SEEDLING SCHOOL OF LAW & GOVERNANCE

20thNovember, 2013 Laws Governing International Contracts

Submitted To: Mr. Ashutosh

Akash Shrivastava; B.A. LL.B. [Hons.]; 5th Year

RESEARCH METHODOLOGY

TABLE OF CONTENTS

Introduction................................................................................................................................3

Position relating to International Contracts under various Systems of Law..............................5

Position in English Law:.................................................................................................5

Position in Common Law:..............................................................................................5

Position in India:.............................................................................................................6

A Three-Step Test To The International Contracts....................................................................6

Proper Law Chosen by the Parties:.................................................................................6

Implied Intention:............................................................................................................7

Forum of Contract...........................................................................................................7

The Validating Law.........................................................................................................8

The Law of the Country with Which the Contract is Most Closely Connected.............8

Issues related to Formal & Essential Validity of a Contract......................................................9

Interpretation of the Contract........................................................................................10

Limitations on the Power to Choose the Proper Law..............................................................10

a) Mandatory Rules:..........................................................................................................10

b) Public Policy:................................................................................................................11

Conclusion................................................................................................................................12

INTRODUCTION

Conflict of laws is a complex topic that touches on practically every area of law. It is also

understood, as a set of procedural rules that determines which legal system and which

jurisdictions apply to a given dispute. The rules typically apply when a legal dispute has a

foreign element such as a contract agreed to by parties located in different countries. In any

case which involves a foreign element it may prove necessary to decide which system of law

is to be applied, either to the case as a whole or to a particular issue or issues. Such foreign

elements may be constituted by the central administration or headquarters of each of the

parties being located in different countries or by the fact that the site is located in a country

different from the home country of either of the parties. 1

International contracts are one such branch of conflict of laws that involves determining the

question as to which law is to be applied. For Eg- A dispute in contract which comes before

the Australian court may have foreign elements: one or both of the parties may be foreign, or

the making or performance of the contract, or its terms, may be connected with one or more

foreign countries. Like, to say, by a contract made by telex between their two countries, a

Kenyan businessman sells goods to a French businessman, the goods to be delivered and the

price to be paid in England. In an action for breach of contract brought by the French buyer in

the Kenyan court, a question arises on which rules of law the dispute will be decided either

by Kenya ‘s law, French law and English law. The general principle to this is that every

international contract (i.e. a contract containing one or more foreign elements) has a

governing law, called the proper law of the contract, by reference to which issues arising out

of it are mainly, though not exclusively, decided.2

The field of contracts in conflict of laws is important as contracts underlie many transactions

in trade and commerce. There are general rules of law applicable to all contracts and the

common law rules on choice of law in contract, have for most part, been superseded by the

rules in The Rome Convention that provides for the law applicable to contractual obligations,

1980. Position relating to such contracts before 1980 is unstable for the reason that it was a

phase when the development and refinements in laws relating to international contracts begin

to develop.3

1 Macmillan Inc v. Bishopsgate Investment Trust Plc [1996] 1 WLR 387, 391–2 per Staughton LJ; Raiffeisen Zentral Bank O¨sterreich AG v. Five Star Trading LLC [2001] QB 825 at 840 B to 841B.2 Dicey, Morris & Collins, Conflict of Laws, 14th edn., para 32-064, (2006).3 Dicey, Morris & Collins, Conflict of Laws, 14th edn., para 32-003, (2006); Robinson v. Bland (1760) 2 Burr. 1077; Allen v. Kemble (1848) 6 Moo P.C. 314.

The purpose of this paper is to provide a general overview of how conflict of laws relates to

the areas of law most relevant from an international contracts perspective. It is essential that

the parties to the contract and the courts, before which the disputes relating to such contracts

come, be aware of the key legal issues relating to which law shall be applied and to what

extent it will be applied.

