Introduction to Contract Drafting
Drafting and Negotiating Commercial Contracts
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Table Of Contents
Foreign companies doing business in the United States often consider using the same contract templates as in other Western countries, especially those governed by the Common Law system, given that, due to historical and political ties between the USA and the United Kingdom, the American legal system is based on the British Common Law System. Related to exclusive distribution agreements, there are some exceptions such as the states of Louisiana and Wisconsin and the associated state of Puerto Rico, which have statutes strongly protective of local distributors. Nevertheless, English and American law have some important differences, especially with regard to business contracts. Although both countries share the common root of the Common Law, its evolution has been different and because of that, certain legal and jurisprudential developments have appeared in the United States. Perhaps the greatest difference is the absence of English law, of an implied duty of good faith when negotiating a contract.