem of the interpretation of the declaration of intent, is impossible. There is no dispute that the interpretation of a declaration of intent is a legal matter,since the methods of interpretation are determined by the law. According to the Polish Supreme Court, on the basis of Regulation 1215/2012 there is no problem of seeking of the applicable law, because the rules for the interpretation of a jurisdictional agreement should be interpreted from the provision of art. 25 of this regulation. This position is based on the main argument that any deviation from the autonomous rules of interpretation creates the danger that the courts of the Member States will differently determine the law applicable. The Court of Justice of the European Union accepts that an objective (normative) method of interpreting party’s statements should be used. In some situations, it is necessary to apply legis causae to effectuate a supplementary interpretation of the declarations of will.

Requirements upon Agreements in Favour of the NCC and the German Chambers – Clashing with the Brussels Ibis Regulation?

In recent years, the Netherlands and Germany have added themselves to the ever-growing number of countries opting for the creation of an international commercial court. The Netherlands Commercial Court (NCC) and the German Chambers for International Commercial Disputes (Kammern für internationale Handelssachen, KfiH) will conduct proceedings entirely in English and follow their own, diverging rules of civil procedure. Aspiring to become the future venues of choice in international commercial disputes, the NCC law and the legislative proposal for the establishment of the KfiH allow parties to agree on their jurisdiction and entail detailed provisions regulating such agreements. In particular, the NCC requires the parties’ express and in writing agreement to litigate before it. In a similar vein, the KfiH legislative proposal requires in some instances an express and in writing agreement. Although such strict formal requirements are justified by the need to safeguard the procedural rights of weaker parties such as small enterprises and protect them from the peculiarities of the NCC and the KfiH, this article questions their compliance with the requirements upon choice of court agreements under Article 25 (1) Brussels Ibis Regulation. By qualifying agreements in favour of the NCC and the KfiH first as functional jurisdiction agreements and then as procedural or court language agreements this article concludes that the formal requirements set by the NCC law and the KfiH proposal undermine the effectiveness of the Brussels Ibis Regulation, complicate the establishment of these courts’ jurisdiction and may thus threaten their attractiveness as future litigation destinations.

Connectivity and Decoupling: Belt and Road Dispute Resolution in a Fractured Trade Environment

A core theme of China’s Belt and Road Initiative (“BRI”) is connectivity, which extends to BRI-related dispute resolution. But BRI-related advances in dispute resolution connectivity will be occurring in an international trade environment that is becoming increasingly fractured; the extent to which a fractured trade environment might impede BRI-related opportunities for dispute resolution connectivity merits close consideration. A range of initiatives in Asia lower the risk of states “detaching” themselves from China. Particularly with respect to dispute resolution, China has participated in the conclusion of a Regional Comprehensive Economic Partnership agreement, the launch of the China International Commercial Court (“CICC”) and the International Commercial Dispute Prevention and Settlement Organization, as well as the development of a number of instruments that improve the enforceability of dispute resolution outcomes in a range of settings, including a few dozen bilateral treaties on judicial assistance as well as a set of multilateral instruments covering mediated settlement agreements (the Singapore Convention on Mediation), choice of court agreements (the Hague Choice of Court Convention), and court judgments (the Hague Judgments Convention). But a low risk of separation from China does not entail a low risk of criticism of China. Malaysia’s recent suspension, and subsequent resumption, of a few major BRI projects provides one clear example. In the particular context of dispute resolution, many responses to the launch of the CICC by China’s Supreme People’s Court have been critical or, at a minimum, skeptical. Rather than leading to separation, criticism instead can be a form of engagement. International engagement with the BRI and the Asian Infrastructure Investment Bank has been strong notwithstanding significant criticism of both initiatives. An increasingly fractured trade environment likely will not impede China’s advancement of dispute resolution connectivity, particularly given the active rulemaking and institution building occurring on China’s side of the divide.