POSITION RELATING TO INTERNATIONAL CONTRACTS UNDER VARIOUS SYSTEMS

OF LAW

POSITION IN ENGLISH LAW:

Since, in the early eighteen century, there was increase in the international

contracts worldwide so the countries faced the difficulties in addressing following

issues relating to governing law of the international contract:

a) Whether contracts should be governed by the law of the place of contracting

or by a law selected by a more flexible rule, such as the law chosen or

intended by the parties;

b) If contracts were to be governed by the law chosen by the parties, whether

there was any limits on the scope of that choice, and in particular whether

parties could choose a law which was intended to avoid the application of

some other law or whether they could choose a law unconnected with the

contract, while doing that what are the possible limitations on them;

c) If the parties did not choose a law, whether the governing law was the law of

the place of contracting, or was to be identified by reference to their actual

intention or their presumed intention, or by reference to objective localizing

factors.4

So therefore, the English courts had considered the above issues in determining the cases and

the general principle of party autonomy began to develop.5

POSITION IN COMMON LAW:

In the common law countries, such as Australia or Canada, the courts follow

the rules laid down by the Common Law in England and apply the “proper law’ of the

contract.6 By that it means that courts apply law chosen by the parties to the contract,

expressly or by inference and failing such choice, the law with the most closest and

real connection.7 The law chosen need not be connected with the contract, but the

choice must be bona-fide.8

4 Dicey, Morris & Collins, Conflict of Laws, 14th edn., Pg 1188, (2006).5 Llyod v. Guibert (1865) L.R. 1 Q.B. 115, 121.6 Monterosso Shipping Ltd. V. International Transport Workers Federation [1982] I.C.R. 675 (C.A.).7 Castel & Walker, Canadian Conflict of Laws, 6th edn., para 31.7, (2005).8 Hunter Engineering Co. v. Syncrude Canada Ltd. [1989] 1 SCR 426, 57 DLR; Nygh & Davies, Conflict of Laws in Australia, 7th edn., para 19.5, (2002).

POSITION IN INDIA:

In the absence of any statue on the subject of choice of law in contracts in India, the

courts in India have followed and applied the common law rules relating to the proper

law of a contract.9

A THREE-STEP TEST TO THE INTERNATIONAL CONTRACTS

It has become increasingly common for parties to a commercial contract to select the forum

in which they will bring disputes arising under their agreement.10 As a matter of general

practice, prevailing in the early times under various laws, mode for determining the

appropriate law for the international laws was decided on the basis of a three-step test laid

down in the case of Bonython v. Commonwealth of Australia.11 The test is as follows-

PROPER LAW CHOSEN BY THE PARTIES:

The general principle of party autonomy allows contracting parties to choose the substantive

law that will govern their contract.12 Thus, a chosen law may be the principle law of one of

the contracting parties, the lex mercatoria, a general principle of law, the international law of

contracts, or a combination of these rules.13

The proper law has to be ascertainable at the time the contract was entered into; subsequent

acts by a party cannot be taken into consideration to determine the proper law. 14 Applying

these principles, it has been held in a case that the proper law of a contract to carry out work

converting a factory Scotland was English law as the contract was in a standard English

RIBA form; it was also held it was possible to have a different law governing an arbitration;

9 DM Madan & Co v. Minerals & Metals Trading Corp. Of India Ltd. (1970) 1 Mad LJ 548; National Thermal Power Corp v. Singer Co. AIR 1993 SC 998.10 R. Leflar, American Conflicts LAW§ 52 (3d ed. 1977); W. Reese & M. Rosenberg, CONFLICT OF LAWS 183-88 (8th ed. 1984).11 [1951] A.C. 201, 219-N (P.C.).12 The international recognition of the principle of party autonomy is seen in various treaties such as New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, art. V(l)(a), 330 U.N.T.S. 38; Vienna Convention on Contracts for the International Sale of Goods, Apr. 11, 1980, arts. 2, 9, 19 I.L.M. 672, 674.13 Mohammad Reza Baniassadi, Do Mandatory Rules Of Public Law Limit Choice Of Law In International Commercial Arbitration, 10(1) Berkeley J. of Int’l L., 59, 61(1992).14 Armar Shipping Co. Ltd. V. Caisse Algerienne D’ Assurance et de Reassurance [1981] 1 WLR 207.

