International Law Assignment based on laws of Netherlands affecting different case scenarios
Question
Task: Can you determine the applicability of Netherland laws on different case scenarios in your international law assignment?
Answer
Part A
Q 1
Issue: The issue identified in this international law assignmentis that Jos and Anna are relocating to the Netherlands and have planned to start a new business there. Jos and Anna have experience working with various companies in the UK, but they have no experience with the legal structure and legal aspects of establishing a new business in the Netherlands. Jos and Anna have also planned to take up a franchise of a company but are unaware of the rules and obligations of taking up a franchise. Jos and Anna must be advised on the suitable structure for establishing their business in the Netherlands.
Rule: For establishing a business in the Netherlands, Jos and Anna must follow a wide set of rules and obligations. To move to the Netherlands, Jos and Anna first require a residence permit. Jos and Anna will also require a work permit to establish a business in the Netherlands . As per the findings from the international law assignment, the Netherlands permits establishing a business once it has been demonstrated how the new business will contribute to the Dutch economy. Thus, Jos and Anna must establish a business that will significantly contribute to the Dutch economy to acquire permission. The laws of the EU are applicable in the case of establishing a business in the Netherlands. Application: In the case of Jos and Anna, they can establish their business with the structure of a private limited company. A private limited company (BV) can be established with a partner. As Jos and Anna are a partner with each other, it will be convenient for them to establish a private limited company in the Netherlands. The BV is by far the most often utilised limited liability company as a commercial entity and (national or international) holding company. A BV is straightforward to integrate. Corporate law for BVs gives possibilities to adapt the special rights and duties of shareholders and board members and, in general, the corporate governance of the firm in the articles of association (statuten) of a BV. Conclusion: It can be stated in this international law assignmentthat establishing a new business in the Netherlands is not challenging, but a wide range of rules and regulations must be followed. The best structure for Jos and Anna's business is a private limited company as per the international law assignment as the tax amount for such a company is also lower in case the company does not cross a certain amount in terms of revenue.
Q 2
There are franchises available in the following areas in the Netherlands:
• Personal services, such as hairdressers, opticians, private education, daycare and others
• Professional services, such as financial services, real estate, accountancy and other Services.
• Food
• Hospitality
• Non-food and many more.
In its most ideal form, franchising offers prospective company owners the chance to invest in an established and profitable business model that is accompanied by a demonstrated track record, a reliable supply chain, a productive training programme, and professional technical assistance . Some of the most renowned franchises have very high levels of success, with the probability of failure hanging in the low single digits.
Depending on the franchise that is chosen in this international law assignment, the entrepreneur may have the option of either acquiring an existing business that is already up or running or of opening a brand-new site and building it from the bottom up. The first choice provides the entrepreneur with the opportunity to immediately begin running a business that already has a pre-existing client base, recorded economic flows, and a team that has been established.A distinct exit strategy is provided by franchising as well. When someone is ready to retire, they have the option of selling an established and well-known firm to another individual who is interested in owning a franchise. Franchising is an option as per this international law assignmentthat would be excellent for an entrepreneur who wants to establish a firm or who would want to get started with a fully running business on day one. In either case, the entrepreneur might accomplish their goals.
Q 3
The Franchise Act, which went into force on January 1st, 2021, defines how the parties shall behave toward one another while the franchise agreement is in existence . Specifically, the franchisor is responsible for providing the franchisee with information while the two parties are working together, and both the franchisor and the franchisee are responsible for acting in an appropriate manner. This last notion in the international law assignmentresembles a pre-existing principle in Dutch civil law, which states that parties are required to behave sensibly and equitably toward one another and consider the interests of the opposing party.There are franchise agreements that have existed for a number of years, and in general, the control measures included in such agreements are rather restricted. On the other hand, the vast majority of franchise agreements include minimal requirements for reporting and information. Even if inspection and audit rights are not as widespread as they formerly were, they are not impossible to come across in the international law assignments, particularly in franchise agreements that have been drafted after the enactment of the Franchise Act.
The applicable framework for the competition law examination of all franchise agreements that have an impact on commerce between member states is provided by Commission Regulation 330/2010. This framework is the same one that is used in all of the other EU member states. This Regulation forbids some limits affecting the geographic area or client group that may be serviced, as well as the preservation of resale price levels, which is one of the prohibitions included. It is against the law for a franchisor to place restrictions on 'passive sales,' which includes sales made over the internet. If a non-compete provision is included in a contract, the length of the contract will be shortened as a result. As per Article 13a of the Dutch Competition Act, the Commission Regulation is applicable in the same manner regarding franchising agreements that are exclusive to the Dutch market (DCA). There are no extra regulations mentioned in the international law assignmentconcerning franchising agreements under the Dutch laws governing competition. Additionally, the General Data Protection Regulation became active on May 25th, 2018. Legislation in European Union law on data protection and privacy for all persons inside the EU and the European Economic Area, the General Data Protection Regulation (EU) 2016/679, was adopted in May 2016 .
Part B
Issue: The key issue in the context is on-time communication that created a gap between the communication of Dirk and Apeldoorn. When Dirk received the acceptance letter, he changed his mind before receiving the acceptance letter from Apeldoorn. The issue was raised in the international law assignmentbecause Apeldoorn had already sent the car to Dirk's premises.
