Prof. Dr. Klaus Peter Berger, LL.M.
transnational law
transnational law (lex mercatoria or international business law) and "Place of performance"
2016-03-01 13:58:16
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Document-Id: 940100, Please cite as: "https://www.trans-lex.org/940100"
Principle
No. V.1.1 - Place of performance
(a) If the place of performance is neither fixed by, nor determinable from, the contract, a party has to perform:
i)
a monetary obligation, at the obligee’s place of business;
ii)
any other obligation, at its own place of business.
(b) If a party has more than one place of business, the place of business for the purpose of the preceding paragraph is that which has the closest relationship to the contract, having regard to the circumstances known to or contemplated by the parties at the time of conclusion of the contract.
(c) A party must bear any increase in the expenses incidental to performance which is caused by a change in its place of business subsequent to the conclusion of the contract.
References
Principles / Restatements
Contract Clauses
1. Contractual Clause Ruling Place of Performance for Non-Monetary Obligations
Sales & Purchase Contract
Place and Term of Delivery
Place of Delivery: the Sellerâs warehouse (...) Should the Buyer ask the Seller to make delivery on its behalf, the Buyer shall remit the freight and premium of insurance to the bank account designated by the Seller. The risk of transportation shall be covered by the Buyer (...)
2007
Payment and Delivery
Payment of the cash portion of the Purchase Price was made to the Company by X at the closing of the Credit Agreement as a credit against a fee payable by the Company in accordance with Section X of the Credit Agreement. Certificates for the Shares shall be registered for the sole benefit of the United States Treasury in the name of the Trustees in their capacities as trustees of the Trust. The certificates evidencing the Shares shall be delivered to the Trust on the third Business Day immediately succeeding the Effective Date (or such later date as shall be agreed by the parties hereto) (the "Closing Date"), with any stock transfer taxes payable in connection with the transfer of the Shares to the Trust duly paid. Such payment and delivery are hereinafter referred to as the "Closing".
2009
Services Contract
Services Locations
The Services shall be provided to X from the X Service Locations and the Y Service Locations established on the Effective Date or subsequently changed in accordance with the terms hereof. In the event Y desires to establish or move Services to a X Service Location, such action shall either be approved through the Change Control Procedures or be approved in writing by the Y Services Manager.
2005
Construction & O&M Contract
Site
The place where the Works are to be erected, including adjacent areas necessary for transport, unloading and storage of products, materials and equipment.
2001
Joint Venture
Organization
(...) the Members shall form and establish a limited liability company (the "Company") under and pursuant to the provisions of the Act, and upon the terms and conditions set forth in this Agreement (...) the principal office of the Company shall be located at such place within the County as may be approved by the Managing Member.
2007
2. Place of Performance for Monetary Obligations
Sales & Purchase Contract
Payment Requirements
All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement will be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds, and if not received before 11:00 a.m. (Chicago time) will be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser in the X Group, they will be paid to the X Agent, for the account of such Purchaser, at the X Agent’s headquarters in Chicago, Illinois until otherwise notified by the X Agent. If such amounts are payable to Fifth Third, they will be paid to Fifth Third at its headquarters in {place} until otherwise notified by Fifth Third (...)
2009
Price and Payment Terms
Buyer shall fulfill its payment obligation through deposit of the agreed amounts in the accounts designated by Sellers in para. (X) of this section.
2010
2 Subsection (b) provides a rule for cases in which a party has more than one place of business, Subsection (c) contains a rule related to the carrying of costs caused by a party's change of business which occurs after the contract was concluded.
Please cite as: "Commentary to Trans-Lex Principle , https://www.trans-lex.org/940100"