where no choice had been made governing the arbitration, this could be inferred from the

conduct of the parties.15

Therefore, the court will give effect to a choice of law by the parties. Such a choice may be

express or implied. The choice is express when the contract contains a provision which

specifies the law by which it is to be governed, for example, a contract shall be governed by

the English law or, any dispute arising relating to the payment out of this contract shall be

decided according to French law.

As a matter of convenience, it is generally seen that the Parties to an international contract are

wise to include such a clause in their agreement, to avoid the uncertainty which may

otherwise arise in a ascertaining the proper law. While making such choice, the parties cannot

act malafide by choosing a particular system of law for the purpose of avoiding certain

mandatory rules of the forum where the contract was made. The court would, therefore, not

apply a chosen system of law if it is contrary to public policy or if it is illegal i.e. if the

contract involves an illegal act.16

It is witnessed that, in most European countries the proper law of the contract has to be

determined in accordance with the so called Rome Convention. The Rome Convention also

has the force of law in the United Kingdom pursuant to Section 1 and Schedule 1 of the

Contracts (Applicable Law) Act 1990 and so in Austria, Belgium, Denmark, Finland, France,

Germany, Greece, Ireland, Italy, Luxemburg, Portugal, Sweden and Spain etc.17 Article 3 of

Rome convention clearly enumerates freedom of choice to the parties to select the law

applicable for the whole or part of the contract.

IMPLIED INTENTION:

The second part of the Bonython’s formula, provides that absent an express intention, the

court would attempt to infer an intention from the contract. In trying to infer the intention of

the parties, the court may consider various factors, such as the place where the contract was

negotiated, the place of performance, nature and subject matter of the contract, the form of

the documents involved in transactions, etc.18

FORUM OF CONTRACT

15 Miller and Partners Ltd. V. Whitworth Street Estates Ltd. [1970] AC 583.16 J.G. Castel, INTRODUCTION TO CONFLICT OF LAWS, 4th edn., pg. 198 (2002).17 Francis J. Nicholson S.J., Chapter-2 Conflict of Laws, Annual Survey of Massachusetts Law, Vol. 1983, (5), pg. 31, (1983).18 Castel & Walker, CANADAIN CONFLICT OF LAWS, 6th edn., para 31.2, (2005); Whitworth Street Estates (Manchster) Ltd. V. James Miller and Partners Ltd. [1970] A.C. 583; The Komninos S [1991] Lloyd’s Rep. 370 (C.A.).

A common indication of an implied choice is the use of terminology or concepts peculiar to a

particular law, often contained in a standard form drafted against the background of that law.

In such a case the inference may be well be drawn that the parties intended the law in

question to govern. For example, in Amin Rasheed Shipping Corpn V. Kuwait Insurance

Co,19 a marine insurance policy was issued in Kuwait by the defendants, a Kuwaiti insurance

company, in respect of a ship owned by the plaintiffs, a Liberian company carrying on

business in Dubai. The policy was based on a Lloyd’s form set out in a schedule to the

English Marine Insurance Act 1906. The House of Lords held that English law rather than

Kuwait law was the proper law. In view of the English form of the policy, which could only

be interpreted in the light of the English law, the parties must have intended English law to

govern. This inference moreover was reinforced by the fact that at the time the contract was

made Kuwait did not have any law of marine insurance.

THE VALIDATING LAW

Where a contract, or a particular provision in a contract, is valid under one law with which

the contract is connected but invalid under another, the court may infer a tacit choice of the

validating law, on the basis that the parties must have intended their contract to be valid, not

void. For example, in Re Missouri Ss Co.,20 the American plaintiff made a contract in

Massachusetts with English ship-owners for the carriage of cattle from Boston to England.

