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2021-06-doc1 Business, PIL and EU

The book Business and private international law in the EU, shortly reviewed here, is an introductory textbook for students interested in cross-border business activities. In some circles the theme of private international law (PIL) is also referred to as international private law or conflicts of laws. The publication (some 150 pages with a short index) consists of seven chapters, in short: 1 Private international law in the EU Member States, 2 International jurisdiction, 3 Contractual obligations, 4 Consumer contracts, 5 Employment contracts, 6 Directors’ liability, and 7 Torts. The book uses an example-based approach, whilst the chapters combine a treatment of matters of (international) jurisdiction and applicable law. It is obvious that the authors (both from University of Groningen, the Netherlands) follow some personal favourites and/or wish to stay in the world of experience of young law students.

Let me display a selection of what they will find. Ch. 1 evidently discusses concept, nature, development and sources of PIL in the EU context. Ch 2 explains the Brussels Ibis Regulation, alternative grounds for and specific rules of jurisdiction (including choice of forum), lis pendens (any other court than the first court seised will stay a proceeding concerning the same parties and the same cause of action) and related claims and the Hague Choice of Court Convention from 2015, binding for the EU (including Denmark) on 1 October 2015. Also Singapore, Montenegro and Mexico are bound by it. This chapter explains the concurrence between Brussels Ibis and this Convention. Ch. 3 contains mainly the Rome I Regulation, explaining the meaning ‘contractual obligations’, decisive elements for jurisdiction determined by the place of performance and several matters regarding to the law applicable to contractual obligations (choice of law, absence of choice, law that determines formation and validity of a contract). Although brief, the theme of ‘overriding mandatory law’ is clearly set out. For consumer and employment contracts both the theme of jurisdiction as well as the law applicable is addressed. The level of detail discloses a personal preference from (one of?) the authors, which also applies to Ch 6, with some 25 pages of the topic of directors’ liability. It is rather a surprise to see this topic included under the title of the book. However, it is clear and detailed enough to understand the problems of classification of close to ten legal grounds for liability and this part of the book can be regarded as an acquisition for literature. Ch 7 highlights the same queries (jurisdiction and law applicable) regarding torts.

This book selects topics and treats them as an introductory guide, both for first level students and for advisors to (or of) companies who do business with parties in the European Union. For commercial business the focus is mainly on areas of international jurisdiction and applicable law in the EU Member States, more particular the rather complex EU framework for international jurisdiction, negotiation and conclusion of general contracts, directors’ liability and tort. I conclude. For a second edition, the authors may consider treatment of themes I struggled with as a young business lawyer close over 40 years, e.g. security rights (pledges on claims), set-off and retention of title. More recent areas of interest would be themes related to corporate law (freedom of establishment, lex societatis) and – with my insolvency angle – the question how to deal with cross-border restructuring plans, based on national laws implementing the Preventive Restructuring Directive (2019/1023), which will affect contractual and shareholders positions. To conclude. The book is a well-written, topical treatment of what many students of commercial law and practitioners in common day commercial practise will look for when coming to term with business, PIL and the EU.

Mathijs H. ten Wolde, Kirsten C. Henckel Business and private international law in the EU, Uitgeverij Paris 2021. ISBN 9789462512580

Note: this book I received free of charge from the publisher with the request to announce it or to review it on my blog at www.bobwessels.nl.