Workshop IW3
International Commercial Law
Workshop IW3
Two years ago, Rebel Games Ltx (“RGL”), a Newcastle based computer games company
acquired Baltic Gamers Hub (“BGH”), a games developer in Latvia. BGH has recently
entered into a contract for the sale of a Spanish language version of its most popular titles
(“the Goods”) to Patagonia Corp (“PC”), an Argentinian retailer. The contract is to sell 2,000
units per year and is to last 5 years and this is not the first time these parties have worked
together.
Consider the effect of the following (alternative):
a. The contract was based on a standard form template of BGH’s terms and conditions.
The Managing Director of BGH tells you over the ‘phone that it may have contained a
clause that it was to be governed by English Law.
b. The contract had omitted the price of the Goods. The parties had previously always
determined the price of the Goods every six months in accordance with the market
price.
c. The parties did not agree a place of delivery, however, BGH was obliged to hand over
the Goods to a shipping company at Riga docks (in Latvia). BGH delivered the Goods to
the shipping company, but the Goods were damaged after they had been loaded onto a
ship but before it had left the docks.
d. PC are complaining that the Goods are defective, and are demanding a full refund as
well as damages. Several of the Goods have exploded in games consoles and injured
consumers.
e. BGH had intended to deliver the Goods to the shipping company 20 days after the
contract was concluded. However, the contract is silent on the exact date/time of
delivery. Unfortunately, due to a shortage in materials, the Goods will not be ready until
two months after the contract was concluded.
f. BGH does not want to sell the Goods to PC as it believes that it will find a more lucrative
contract with a company based in Spain. PC is demanding that BGH honour the
contract.
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