On the voyage the cattle were injured through the negligence of the crew. When sued in the

English court, the defendants relied on a clause in the contract exempting them from liability

in such circumstances. By the law of Massachusetts this exemption clause was void, but it

was valid by English law. It was held that English law was the proper law, for the parties

must have intended the provisions of their contract, including the exemption clause, to be

valid.

In the case of, Royal Exchange Assurance Corpn v. Sjo Forsakrings Akt Vega,21 it was held

that unless there is good reason to the contrary, the court will hold that the proper law is the

law which validates, rather than that which invalidates, the contract.

THE LAW OF THE COUNTRY WITH WHICH THE CONTRACT IS MOST

CLOSELY CONNECTED

19 [1984] AC 50.20 [1889] Ch D 321.21 [1902] 2 KB 384.

The third and the last test lays down that in the absence any kind of intention, express or

implied, the court would apply the proper law of the forum that has the “most real and

substantial connection” to the dispute.22 The objective test of “closet and most real

connection” was adopted by the Privy Council in 1950 in Bonython’s case, although it

derived from Westlake.23 The court stated that the line between the search of inferred

intention and the search for the system of law with which the contract had its closest and

most real connection was a fine one which was frequently blurred. So, in practice, frequently

the courts moved straight from the first stage to the third stage.24 This was largely because the

test of inferred intention and close connection merged into each other.25

While interpreting the “closest and real connection” at the third stage, the surrounding

circumstances were considered to determine, objectively and irrespective of the parties

intention, with which system of law the transaction had its closet and most real connection

and that process involved the application of a rule of law, not a process of construction.26

In this connection, the European countries have been following Article 4 of Rome

Convention that stipulates that in the absence of choice of law, it shall be presumed that the

contract is most closely connected with the country where the party who is to effect the

performance which is characteristic of the contract. However, there is no unanimous position

which prevails worldwide on this account. For eg- Under the traditional conflict of laws rules

in Colorado has adopted the “most significant relationship” approach of the Restatement

(Second) of Conflict of Laws for resolving questions in contract cases.27 While in some

jurisdictions such as in France the place where the work is carried out, is the preferred most

significant relationship in contract cases.28

ISSUES RELATED TO FORMAL & ESSENTIAL VALIDITY OF A CONTRACT

The expression “material or essential validity” covers situations where something in the

nature of the contract makes it wholly or partially invalid.

22 Francis J. Nicholson S.J., Chapter-2 Conflict of Laws, Annual Survey of Massachusetts Law, Vol. 1983, (5), pg. 35, (1983); Bonython v. Commonwealth of Australia [1951] AC 201.23 Cheshire, PRIVATE INTERNATIONAL LAW, 3rd ed, .p. 312, (1947).24 Armadora Occidental S.A. v. Horace Mann Insurance Co. [1977] 1 W.L.R. 520. 25 1984 A.C. 50, 69, per Lord Wilberforce.26 Dicey, Morris & Collins, CONFLICT OF LAWS, 14th edn., Pg 1243-1247, (2006).27 Wood Bros. Homes, Inc v. Walker Adjustment Bureau 198 Colo 444, 601 P.2d 1369 (1979).28 Panayotis Glavinis, LE CONTRAT INTERNATIONAL DE CONSTRUCTION, note 646 et seq, (1993).

A contract will be held to be formally valid if it complies with either the procedural law of

the place of contracting, or the proper law that governs the contract.29 Formal validity

includes questions such as whether the contract must be in writing, number of witnesses, etc.

