Features - Foreign and Transnational Legal Forms

Mary Rumsey is the Foreign, Comparative & International Librarian at the University of Minnesota Law Library. Mary is also contributing author to the Electronic Information System for International Law (EISIL). She has a B.A. degree from the University of Wisconsin, a J.D. from the University of Chicago Law School, and a master's degree in library and information science from Dominican University.

Introduction

Lawyers like to draft documents by using models, such as blank templates or examples of similar documents. While finding these forms can be difficult for US transactions and litigation, the search becomes even harder if the forms are foreign or transnational. This guide identifies various sources of foreign and transnational forms. Its emphasis is on transactional forms (instruments), rather than litigation forms, but some litigation forms (also called pleadings or court forms) are included.

To locate other sources for forms in library catalogs, try adding terms such as forms, annotated, sample, or model to your search. To locate useful Westlaw or LexisNexis databases, start with reference attorneys or customer service representatives. On Westlaw, most databases that include foreign or transnational forms are listed individually under the directory heading "Forms" (under "Treatises, CLEs, Practice Guides"). Lexis includes its foreign or transnational forms sources under International - Treatises & Analytical Materials. Finding international forms on the web can be extremely difficult; you will often find numerous references to the kind of form you need, but not the actual text. Try including language that appears in typical legal documents. For example, "hereby agree as follows," or "agree as follows" helps retrieve agreements. "In witness whereof" and "subscribed and sworn" help retrieve many types of legal forms.

WARNING: Any form must be used with caution, and modified to fit the needs of a particular client. Consultation with foreign attorneys may be necessary
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1. Free Web Sources

Generally, the best sources for free foreign legal forms are government websites. Most European countries have tax and intellectual property forms online (e.g., UK tax forms at http://www.hmrc.gov.uk/allforms.shtml; German patent application at http://www.dpma.de/formulare/patent.html). Often, forms relating to trade and export are available (e.g., French customs form at http://www.douane.gouv.fr/pdf/entreprise/page1dau.pdf); immigration forms are also fairly easy to obtain (e.g., Danish application for work permit at http://www.um.dk/NR/rdonlyres/88D77E6B-0991-41EC-9678-87D2FF878DFF/0/Opholdstilladelse.pdf).

For any court forms, check the website of the court in question. Some courts in Australia, Canada, and the UK have online forms. Also, some continental European courts have selected forms online (e.g., Austrian court forms at http://www.justiz.gv.at/service/content.php?nav=70).

Other free sites most likely to be useful to US researchers appear below:

Australia

Federal Court of Australia, http://www.fedcourt.gov.au/fff/numericalindex.html. Federal court forms for downloading. See other court sites for additional forms; e.g., family court forms at http://www.familycourt.gov.au.

A few other Australian sites with free forms are listed at http://www.lawaccess.nsw.gov.au/HomePageResults.asp?term=HomePage&subbrowse=+Legal+forms&browse=Legal+System

Canada

LawInfo.com, http://resources.lawinfo.com/index.cfm?action=faq&act=form&i=b. Various business, personal, and litigation forms for Canada and its provinces. The site says it has "60,000 free legal forms, documents and sample documents."

United Kingdom

Her Majesty's Court Service, http://www.hmcourts-service.gov.uk/HMCSCourtFinder/FormFinder.do. UK court forms.

Infolaw, Lawfinder Forms, http://www.infolaw.co.uk/lawfinder/browse_type.asp?typ=Forms. Over 1,350 official law forms.

Transnational/International

Hague Convention of the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters has forms in its annex: Request for Service Abroad of Judicial or Extrajudicial Documents, Summary of the Document to be Served, and Certificate of Service.

The Hague Convention on the Taking of Evidence in Civil or Commercial Matters has a model for letters of request for international assistance.

The Additional Protocol to the Inter-American Convention on Letters Rogatory also has an Annex with three model documents.

FindLaw, http://www.findlaw.com

Findlaw's "Forms" section has no category for foreign or transnational forms, but the Business Contracts site does include a few. Finding them, however, is a hit-or-miss process. To retrieve them, try using Google's "search this site" feature and adding foreign or international to your other search terms. All of the forms pages reside on site:contracts.corporate.findlaw.com. So, for example, restricting the search that site, and adding the terms "foreign license agreement" retrieves one example of a foreign license agreement. (Unfortunately, restricting the search to pages with "international" in the title tends to retrieve documents with companies containing the word "international" in their names.)