Rule:As per English contract law, acceptance is the unqualified and final expression of assent to an offer. An offer that a person accepts needs to accept the terms too that are included in the offer. Offer can be accepted by conduct, but acceptance does not consist of any legal effect until it is not well communicated with the offerer. In this case, if the offeree makes a counter-offer with his/her terms, then it depends on the offerer whether to accept or reject the counter-offer. In the case of international law assignmenton postal acceptance, the effect of the acceptance starts when the acceptance letter is posted, and it will not be affected by circumstances such as delayed, loss, or destruction. The exception of the rule is applicable if the specific way of communication is mentioned. An offer made by an offerer can be revoked at any time before the offeree accepts it, but the revocation should be well communicated with the offeree. Application:In the present international law assignment, the offer is accepted by Apeldoorn as per the rule of acceptance; the offer, as well as the terms related to it, are all accepted by Apeldoorn. The terms regarding the cost communicated by Dirk is $18500, which is different from the original advertisement of Apeldoorn, which is € 20 000, and the term set by Dirk is accepted by Apeldoorn, which means the offer is accepted. In this case, no counter-offer is made by Apeldoorn against the term of Dirk. The acceptance provision of contract law also elaborates on postal acceptance that is applicable for the present international law assignment. The effect of the acceptance letter sent by post starts from the time when it is posted or mailed, and any circumstances of delay, post, or destruction of the letter will not influence its effect. An offerer can revoke an offer before its acceptance by the offeree. Based on the two facts mentioned in the international law assignment, it is clear that the acceptance of the offer is considered as valid as Dirk revoked the offer on June 8, but Apeldoorn already mailed the acceptance letter on June 7, which means the acceptance letter mentioned in the international law assignmentis valid. The case of law of Adams v Lindsell (1818) also supports the fact that in the formation of contracts that are communicated via mail, the acceptance is considered valid when the acceptance letter is mailed, including the same language. It means the offer is accepted and also valid, as it is signed byApeldoorn based on the offer letter sent by Dirk. Based on this fact, Dirk has to purchase the car.
Conclusion:
The mailbox rule is the key context of the international law assignment, and the landmark case of Adams v Lindsell is the time from which the mailbox rule has its effect.
Part C
Issue:The key issue in the international law assignmentis ensuring the safety of the client's work and the copyright applicability to protect the published book's usage. The applicability of compensation to the professor and the school is another concern in the context.
Rule: The rule applicable for the international law assignmentisThe Copyright, Designs and Patents Act 1988. According to section 3 of the act, literary work can be protected using copyright, and literary work is work rather than musical work, dramatic work, or a computer program. Section 16 of the act indicates the acts restricted under copyright, such as the copies of the work are publicly issued, leading or renting the work to the public, and communicating the work to the public. The act also illustrates the actions that permit the use of copyright pieces in a certain context. Section 34 of the act indicates the use of musical work; literary work for the performance in an educational establishment that includes pupils, teachers, and other people directly connected with the establishment is permissible. In the international law assignmentUK, copyright protection is automatically received by an individual publishing similar literary work, and the individual does not have to pay a fee. The individual in the international law assignmentautomatically obtains copyright protection when original musical, literary or dramatic work is created.
Application: Based on sec 3 of the act, it is clear the client has the right to protect his published work using copyright. Based on this section, the published work of the client is a literary work, and it can be protected using copyright. To protect the work with copyright, the international law assignmentasks the client to mark the published work with ©, which is a copyright symbol, and the creation year and name of the client also need to be provided to make the copyright effective. Sec 16 indicates that by using the copyright, the client will get a certain kind of protection for the published work, such as the work cannot be publicly issued, rented, or lend publicly without permission. Sec 34 indicates that work with copyright protection can be used for the performance of pupils, teachers, and in an educational establishment. The professor wants to use small parts of the published work for the literary class in the school, which means it is purely being used for the educational establishment. In the case of asking compensation from the professor as well as from the school, it is not applicable to the client. As per sec34 of this international law assignment, there is a certain permissible context that allows using the work with copyright. Based on this international law assignment, the client cannot ask for compensation for the same.
Conclusion: The client can protect his work with copyright, but there are certain contexts where the usage of published work is permitted under the act, and the client cannot ask for compensation for those usages as they are not violating the copyright act. As per the international law assignmentthe client needs to be more aware of the rights that will be received under the act.
References
Adams v Lindsell [1818] 1 B & Ald 681.
Alon, Ilan, Indri Dwi Apriliyanti and Massiel Carolina Henríquez Parodi, ‘A Systematic Review of International Franchising’, www.emerald.com (2020) https://www.emerald.com/insight/content/doi/10.1108/MBR-01-2020-0019/full/html
‘Copyright, Designs and Patents Act 1988’, Legislation.gov.uk (2019)
Dutch Law Institute, ‘Dutch Law’, Dutch law (2021)
Gov.UK, ‘How Copyright Protects Your Work’, GOV.UK (2020)
Official Journal of the European Union in the international law assignment, On the Protection of Natural Persons with Regard to the Processing of Personal Data and on the Free Movement of Such Data, and Repealing Directive 95/46/EC (General Data Protection Regulation) (Text with EEA Relevance) (2016)