So, the essential validity (i.e. with respect to the actual provisions of the contract) is

determined in accordance with the proper law that governs the contract.30 Questions such as

whether a party had been induced to enter into a contract by misrepresentation, duress or

undue influence, or whether the contract was void because of mistake are determined by

applying the applicable law of the contract.31

INTERPRETATION OF THE CONTRACT

Moreover, any uncertainty as to the interpretation of the terms of the contract would be

determined by the application of the rules of construction of the proper law that applies,

unless the parties expressed a choice in the contract as to what law should govern the rules of

construction.32

LIMITATIONS ON THE POWER TO CHOOSE THE PROPER LAW

As it has been discussed above that, by the concept of party autonomy, parties to a contract

are free to determine the governing law. However, it is pertinent to note that there are certain

important principles of international law that limits the freedom of the parties to choose the

governing law. 33 Those principles are discussed below:

A) MANDATORY RULES:

The most controversial and crucial question that arises while determining the proper law of

the contract is whether parties or court should apply or take into consideration mandatory

rules of public law that are relevant, but not chosen by the parties. To settle this issue, it is

firstly important to understand what is meant by “mandatory rules.” Professor Mayer defines

mandatory rule as “an imperative provision of law which must be applied to an international

relationship irrespective of the law that governs that relationship. To put it another way:

mandatory rules of law are a matter of public policy and moreover reflect a public policy so

commanding that they must be applied even if the general body of law to which they belong is

not competent by application of the relevant rule of conflict of laws. In matters of contract,

29 Greenshields Inc. v. Johnston, [1981], A.J. No. 946 (Alta. Q.B.).30 J.G. Castel, INTRODUCTION TO CONFLICT OF LAWS, 4th edn., pg. 198 (2002). 31 Dimskal Shipping Co. SA v. International transport Workers Federation [1992] 2 AC 152; Royal Boskalis Westminster NV v. Mountain [1999] QB 674, P. 689, [1997] 2 All ER 92 (CA).32 P. E. Nygh & Marin Davis, Conflict of Laws in Australia, Seventh Edition, LexisNexis Butterworths, 2002.33 JULIAN LEW, APPLICABLE LAW IN INTERNATIONAL COMMERCIAL ARBITRATION 350 (1978).

the effect of a mandatory rule of law of a given country is to create an obligation to apply

such a rule, or indeed simply a possibility of so doing, despite the fact that the parties have

expressly or implicitly subjected their contract to law of another country.”34

The need to incorporate such rules while forming a contract is that these rules protect the

social and economic interests of a society35 and a truly general principle of private

international law justifies the application of such mandatory rules.36 These mandatory rules

may also emerge from a "truly international public policy"37 based not on national public

policy concerns, but on supranational tenets of a jus cogens nature.38

A good example for mandatory rule is the French decennial liability according to art. 1792 et

seq. French Civil Code, having been adopted by act of parliament in a number of other

jurisdictions, such as Algeria, Angola, Belgium, Egypt, Luxemburg, Malta etc. The decennial

liability has been enacted in order to guarantee the structural stability of building works,

which is legitimised by public interest concerns. Whichever law the parties have agreed to

apply to their contract, the decennial liability of the country where the site is located will

apply.39

In the leading case of Vita Foods Products Inc v. Unus Shipping Co Ltd, 40 the court held

that, the only general limitation on the parties choice is that it must Be bona fide and legal

and provided there is a no reason for avoiding the choice on the ground of public policy.

Also, by an Australian court judgment in the case of Golden Acres Ltd v Queensland Estates

Pty Ltd.,41 it was held a contract, which would otherwise have been governed by the law of

Queensland, contained a clause selecting Hong Kong law as the governing law. The court

held that this choice was ineffective because lack of bona fide, the purpose having been to

evade the application of a Queensland statute.