Party autonomy in choice of court and jurisdiction over foreign-related commercial and maritime disputes in China

Chinese civil procedure law provides the choice of foreign courts through jurisdiction agreements in foreign-related commercial and maritime disputes. In Chinese judicial practice, foreign jurisdiction agreements may be held null and void because of the lack of actual connection between the agreed foreign jurisdictions and the foreign-related disputes. Chinese courts may, therefore, have jurisdiction when China has actual connection with the dispute, in particular when Chinese parties are involved in disputes. However, the actual connection requirement does not apply to Chinese maritime jurisdiction when China has no actual relation with the maritime disputes. Chinese courts also have maritime jurisdiction in other special ways although foreign courts are designated in contract. Conflict of jurisdiction over foreign-related disputes is thus caused. This article analyses how party autonomy is limited by Chinese civil procedure law and how Chinese court exercise jurisdiction when Chinese courts are not chosen by parties. This article argues that the Hague Convention on Choice of Court Agreements should be adopted to replace the actual connection requirement under the Chinese civil procedure law and Chinese courts should respect party autonomy in respect of the choice of foreign court. It is also suggested that Chinese courts shall apply forum non conveniens to smooth the conflict of jurisdiction between Chinese courts and foreign courts.

국제재판관할합의에 관한 2018년 국제사법 전부개정법률안의 검토 -법원의 실무와 헤이그재판관할합의협약을 중심으로-

국제재판관할합의에 관한 2018년 국제사법 전부개정법률안의 검토 -법원의 실무와 헤이그재판관할합의협약을 중심으로-

관할합의에 기초한 訴訟留止命令 (Anti-suit Injunction)의 법적 쟁점

2005년 6월 30일 채택되어 2015년 10월 1일 발효된 헤이그 재판관할합의 협약은 2018년 8월 23일 현재 체약국의 수는 37개국(유럽연합 포함)에 이른다. 미국, 유럽연합, 중국, 싱가포르 등이 이 협약의 체약국인 상태이나 우리나라는 2019년 4월 15일 현재 이 협약의 체약국이 아니다. 이 협약은 민사사건 또는 상사사건에게 체결된 전속적 관할합의에 적용된다. 이 협약의 적용범위는 소비자계약, 근로계약 및 그 밖의 특정 대상을 제외하고 있다. 대다수의 경우 이러한 적용 배제의 이유는 이러한 사안에 대한 전속관할을 규정한 국제조약, 국내법, 지역적 규칙 또는 국제적 규칙이 존재하기 때문이다.BR 이 협약 제3조에 따르면, 당사자가 명시적으로 달리 정하지 아니하는 한 체약국의 하나 이상의 특정 법원을 지정하는 합의는 전속적인 성격을 지니는 것으로 간주한다. 그 밖에 이 협약 제22조에 따르면, 체약국은 부가적인 관할합의(non-exclusive choice of court agreement)에서 지정된 법원이 선고한 판결을 승인 및 집행할 것을 선언할 수 있다고 규정하고 있다. 전술한 바와 같이 미국, 영국 등 영미법계 국가가 이 협약의 체약국이고, 특히 영국에서는 이 협약이 2019년 4월 1일 발효되었다. 그 밖에 영국을 제외한 유럽연합에서도 이 협약이 2015년 10월 1일 발효되었다. 아시아에서는 싱가포르가 2015년 3월 25일 서명하였고 2016년 6월 2일 비준하였다. 이 협약이 싱가포르에서 2016년 10월 1일 발효되었다. 미국, 영국, 싱가포르 등 영미법계국가의 법원이 소송유지명령(Anti-suit injunction)을 허용하고 있다는 점에서 이 협약에의 가입 내지 발효가 소송유지명령에 어떠한 영향을 미치는지 여부가 궁금해질 수밖에 없다. 서유럽대륙법계 국가는 소송유지명령에 대한 부정적이라는 점에서 이 협약이 어떻게 작동할지 여부를 분석하는 것은 우리에게 시사하는 바가 크다고 하겠다.BR 본고는 이 협약과 소송유지명령의 상관관계를 살피는 것을 주된 과제로 하고자 한다. 다만, 이 협약에 서명은 하였으나 가입은 하지 않은 미국의 법원이 여전히 소송유지명령을 활용할 수 있기 때문에 전속적 국제재판관할 합의를 위반하여 다른 국가의 법원에 소를 제기한 경우에 미국 법원이 소송유지명령을 내릴 수 있는지 여부 등도 살펴보기로 한다.

