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"English Clauses," Most-favored Customer Clauses and First-refusal Clauses in International Contracts

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Chapter Summary

This chapter deals with two situations (force majeure and hardship) where the occurrence of new circumstances leads to reconsideration, and often to re-adaptation of the contract. So-called "English clauses" and most-favored customer clauses provide for the re-adaptation of the contract when market conditions have changed: either one party has received a more favorable offer from a third party, or the other party has offered more favorable terms to a third party. As for a party benefiting from a first-refusal clause, it will be offered the preferential opportunity of jointly carrying out a new transaction with the other contracting party. This chapter analyzes over 50 clauses. It examines English clauses, most-favored customer clauses and first-refusal clauses. The chapter examines their respective structures in detail and highlights the main pitfalls to avoid in their drafting. It concludes by setting out three specific legal problems that such clauses are apt to raise.

Keywords: English clauses; first-refusal clauses; force majeure clause; hardship clauses; international contracts; legal problems; most-favored customer clauses; third party



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