B) PUBLIC POLICY:

34 Mayer, Mandatory Rules of Law in International Arbitration, 2 ARB. INT'L 274, 274-75 (1986).35 R. van Rooij, Conflict of Laws and Public Policy, in Netherlands Reports To The Twelfth International Congress Of Comparative Law 175, 176-77 (1986).36 See, e.g., Government of the State of Kuwait v. American Indep. Oil Co., 21 I.L.M. 976 (1982).37 Jacob Dolinger, World Public Policy: Real International Public Policy in the Conflict of Laws, 17 TEX. INT'L L.J. 167, 170 (1982).38 Ahmed El Kosheri & Fatek Riad, The Law Governing a New Generation of Petroleum Agreements: Changes in the Arbitration Process, I FOREIGN INVESTMENT L.J. 257, 274 (1986).39 Molineaux C, Moving toward a Lex Mercatoria - A Lex Constructionis, J Int Arb 14:55, (1997).40 [1939] AC 277, [1939] I AII ER 513.41 [1969] QdLR 378.

The second limitation on the choice of law by the parties is “public policy of a nation.” The

courts may decline to enforce any contractual and other obligations if they are of the opinion

that doing so would be contrary to public policy.42 It has been held that an English court

would not enforce foreign contracts in restraint of trade even if such contracts were

permissible under the law of the place where they were made.43

For instance, an European Community law states (which applies when a court of a Member

State gives effect to Community law) that the parties’ freedom of contract can only be

restricted to the degree actually necessary for implementing a given public policy.44

CONCLUSION

The above overview attempts to encapsulate the most relevant and key issues that

Parties to a contracts and courts, in general, should focus on when dealing with a conflict of

laws issue in the context of commercial contracts. The laws that govern the sphere of

international contracts are not guided by a binding source of international legislation or

principles. It is therefore, that the development of these laws and its position varies from

country to country, in the initial stages of development. Witnessing the situation at present,

the Rome Convention or UNIDROIT Principles does not seem to have created a uniform

scenario in the countries for implementing the international contract laws. To the most, it is

seen that since certain provisions of the above-stated Conventions are of interest in countries

(such as India), where though the convention is not in force, yet are given recognition to

some extent.

Therefore, concluding, the position in regard to choice of law is somewhat clarified, in the

light of the judicial decisions and principles of international law. In that regard it is pertinent

to note that, while choosing the suitable law for a contract, the domestic contract rules are not

optional, but mandatory, i.e. applicable irrespective of any agreement of the parties to the

contrary and also those rules which render contracts void on grounds of public policy, or

invalidate provisions shall have an equal bearing on determining a contract.

42 Nygh & Davies, Conflict of laws in Australia, 7th edn., para 19.24, (2002).43 Rousillon v. Rousillon (1880) 14 CH D 351; Cheshire, North & Fawcett, Private International Law, 14 th edn, p. 140.], (2008).44 For the constitutional principle of proportionality as a restriction to limitations of contractual freedom,

see in Germany, BVerfG, 12 November 1958 (Preisgesetz) 8 BVerfGE 274 (1958) at [328]; in Belgium, egCour d’Arbitrage, 28 October 2004, SA Les AP Assurances / G. Van Leekwijck et H. Wouters (2005) 10Revue de Droit Commercial Belge 1052 at [1054].

BIBLIOGRAPHY

CASES:

1. Macmillan Inc v. Bishopsgate Investment Trust Plc [1996] 1 WLR 387, 391–2.2. Raiffeisen Zentral Bank O¨sterreich AG v. Five Star Trading LLC [2001] QB 825 at

840 B to 841B.3. Robinson v. Bland (1760) 2 Burr. 1077. 4. Allen v. Kemble (1848) 6 Moo P.C. 314. 5. Llyod v. Guibert (1865) L.R. 1 Q.B. 115, 121.6. Monterosso Shipping Ltd. V. International Transport Workers Federation [1982]

I.C.R. 675 (C.A.).7. Hunter Engineering Co. v. Syncrude Canada Ltd. [1989] 1 SCR 426, 57 DLR.8. Bonython v. Commonwealth of Australia, [1951] A.C. 201, 219-N (P.C.).9. DM Madan & Co v. Minerals & Metals Trading Corp. Of India Ltd. (1970) 1 Mad LJ