헤이그관할합의협약 가입시의 실익과 고려사항

헤이그국제사법회의(Hague Conference on Private International Law)에 의하여 2005. 6. 30. 채택되고 2015. 10. 1. 발효된 “관할합의에 관한 협약(Convention on Choice of Court Agreements, 이하 ‘협약’이라고 한다)”은 민사 및 상사사건에서의 국제재판관할에 관한 전속적인 합의와 그에 기초한 외국재판의 승인 및 집행에 관한 조약이다. 협약은 비록 전속적 국제재판관할합의에만 적용되지만, 국제거래 실무상 전속적 관할합의를 하는 경우가 상당히 많으므로 다수의 국가가 협약에 가입하게 된다면 협약은 국제거래 실무에서 매우 중요한 의미를 가지게 될 것이다. 2019. 5. 현재 협약의 체약국은 32개국이며, 우리나라는 아직까지 협약에 가입하지 않았다.BR 본 논문에서는 전속적 국제재판관할합의에 관한 우리 법 및 협약의 입장을 비교 · 고찰함으로써 우리나라가 협약에 가입하는 경우 어떠한 실익과 고려사항이 있는지를 분석한다. 협약은 ① 국제재판관할합의가 전속적 합의인지 부가적 합의인지 불분명한 경우에는 전속적 합의로 추정하는 점, ② 전속적 국제재판관할합의가 반드시 서면으로 체결될 것을 요하지 않고 서면으로 작성되면 충분하다고 보는 점, ③ 전속적 국제재판관할합의의 유효요건으로 ‘합의관할법원과 당해 사건과의 합리적인 관련성’을 요구하지 않고 있다는 점, ④ 전속적 국제재판관할합의의 유효성의 준거법을 ‘선택된 국가의 법’으로 하고 있다는 점 등 여러 가지 점에서 우리 민사소송법 및 대법원판례의 입장과 차이가 있다. 따라서 우리나라의 협약 가입시 전속적 국제재판관할합의에 관한 규율에는 상당한 변화가 예상된다. 그러나 협약 가입시 초래되는 변화는 전속적 국제재판관할합의에 기초한 국제소송에서의 명확성 및 예측가능성을 크게 제고할 것이라는 점에서 대체로 바람직한 변화로 판단된다. 2018년 국제사법 전부개정법률안은 협약의 입장을 거의 대부분 반영하고 있으므로, 국제사법 개정안이 국회에서 통과되어 시행된다면 협약가입시 초래될 변화를 최소화할 수 있을 것이다.BR 협약은 민사 또는 상사사건에서 전속적 국제재판관할합의 및 그 합의에 기초한 재판의 승인 · 집행에 관하여 국제적으로 통일된 규범을 제공함으로써 명확성 및 법적 안정성, 당사자의 예측가능성을 도모하고 있다. 따라서 우리나라도 신속히 협약에 가입함으로써 전속적 국제재판관할합의에 관한 한 통일된 규율을 하고자 하는 국제적인 노력에 동참할 필요가 있다. 나아가 우리나라가 국제분쟁해결의 허브로 나아가기 위한 첫걸음으로서 반드시 협약에의 가입이 필요하다.BR 다만 협약 가입시 어떠한 선언이 필요할 것인지에 대해서는 고민이 필요하다. 첫째, 우리나라가 국제분쟁해결의 허브를 지향하는 이상 우리나라와 당사자들 또는 분쟁 사이에 아무런 관련이 없는 경우라고 하더라도 대한민국 법원의 국제재판관할을 인정할 필요가 있으므로 협약 제19조의 선언은 하지 않는 것이 바람직할 것으로 본다. 둘째, 우리나라의 순수한 국내사건에 관하여 대한민국 법원의 관할을 배제하기 위하여 당사자들이 외국의 법원을 관할법원으로 하는 전속적 국제재판관할합의를 하는 것을 방지하려면 협약 제20조의 선언을 하여야 할 것으로 본다. 셋째, 우리나라는 보험계약 및 당사자들 사이에 교섭이 이루어지지 않는 계약(non-negotiated contracts) 에 관하여 협약 제21조의 선언을 할 필요는 없는 것으로 판단되나, 그 외에 협약이 적용되지 않는 데 대하여 강한 이익을 가지는 특정사항이 있는지 여부에 대해서는 추후 신중하고 엄격한 검토가 필요하다. 넷째, 비전속적 관할합의에도 협약을 적용할 수 있도록 하는 협약 제22조의 선언을 할 것인지 여부는 2019. 6. 헤이그국제사법회의 외교위원회에서 민사 또는 상사사건에서의 국제재판관할과 외국재판의 승인 및 집행에 관한 2018년 협약 초안의 입장이 그대로 채택되는지 여부를 살펴서 결정하는 것이 적절할 것으로 판단된다.