Martindale-Hubbell, http://www.martindale.com/xp/Martindale/Products/Law_Digest/law_digest.xml

Apart from a few forms in the Canadian provinces sections (for example, deeds for New Brunswick; a probate notice for British Columbia), Martindale-Hubbell's International Law Digest does not include forms. But it can provide the names of forms (usually in English), which may help in your quest. For a few jurisdictions, the International Digest also supplies information on where to obtain forms (e.g., Newfoundland corporations forms).

II. Print Sources

Note: Many of the sources listed here are also available as online products.

Australia

Australian Encyclopaedia of Forms and Precedents, 3rd ed. (LexisNexis, 1988- ). Seventeen-volume looseleaf set; comprehensive coverage similar to the large US forms sets. Transactional and litigation forms included.

LexisNexis Australia sells other forms titles for Australian states (Queensland, New South Wales, Victoria) and for specialized topics (e.g., wills, tenancies).

Canada

O'Brien's Encyclopedia of Forms (Canada Law Book, 1987- ). Large collection of transactional forms, and civil forms for Ontario. Web updates are available for subscribers at http://www.obriensforms.com/scripts/oblogin.pl

Standard Legal Forms and Agreements for Canadian Business (Self-Counsel Press, various editions). Various forms of "common business agreements."

Gregory Harrington Harris & Paul Richard LeBreux, Annotated Business Agreements (Carswell, 1993- ). Contains "precedents for the most common types of business organization agreements, such as a shareholders' agreement, partnership agreement and other related business agreements."

United Kingdom

Atkin's Court Forms (LexisNexis/Butterworth's). Encyclopedia of civil litigation forms, precedents and procedure for England and Wales. Comparable to major US forms sets.

Jill Bowler et al., Living Together Precedents, 2d ed. (Sweet & Maxwell, 1994). Cohabitation contracts for the UK.

Croner's Model Business Contracts (Croner, 1998- ). Sample contracts.

Encyclopaedia of Forms and Precedents (LexisNexis/Butterworth's). 80-volume set with broad coverage of transactional (non-contentious) work, similar to the major US forms sets. Also available online.

Kevin M. Garnett et al., Copinger and Skone James on Copyright (Sweet & Maxwell, 1999- ). Includes contract language and drafting tips.

David Martin, Essential Facts: Forms & Procedures (Thomson/Gee, 2000- ). Employment-related forms.

David Steel et al., Admiralty and Commercial Court Forms and Precedents, 2nd ed. (Sweet & Maxwell, 1993). Shipping and commercial forms.

Transnational/International

American Jurisprudence Legal Forms, 2nd ed. (Thomson/West, 1971- ). Selected international forms in Chapter 150A, including agreements for international sale of goods, foreign sales representative agreement, service employment agreement, distribution agreements, licensing agreement, technology licensing agreement, with additional clauses for some agreements.

J. W. Baxter, World Patent Law and Practice (LexisNexis, 2001- ). Selected forms in Appendix 4.

Corporate Counsel's Guide to International Distribution & Licensing (William A. Hancock ed.) (Business Laws Inc., c2002- ). Foreign licensing agreements.

Corporate Counsel's International Contract Adviser [newsletter]. (Business Laws Inc., 2001- ). Samples of "international agreements including joint ventures, mergers, licenses, research and development, and distribution."

Gloria F. DeHart, International Child Abductions: A Guide to Applying the Hague Convention, with Forms, 2d ed. (ABA, 1993). Model procedural forms beginning on p. 68.

David de Vall & Peter Colley, Melville: Forms and Agreements on Intellectual Property and International Licensing, 3rd ed. (Sweet & Maxwell, 1979- ). Covers intellectual property law in the United Kingdom, the United States, the EU and the British Commonwealth.

Peter B. Fitzpatrick, Transnational Joint Ventures (Business Laws, 1989- ). Sample joint venture agreements.

David N. Goldsweig, & Roger H. Cummings, International Joint Ventures: A Practical Approach to Working With Foreign Investors in the U.S. and Abroad: A Case Study with Sample Documents (2d ed.) (ABA, 1990).

