Auteur: H. Wevers http://www.basicguidetointernationalbusinesslaw.noordhoff.nl/ isbn: 978-90-01-81554-7 © 2013 Noordhoff Uitgevers bv Answers to the Exercises of Chapter 2 – Negotiations Exercise 2.1 The negotiations have had the following results: 1. Letter of intent, where words are used like: • Possible take over … • Parties have the intention to … 2. Both in the case and the letter of intent, information is given on object: • Take over of the brewery • Increase production • Develop new beers • Building a new brewery • Personnel • Trade name • Take over date should be before 1 January 2012 3. Both in the case and the letter of intent, information is given on price: • Minimum take over price of €4.000.000,No agreement, as several points (price, personnel, trade name and designation “trappist” beer) is under discussion; any claim against Hopbergen must be based on tort. Tort: a wrongful act by Hopbergen, Hopbergen acted contrary to the rules of good faith, Hopbergen did not take the interests of Bolsch into consideration by e.g. offering appropriate compensation to Bolsch. The negotiations are broken off in stage 1, looking at the missing elements with price and object and the content of the letter of intent; claim compensation of costs must not be awarded. Exercise 2.2 The negotiations have had the following results: 1. No letter of intent. 2. In the case information is given on object: • Take over of 100% shares in Brewertech • Personnel ‘s position is secured • Take over date is set at 15 March 2012 3. . In the case information is given on price: • Minimum take over price of €5.000.000,There is no agreement in this case, as the price is not agreed on, so any claim against IBM must be based on tort. Tort: a wrongful act by IBM, IBM acted contrary to the rules of good faith, IBM did not take the interests of Brewer into consideration by e.g. offering appropriate compensation to Brewer. A Basic Guide to International Business Law 1 Auteur: H. Wevers http://www.basicguidetointernationalbusinesslaw.noordhoff.nl/ isbn: 978-90-01-81554-7 © 2013 Noordhoff Uitgevers bv The negotiations are broken off in stage 2, looking at the missing elements with price and object being 100% agreed on; claim compensation of costs, or ask Brewer to return to the negotiating table. Exercise 2.3 The negotiations have had the following results: 1. Letter of intent, where words are used like: • Parties are aiming at … • Parties have the intention to … 2. Both in the case and the letter of intent, information is given on the object: • Sale of petrol • Lease of the company • Take over of the company • Position of Mr Huisman • Location of the undertaking • Date for transfer of the company 3. Both in the case and the letter of intent, information is given on the price: • Costs for trade in petrol • Minimum take over price of €500.000,• Salary of Mr. Huisman There is no agreement in this case, as several points (e.g. price, lease of the company, take over of the company, costs for trade in petrol) are under discussion; any claim against Huisman must be based on tort. A Basic Guide to International Business Law 2