The concepts of “injustice” and “public policy” in Article 6(c) of the Hague Choice of Court Convention

Article 6(c) of the Hague Choice of Court Convention (“Convention”) authorises courts seised (albeit not chosen) to ignore exclusive choice of court agreements at the jurisdictional stage if the effect of the agreement would lead to a “manifest injustice” or would be “manifestly contrary” to the public policy “of the State of the court seised”. Many seem to assume that only the domestic law of the State of the court seised matters in this context. Yet, a more nuanced interpretation is suggested in this article in the interest of furthering the Convention’s uniform interpretation. Article 6(c) establishes autonomously at treaty level concepts of injustice and public policy. These concepts do not exhaustively regulate when a court may rely on Article 6(c). However, they do define the potential scope (outer limits) of reliance on injustice and public policy concerns that a court seised (albeit not chosen) may make on the basis of domestic law.

The Hague Convention on Choice of Court Agreements and the enforcement of forum-selection clauses in Indian private international law

The Hague Convention on Choice of Court Agreements (the HCCA) that came into effect on 1 October 2015, fundamentally regulates forum-selection clauses in international civil and commercial agreements and the manner in which, the courts of Contracting States shall enforce them. Although India is a member of the Hague Conference, it is yet to sign and ratify the HCCA. In the domestic realm, matters pertaining to jurisdiction are governed in India by the Code of Civil Procedure (CPC) 1908, with there being no particular provision to regulate the enforcement of forum-selection clauses in international matters. This article rummages to find whether Indian courts correspondingly enforce forum-selection clauses in international civil and commercial agreements, so as to suspend or dismiss proceedings in circumstances where the parties have made a choice in favour of an international court. Accordingly, it demonstrates the basis on which, Indian courts would uphold exclusive choice of court agreements in international civil and commercial matters, to draw the complementarities, if any, that exist in this respect, between the HCCA and Indian private international law.

The Hague Convention on Choice of Court Agreements and the enforcement of forum-selection clauses in Indian private international law

The Hague Convention on Choice of Court Agreements and the enforcement of forum-selection clauses in Indian private international law

Chronology of Practice: Chinese Practice in Private International Law in 2017*

This survey contains materials reflecting the practice of Chinese private international law in 2017. First, the statistics of the foreign-related civil or commercial cases accepted and decided by Chinese courts is extracted from the reports of the Supreme People’s Court (SPC), released in 2018, most notably the Report on the Work of the SPC in 2017. Second, two judicial interpretations of the SPC that took effect in 2017 are translated, i.e., the Provisions of the SPC on Issues Concerning Report and Approval of Cases Requiring Judicial Review of Arbitration and the Provisions of the SPC on Several Issues Concerning Trial of Cases Requiring Judicial Review of Arbitration. These two instruments contain provisions reflecting a pro-arbitration tendency in Chinese courts. Another document, the Nanning Statement of the Second China-ASEAN Justice Forum, is also introduced. It contains a commitment to judicial assistance cooperation, especially improvement of mutual recognition and enforcement of judgments. Third, since China signed The Hague Convention on Choice of Court Agreements in 2017, but has not yet ratified it, one case selected in this paper cites the Convention as a reference in its assessment of the exclusivity of the applicable choice of court clause. Fourth, three representative cases with regard to independent guarantee, letter of credit and financial loan contract are examined. These cases from the SPC shed light on the independence principle of the guarantee and the credit, as well as the strict compliance principle. Fifth, three typical cases decided by various Chinese courts during 2017 are introduced. These cases involve issues relating to the law applicable to construction contracts and land contracts, as well as property relationships between spouses. As for the application of international conventions, two separate cases involving the application of the CISG and the Montreal Convention are reviewed. Finally, the paper examines three cases with different or inconsistent practices regarding reciprocity and other issues, given recent increases in the recognition and enforcement of monetary judgments by Chinese courts. In this regard, a unified practice is required in Chinese courts.

The Hague judgments project: assessing its plausible benefits for the development of the Indian private international law

At present, India is not a signatory to any international treaty or Convention that regulates the disputes arising from the international jurisdiction of courts or the recognition and enforcement of foreign judgments in transnational civil or commercial matters. These aspects are, consequently, regulated by the country’s private international law as espoused via case-law, in the absence of any codification of the rules on the subject. This has, therefore, exposed the Indian legal system to the threat of being unpredictable, inconsistent or even obsolete in some respects as far as the governance of international civil and commercial disputes are concerned. The paper, accordingly, investigates the plausible role that the two instruments presently under the scope of the Hague Conference on Private International Law’s Judgment Project, namely, the Convention of 30 June 2005 on Choice of Court Agreements [the HCCA] and the recent Proposed Draft Text on the Recognition and Enforcement of Foreign Judgments [the Draft Convention], may have on the development of the Indian legal system. While the HCCA is already in force with three ratifications till date, the Draft Convention is merely in the form of a draft text that would hopefully see the light of the day, depending upon the consensus between the Members of the Hague Conference. Apropos, this paper identifies the loopholes in the relevant rules of the Indian private international law on the international jurisdiction of courts and the recognition and enforcement of foreign judgments and demonstrates the manner in which, these aspects may be addressed if the country endorses the two instruments under the Judgments Project.