Anthony C. Gooch & Linda B. Klein, Annotated Sample Revolving Credit Agreement (International Law Institute, 1994). One agreement, thoroughly annotated.

William A. Hancock, Corporate Counsel's Guide to Documenting International Transactions (Business Laws Inc., 2000- ). Includes both model and sample (i.e., actual) documents.

Ethan Horwitz, World Trademark Law and Practice (1982- ). Some of the country chapters include forms (usually in the vernacular).

International Agency and Distribution Agreements (Thomas F. Clasen ed.) (Butterworth Legal Publishers, c1990- ). Sample agreements, with commentary.

ICC Model Commercial Agency Contract, 2nd ed. (ICC, 2002). One contract.

ICC Model Mergers & Acquisitions Contract: Share Purchase Agreement (ICC, 2004). Sample agreement covers "the acquisition of the entire issued share capital of one company."

ICC Model Forms for Issuing Demand Guarantees: A Companion Guide to the Uniform Rules for Demand Guarantees (ICC, 1994). Includes forms for the five principal types of guarantees.

ICC Model International Franchising Contract (ICC, 2000). Includes the "most commonly used clauses in franchise agreements [and] suggests alternative clauses..."

ICC Model Distributorship Contract [sole importer-distributor], 2nd ed. (ICC, 2002). Model form of International Sole Distributorship Contract, with annexes pertaining to specific topics (e.g., product and territory).

ICC Model International Sale Contract (ICC, 1997). Form for sellers and buyers of manufactured goods.

ICC Model Selective Distributorship Contract (ICC, 2005). Form "for the marketing of products through a network of qualified retailers."

ICC Model Turnkey Contract for the Supply of an Industrial Plant (ICC, 2003). One contract with annexes covering various situations.

ICC Short Form Model Contracts (ICC, 2001). ICC's International Agency Contract and the International Distributorship Contract in simplified Short Forms.

International Contract Manual (Albert H. Kritzer ed.) (Kluwer, 1990- ). Chapter 1 is a "Contract Work Draft;" subsequent chapters provide detailed commentary and, in some cases, additional language.

Joint Ventures with International Partners (James A. Dobkin& Jeffrey A. Burt eds.) (Butterworths, 1989-1997). Sample agreements in Appendices.

James M. Klotz, International Sales Agreements: An Annotated Drafting and Negotiation Guide (Canada Law Book, 1997). Sample agreement with commentary.

The Law of Transnational Business Transactions, 2nd ed. (Ved P. Nanda ed.) (Thomson/West 2003- ). Sample choice of law and forum clauses; sample international technology license agreement.

Cym A. Lowell, U.S. International Taxation: Agreements, Checklists, and Commentary (Warren, Gorham & Lamont, c1997- ). Various U.S. tax forms.

Nichols Cyclopedia of Legal Forms (Thomson/Clark Boardman Callaghan, 1936- ). Includes international distributor agreement, agency in foreign country (agreement), foreign bill of exchange, international software reseller dealer agreement, nonexclusive foreign reseller agreement for software and training materials, foreign affiliate agreement, foreign nonexclusive distribution agreement, contract to sell in foreign country, cooperation agreement between domestic and foreign steel producers, temporary global promissory note, movie exhibition and distribution contracts, publishing contracts, international will certificate, and Patent Cooperation Treaty forms.

Jan Ramberg, International Commercial Transactions, 3rd ed. (ICC, 2005). Contains ICC model contracts on commercial agency and distributorship.

West's Legal Forms, 2nd ed. (Thomson/West, 1981- ). Forms for registration of foreign judgments, Patent Cooperation Treaty forms, foreign bills of exchange, international promissory notes, distributorship agreements, and arbitration clauses.

Ronald Charles Wolf, A Guide to International Joint Ventures: With Sample Clauses, 2nd ed. (Kluwer, 1999). Clauses and practice guidance.

III. Online Sources (Fee-based)

Tip: For any electronic source on Westlaw or LexisNexis, consider checking for the publication at your local law libraries. It might be cheaper to work with a paper version, if available.A. Westlaw

Tip: The "Premium" billing rate applies to most of the databases described below. To minimize charges, researchers should call Westlaw's Reference Attorneys for search advice before accessing any of these databases.