548.10. National Thermal Power Corp v. Singer Co. AIR 1993 SC 998.11. Miller and Partners Ltd. V. Whitworth Street Estates Ltd. [1970] AC 583.12. Armar Shipping Co. Ltd. V. Caisse Algerienne D’ Assurance et de Reassurance

[1981] 1 WLR 207.13. Whitworth Street Estates (Manchster) Ltd. V. James Miller and Partners Ltd. [1970]

A.C. 58314. Amin Rasheed Shipping Corpn V. Kuwait Insurance Co., [1984] AC 50.15. Re Missouri Ss Co., 1889] Ch D 321.16. Royal Exchange Assurance Corpn v. Sjo Forsakrings Akt Vega, [1902] 2 KB 384.17. Armadora Occidental S.A. v. Horace Mann Insurance Co. [1977] 1 W.L.R. 520.18. Wood Bros. Homes, Inc v. Walker Adjustment Bureau 198 Colo 444, 601 P.2d 1369

(1979).19. Greenshields Inc. v. Johnston, [1981], A.J. No. 946 (Alta. Q.B.).20. Dimskal Shipping Co. SA v. International transport Workers Federation [1992] 2 AC

152.21. Royal Boskalis Westminster NV v. Mountain [1999] QB 674, P. 689, [1997] 2 All ER

92 (CA).22. Government of the State of Kuwait v. American Indep. Oil Co., 21 I.L.M. 976 (1982).23. Vita Foods Products Inc v. Unus Shipping Co Ltd, [1939] AC 277, [1939] I AII ER

513.24. Golden Acres Ltd v Queensland Estates Pty Ltd, [1969] QdLR 378 Rousillon v.

Rousillon (1880) 14 CH D 351.

BOOKS & JOURNALS:1. Dicey, Morris & Collins, CONFLICT OF LAWS, 14th edn., para 32-064, (2006).2. Castel & Walker, CANADIAN CONFLICT OF LAWS, 6th edn., para 31.7,

(2005).3. R. Leflar, American Conflicts LAW§ 52 (3d ed. 1977)4. W. Reese & M. Rosenberg, CONFLICT OF LAWS 183-88 (8th ed. 1984).5. Nygh & Davies, Conflict of Laws in Australia, 7th edn., para 19.5, (2002).6. P. E. Nygh & Marin Davis, Conflict of Laws in Australia, Seventh

Edition, LexisNexis Butterworths, 2002.7. J.G. Castel, INTRODUCTION TO CONFLICT OF LAWS, 4th edn., pg. 198

(2002)8. Cheshire, North & Fawcett, Private International Law, 14th edn, p. 140., (2008).

9. Cheshire, PRIVATE INTERNATIONAL LAW, 3rd ed, .p. 312, (1947).10. Panayotis Glavinis, LE CONTRAT INTERNATIONAL DE CONSTRUCTION,

note 646 et seq, (1993).11. R. van Rooij, Conflict of Laws and Public Policy, in Netherlands Reports To The

Twelfth International Congress Of Comparative Law 175, 176-77 (1986).12. Mohammad Reza Baniassadi, Do Mandatory Rules Of Public Law Limit Choice

Of Law In International Commercial Arbitration, 10(1) Berkeley J. of Int’l L., 59, 61(1992).

13. Francis J. Nicholson S.J., Chapter-2 Conflict of Laws, Annual Survey of Massachusetts Law, Vol. 1983, (5), pg. 31, (1983).

14. Mayer, Mandatory Rules of Law in International Arbitration, 2 ARB. INT'L 274, 274-75 (1986).

15. Jacob Dolinger, World Public Policy: Real International Public Policy in the Conflict of Laws, 17 TEX. INT'L L.J. 167, 170 (1982).

16. Ahmed El Kosheri & Fatek Riad, The Law Governing a New Generation of Petroleum Agreements: Changes in the Arbitration Process, I FOREIGN INVESTMENT L.J. 257, 274 (1986).

17. Molineaux C, Moving toward a Lex Mercatoria - A Lex Constructionis, J Int Arb 14:55, (1997).