Jurisdiction agreements in Chinese conflict of laws: searching for ways to implement the Hague Convention on Choice of Court Agreements in China

On 12 September 2017, China signed the Hague Convention on Choice of Court Agreements and its ratification is expected in the near future. An immediate issue arises as to how China should implement the Convention. This article is trying to find an answer to this question. Conducting an holistic and in-depth analysis of Chinese law and practice regarding jurisdiction agreements in foreign-related civil cases, and of their consistence with and divergence from the Convention, this article finds that Chinese practice treats foreign jurisdiction agreements in a different way than it does Chinese jurisdiction agreements, an actual connection requirement and prohibition against violation of Chinese courts’ exclusive jurisdiction are imposed on foreign jurisdiction agreements but not on choice of Chinese court agreements. Because of the requirement and prohibition, Chinese law regulating foreign jurisdiction agreements conflicts with the Convention. In addition, Chinese law also precludes parties to submit a purely domestic dispute to foreign courts. Therefore, despite several available options, the best way to implement the Convention in China should be a combination of mild changes to Chinese law and practice with finessed declarations to limit the application of the Convention.

How to Enforce a Choice of Court Agreement or Arbitration Clause in a Bill of Lading in the United States

How to Enforce a Choice of Court Agreement or Arbitration Clause in a Bill of Lading in the United States

Litigation and Arbitration in Greenland and Dispute Resolution Under the Greenlandic Standard Licences

Enterprises doing business in Greenland will become subject to Danish and Greenlandic jurisdiction. Therefore, it becomes pertinent for them to have some knowledge about the civil justice system in Greenland and the possibilities to escape this jurisdiction, either by selecting a different forum (choice of court agreement) or by submitting the dispute to arbitration. For enterprises obtaining licences from the Greenlandic Government, this can raise certain constitutional issues. This chapter provides an overview of the civil justice system in Greenland and its regulation of arbitration, which is not based on the UNCITRAL model law, and analyses to what extent private enterprises and the Greenlandic Government can escape Danish–Greenlandic jurisdiction by agreement, opting for either a court in another jurisdiction (choice of court agreement) or arbitration. Against this background, the legal effects of the dispute resolution clauses in the Greenlandic standard licences, which are based on a bifurcated jurisdiction between the Danish–Greenlandic courts and arbitration, are analysed.

Jurisdiction under the Hague Convention on choice of court agreements: a critique

The Convention of 30 June 2005 on Choice of Court Agreements entered into force in 28 Contracting States, including Mexico and all the Member States of the European Union, except Denmark, on 1 October 2015. Singapore ratified the Convention on 2 June 2016 and the Convention applies between Singapore and the other Contracting States from 1 October 2016. The Convention was drafted with ambitious goals to increase judicial co-operation on issues of jurisdiction and recognition and enforcement of foreign judgments. Having examined provisions of the Convention relation to the jurisdictional issue, however, the authors argue in this article that these provisions are likely to produce outcomes that are in stark contrast with the overall goal of the Convention.

Brexit, Arbitration and Private International Law

The United Kingdom voted to leave the European Union, ending a 40-year relationship. Britain’s exit (Brexit) will no doubt affect European Union private international law, which is currently part of the United Kingdom’s legal system. This article attempts to predict the sort of arbitration and private international law that the United Kingdom will have after its departure from the European Union. The article proposes that European Union private international law could be easily transposed into United Kingdom domestic law. In addition, the United Kingdom enforcement of court decisions in the European Union, after exiting the union and without concluding any further agreement with the union as to how jurisdiction must be allocated, should be achieved through the United Kingdom joining the Hague Convention on Choice of Court Agreements. Finally, the paper concludes that Brexit will increase the use of English law and the specification of England and Wales as the jurisdictions in international commercial contracts because the United Kingdom would no longer be required to incorporate those aspects of European law that can prove problematic.