Westlaw's Directory can make it hard to locate a relevant treatise. For example, the Directory lists far fewer titles under International Law > Law Reviews, Legal Texts & Periodicals > Legal Texts by Title than under All Databases > International/Worldwide Materials > Multi-National Materials > Texts & Treatises. Even the longer list under Multi-National Materials doesn't include Warren, Gorham & Lamont International Tax Treatises, which appear in a separate folder. PLI materials are not listed at all. To find a relevant title, you may need to consult a Reference Attorney or search Westlaw's IDEN database.

Westlaw has a combined database called International Treatises & Forms. (The "Allfile" billing rate applies to this database.) The database contains numerous titles; however, many of them contain no forms. Also, many of the titles cover primarily U.S. law. Thus, only a desperate researcher should use this database. It is more cost-effective to choose among the titles and use the Table of Contents option to look for forms.

As of October 2005, the following Westlaw treatises contained transnational or foreign forms:

Arbitration in China: A Practical Guide (ICA-ARBCHN). Appendix 98: Recommended Model Clauses.

Asset Protection: Domestic and International Law and Tactics (Database: ASSETP). The six Appendices contain sample forms (e.g., nominee agreement, trust deed of settlement) and clauses (e.g., anti-duress clause).

Doing Business Under the Foreign Corrupt Practices Act (PLIREF-FCPA). Chapter 9 contains model provisions for various agreements (agency, consultancy, distributorship, joint venture, consortium).

Domke on Commercial Arbitration (DCMLARB). The final set of Appendices has model language for arbitration agreements and related documents.

Eckstrom's Licensing in Foreign and Domestic Operations (ECKLICN). Chapter appendices contain useful forms such as software license agreements, biotechnology licensing agreements, equipment leases, confidentiality and know-how agreements, etc.

Eckstrom's Licensing in Foreign and Domestic Operations: Joint Ventures (ECKLICN-JV). The China, Japan, and Korean chapters contain Model Joint Venture Agreements.

Eckstrom's Licensing in Foreign and Domestic Operations - The Forms and Substance of Licensing (ECKLICN-FO). This title has many sample agreements throughout its chapters, covering employment, dealerships, distributorships, intellectual property, joint ventures and strategic partnerships, settlements, and various technology deals. The appendices also contain numerous sample clauses.

Export Practice: Customs and International Trade Law (PLIREF-EXPRAC). Section 5.6, "Specific Provisions," contains model language for export sales contracts.

International Business Transactions (INTBUSTRAN). Numerous sample documents, usually at the end of each chapter. Sales agreements, bills of lading, franchising, licensing, joint ventures, etc.

International Capital Markets and Securities Regulation (SECINTCAP). The US and UK appendices contain a few sample documents (e.g., U.S. sample Notice to Investors from Offshore Offering Memorandum; UK sample tender offer). No sample documents for other countries.

International Human Resources Guide (IHRGD). Contains various US-required immigration forms. Also, § 2:36 ("Generally--Sample correspondence to corporate tax, legal, and accounting") has a few forms, as does Chapter 9.

International Income Tax and Estate Planning (INTLINCTAX). The Appendices contain only IRS forms, except for Appendix 5, which has sample international estate planning trust and will provisions.

Lender Liability and Banking Litigation (LLBL). Contains a rather random assortment of litigation-related documents, including jury instructions, counterclaims, interrogatories, voir dire questions, interrogatories to the jury, Resolution Trust Corporation Complaint against Directors and Officers, summary judgment motion, and motion to open confessed judgments with supporting memorandum.

Lindey on Entertainment, Publishing and the Arts (LINDEY). Contains various forms related to foreign book publishing, including translation agreements; international distribution agreements; software distribution license agreement and support authorization (foreign countries); and others.

McCarthy on Trademarks (MCCARTHY). The chapter on international ownership has a form for "Assignment of United States trademark rights from foreign manufacturer to exclusive U.S. distributor."

Representing High Tech Companies (RHTC). Although this title is aimed primarily at companies doing business in the US, some of its forms apply to international transactions; e.g., s5.12 Form: International Distributorship Agreement, s5.14 Form: International Distributor Candidate Questionnaire, and s8.14 Form: Foreign Corrupt Practices Act-Corporate Policy.

Trademark Practice throughout the World (TMPRWLD). Forms include sample licensing agreements, sample franchise provisions in a joint venture development, and sample letter: request to file application.

