Human Rights Protections in International Supply Chains—Protecting Workers and Managing Company Risk: 2018 Report and Model Contract Clauses from the Working Group to Draft Human Rights Protections in International Supply Contracts, ABA Section of Business Law

73 Business Lawyer 1093 (2018).

14 Pages Posted: 28 Jun 2018 Last revised: 19 Dec 2019

See all articles by David V. Snyder

David V. Snyder

Washington College of Law, American University

Susan Maslow

Antheil Maslow & MacMinn, LLP

Date Written: June 12, 2018

Abstract

This report and the model contract clauses that it contains are an effort to help companies provide legally effective and operationally likely human rights protections for workers in international supply chains. The report is the product of the Working Group to Draft Human Rights Protections in International Supply Contracts, which is a unit of the American Bar Association Business Law Section. After identifying the problems, such as human trafficking and factory collapses as well as developing compliance obligations under federal, state, and foreign law, the report explains the difficulty of drafting legally effective clauses. Most of the issues result from the focus of established sales law on the conformity of the goods themselves rather than on the conditions under which the goods are made. Other issues stem from the tension between default remedies under sales law and the remedies that buyers and non-parties would prefer in the context of forced labor or other human rights violations. Accordingly, many clauses focus on warranty and remedies issues. In addition, disclaimers attempt to manage company risk by addressing theories of liability advanced in litigation (e.g., undertaking liability, peculiar risk doctrine, and third party beneficiaries). The contract clauses are drafted in the alternative so that they should work under the Uniform Commercial Code (UCC), as it is in effect in most of the US, and under the UN Convention on Contracts for the International Sale of Goods (CISG), which applies to many international sales of goods. Extensive annotations based on legal research explain the drafting choices made.

Keywords: supply chains, model contract clauses, global value chains, human rights, supply contracts, international sales, worker health and safety, corporate social responsibility (CSR)

JEL Classification: K12, K22, K23, K31, K32, K33, L14, L15

Suggested Citation

Snyder, David V. and Maslow, Susan, Human Rights Protections in International Supply Chains—Protecting Workers and Managing Company Risk: 2018 Report and Model Contract Clauses from the Working Group to Draft Human Rights Protections in International Supply Contracts, ABA Section of Business Law (June 12, 2018). 73 Business Lawyer 1093 (2018).. Available at SSRN: https://ssrn.com/abstract=3194819 or http://dx.doi.org/10.2139/ssrn.3194819

David V. Snyder (Contact Author)

Washington College of Law, American University ( email )

4300 Nebraska Avenue, NW
Washington, DC 20016
United States

Susan Maslow

Antheil Maslow & MacMinn, LLP ( email )

131 W State St # A
Doylestown, PA 18901
United States

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