• home

    Joint Venture Contracts: Fifty-five Minds for a Model


    © International Trade Centre, International Trade Forum - Issue 4/2002

    Some of the participants at the joint venture pro bono committee meeting of September 2002.

    by Jean-Sébastien Roure

    A worldwide premiere: ITC joint venture model contracts for SMEs.

    It is September 2002. In a large conference room in Geneva, under the supervision of ITC, top lawyers and legal experts on joint ventures from developed and developing economies, as well as international institutions like the Union Économique et Monétaire Ouest Africaine, the Common Market for Eastern and Southern Africa, the European Bank for Reconstruction and Development, the Commonwealth Secretariat, the Organization of the Black Sea Economic Cooperation and the African Development Bank, are debating the wording of provisions for model contracts on international joint ventures involving small and medium-sized enterprises (SMEs). All continents are represented. It is the first time ever that such an exercise is undertaken by an international organi-zation.

    ITC initiated this project to respond to a survey made earlier in 125 countries, whose results showed that 77% of trade promotion organizations requested joint venture model contracts and considered them a priority.

    ITC has been keen to make sure that the specific legal contexts and interests of emerging economies and developing countries are taken into consideration and integrated into the final document, so that SMEs from these countries can set up stable and legally balanced joint ventures. Too often, model contracts do not consider emerging economies and/or developing countries' specificities.

    The interest from participants is tremendous: this meeting follows one that took place earlier in 2002 and at the end of which, it was unanimously decided that a second meeting should take place. At these two occasions, participants have gathered in Geneva at their own cost. Discussions are very animated, as each expert is keen to adjust the wording of the contract under discussion to make sure that the model contracts will suit his or her national legal requirements. Also, they all insist that the contracts must remain neutral so that the use of the contracts is not detrimental to any of the parties. At the end of this meeting, some issues still need to be fine-tuned: despite the coming weekend, volunteers agree to meet the next day in a Geneva-based law firm to finish the work!

    Jean-Sébastien Roure is ITC Associate Expert on Legal Aspects of International Trade. He can be contacted at roure@intracen.org