U.S. International Taxation: Agreements, Checklists & Commentary (WGL-INTAGREE). This volume claims to provide a complete set of forms for documenting international transactions having tax significance. Forms appear at the end of most chapters.

U.S. International Tax Forms Manual: Compliance and Reporting. Has numerous forms, but they are not included in the Westlaw database (instead, the user gets a message that tabular or graphic material is not displayable).

Worldwide Trade Secrets Law (WWTRADESEC). This title has model forms for some countries; for example, UK Model third party confidentiality agreement, model nondisclosure agreements, and model license agreement; employee non-disclosure agreements for some countries. Forms generally appear as appendices at the end of country chapters.B. LexisNexis

Tip: On LexisNexis, just as on Westlaw, it can be hard to find forms within a database. Check with customer support.

As of October 2005, the following LexisNexis treatises contained transnational or foreign forms:

Business Transactions in Germany (Area of Law - By Topic > International Law > Treatises & Analytical Materials > Matthew Bender® > Business Transactions in Germany). Contains "Sample of a Short Version of Articles of Association."

Doing Business in Spain (Area of Law - By Topic > International Law > Treatises & Analytical Materials > Matthew Bender® > Doing Business in Spain). Contains several sample forms: power of attorney, purchase and sale contract; public purchase deed, employment offer for foreign workers, technology transfer, employment agreement; agency agreement.

Doing Business in the United Kingdom (Area of Law - By Topic > International Law > Treatises & Analytical Materials > Matthew Bender® > Doing Business in the United Kingdom). Contains forms of Memorandum of Association of a Public Company, and example primary statements (corporate disclosure).

International Agency & Distribution Agreements (International Law > Treatises & Analytical Materials > International Agency & Distribution Agreements). Appendices contain annotated international sales representation agreement, annotated international distributorship agreement, international sales representative agreement, international distribution agreement, export terms and conditions of sale, consignment agreement, and personal guarantee.

International Estate Planning (Area of Law - By Topic > International Law > Treatises & Analytical Materials > Matthew Bender® > International Estate Planning). Chapter 19 contains several suggested clauses for asset protection trusts.

International Joint Ventures (International Law > Treatises & Analytical Materials > Matthew Bender® > International Joint Ventures). Contains a couple of forms: Australian Model Agreement for the Establishment and Operation of a Cooperative Research Center, Indonesian Form of Investment Application under Foreign Investment Law.

Langer on Practical International Tax Planning (Legal > Secondary Legal > Practising Law Institute > Langer on Practical International Tax Planning). Model Advance Pricing Agreement

World Accounting (International Law > Treatises & Analytical Materials > Matthew Bender® > World Accounting). Many of the country chapters include sample accounting documents (financial statements) in the chapter appendices.C. Forms for Purchase Online

Multi-jurisdictional

MegaDox.com, http://www.megadox.com/documents.php/4?a_id=74. Forms for Australia, Canada, New Zealand, the US and the UK.

United Kingdom

Clickdocs: UK Legal Documents & Information, at http://www.uklegal.com. Self-described "legal document shop for Scotland, England and Wales."

Easyform, http://www.easyform.co.uk. Legal templates and information for business, including forms, documents, and letters.

LawDepot, United Kingdom Document Centre, http://www.lawdepot.co.uk/contracts/uk. A few electronic forms available.

Oyez Formslink, http://www.oyezformslink.co.uk/. Sells both print and electronic legal forms.

Net Lawman, http://www.netlawman.co.uk/legal-documents.php. Fairly large collection of electronic forms.

NetProbate, The Probate Internet Resource Centre, http://www.netprobate.co.uk Probate forms and related materials for England and Wales.

Rapidforms, http://www.sweetandmaxwell.co.uk/online/whitebook/Rapidocs2005.pdf. For subscribers to Sweet & Maxwell's White Book Service only, Rapidforms is Sweet & Maxwell's online service that allows official court forms to be edited, saved and e-mailed.

Australia

Law Institute of Victoria, http://bookshop.liv.asn.au/categories.asp?cID=735&c=182223. Transactional forms, marketing primarily to lawyers.

Canada

Self-Counsel Press, http://www.self-counsel.com/ca/catalog/index.php?cPath=76. Various business, real estate, and personal legal forms, aimed largely at the self-help market.