Consider the following hypothetical situation:
On the occasion of a sectorial fair in the city of São Paulo, promoted by APEX, the Brazilian company MODA BRASIL S.A. and the German company LOGISTIC S.A. signed, in person, a distribution and sales representation contract, characterized by exclusivity, for the fixed duration of six months, during which the latter society would distribute and sell the (womenswear) products of the Brazilian company within the entire European territory.
In the contact, there was no applicable law clause, but there were a penal clause (20% of the total value of the contract) and a jurisdiction selection clause, indicating that eventual demands facing the business should be directed to the Foro da Comarca de São Bernardo do Campo, in the state of São Paulo, Brazil.
Four months after the signing of the contract, MODA BRASIL S.A. consults with APEX about the implications of an eventual decision, before the end date of the contract and without prior notice to the German company, to begin distribution and sales of its products through its own branch, to be opened in the city of Frankfurt.
The Brazilian company argues that it had theretofore had no contractual issues with the German signee, but it intends, from this moment, to expand its international activities and take advantage of the business opportunities related to the economic recovery of the European market in the post-pandemic context.
With regard to the above hypothetical situation, indicate:
1 the possibility of inserting a jurisdiction selection clause in international contracts, according to Brazilian law;
2 the laws applicable to the contract described in the hypothetical situation, according to the Lei de Introdução às Normas do Direito Brasileiro;
3 the legal and commercial consequences in the event that the decision to begin distribution and sales of its products through its own branch before the end date of the contract is in fact made by the Brazilian company;
4 the most appropriate business and contractual solution for the presented situation.
CONTEÚDO EXCLUSIVO
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Altera o art. 81 da Lei n.º 6.815, de 19 de agosto de 1980 (Estatuto do Estrangeiro), para estabelecer nova disciplina ao controle do pedido de extradição pelo Supremo Tribunal Federal.
Art. 1.º O art. 81 da Lei n.º 6.815, de 19 de agosto de 1980, passa a vigorar com a seguinte redação:
“Art. 81. …………………………..
§ 1.° Não preenchidos os pressupostos de que trata o caput, o pedido será arquivado mediante decisão fundamentada do Ministro de Estado da Justiça, sem prejuízo de renovação do pedido, devidamente instruído, uma vez superado o óbice apontado.
§ 2.º Caso o estrangeiro …
Consider the following hypothetical situation:
On the occasion of a sectorial fair in the city of São Paulo, promoted by APEX, the Brazilian company MODA BRASIL S.A. and the German company LOGISTIC S.A. signed, in person, a distribution and sales representation contract, characterized by exclusivity, for the fixed duration of six months, during which the latter society would distribute and sell the (womenswear) products of the Brazilian company within the entire European territory.
In the contact, there was no applicable law clause, but there were a penal clause (20% of the total value of the contract) and a jurisdiction selection clause, indicating that eventual demands facing the business …
