一 合同存在性问题
1. The existence of the contract
首先，BN租赁公司和Tacconi在HWS的同意下，签订了一份租赁合同，Tacconi和BN租赁公司之间的合同自然成立。
First, BN Rental and Tacconi, with the consent of HWS, entered into a lease contract, a contract between Tacconi and BN RentalNaturally established.
其次，对于“Tacconi asked the court to declare that the contract between BN and HWS for the purchase of the plant had not been concluded. It based its claim on what it considered to be HWS's unjustified refusal to sell the plant to BN”原告认为合同没有成立。
Secondly, for "Tacconi asked the court to declare that the contract between BN and HWS for the purchase of the plant had not been concluded. It based its claim on what itconsidered to be HWS's unjustified refusal to sell the plant to BN" The plaintiff argued that the contract was not concluded.
但被告认为该合同（即HWS和BN之间的买卖合同）已经成立。
However, the defendant argued that the contract (i.e. the contract of sale and purchase between HWS and BN) had been formed.
“HWS made a counterclaim in which it submitted that the contract was entered into by letter of 28 April1995 which was sent to confirm Tacconi's order of 27 April 1995.”
二 管辖权异议：（跟第三大点相关）
2. Jurisdictional objections: (related to the third major point).
HWS提出意大利法院没有管辖权，因为合同中包含了一个仲裁条款，该条款选择了外国法院作为解决争议的场所。这意味着任何与合同相关的争议都应该在合同指定的外国法院解决，而不是在意大利法院。
HWS argued that the Italian courts did not have jurisdiction because the contract contained an arbitration clause which chose a foreign court as the venue for resolving the dispute. This means that any contract-related disputes should be resolved in a foreign court designated by the contract, not in an Italian court.
三 公约条款的应用：
III. Application of the provisions of the Convention:
第五条第一款 in matters relating to a contract, in the courts for the place of performance of the obligation in question;
Article 5 (1) in matters relating to a contract, in the courts for the place of performance of the obligation in question;
HWS认为1968年9月27日的《布鲁塞尔公约》（Brussels Convention）第5(1)条不适用，因为它以合同的存在为前提，而 Tacconi 提起的诉讼恰好与没有签订合同的事实有关。
HWS held that Article 5(1) of the Brussels Convention of 27 September 1968 did not apply because it presupposes the existence of a contract and the action brought by Tacconi relates precisely to the fact that no contract has been concluded.
其次，就算适用这一条，因为本案中moulding plant属于不动产，所以应该选择moulding plant所在地的德国法院。
Secondly, even if this article applies, since the Moulding Plant in this case is immovable property, the German court where the Moulding Plant is located should be chosen.
合同对履行地点没有约定或者约定不明确，争议标的为给付货币的,接收货币一方所在地为合同履行地；交付不动产的.不动产所在地为合同履行地（中国的，参照理解一下就行）
If there is no agreement on the place of performance in the contract or the agreement is not clear, and the subject matter of the dispute is the payment currency, the place where the party receiving the currency is located is the place where the contract is performed; Delivery of immovable property. The location of the immovable property is the place of performance of the contract (in China, just understand it by reference).
第五条第三款 in matters relating to tort, delict or quasi-delict, in the courts for the place where the harmful event occurred;
Article 5(3) in matters relating to tort, delict or quasi-delict, in the courts for the place where the harmful event occurred;
对于“Tacconi contends that pre-contractual liability must be regarded as non-contractual and therefore constitutes a delict or quasi-delict. It adds that during the pre-contractual stage there is no contractual link between the parties.”HWS认为第5(3)条并不适用
For "Tacconi contends that pre-contractual liability must be regarded as non-contractual and thereforeconstitutes a delict or quasi-delict. It adds that during the pre-contractual stage there is no contractuallink between the parties."HWS considers that Article 5(3) does not apply
首先，HWS并没有违反诚实守信原则，HWS并没有恶意磋商，也没有故意不签定合同，所以自然不存在侵权行为，也不承担先合同责任，不适用此条款，
First of all, HWS did not violate the principle of honesty and trustworthiness, HWS did not negotiate in bad faith, nor did it deliberately fail to sign the contract, so naturally there is no tort, and it does not assume pre-contractual liability, so this clause does not apply.
其次，就算原告认为属于侵权行为，这并不意味着有害事件发生的地方可以理解为可以感受到有害影响的任何地方，该事件已经在其他地方造成了实际损害
Secondly, even if the plaintiff considers that it is a tort, it does not mean that the place where the harmful event occurred can be understood as any place where the harmful effects can be felt, and that the event has caused actual damage elsewhere
而根据公约，侵权行为的管辖权应该在侵权行为发生地（harmful event occured）的法院，也就是在HWS德国办公室所属的法院。
According to the Convention, jurisdiction over the infringement shall be in the court of the place where the infringement occurred (harmful event occurred), i.e. in the court of the German office of HWS.
综上，如果上述特别管辖条款不适用于本案，则应当适用于公约中第 2 条中的一般管辖规则，应该在德国法院提起诉讼。退一步讲，就算适用上述特别管辖条款，也应该在德国法院提起诉讼。
In summary, if the above-mentioned special jurisdiction clause does not apply to the present case, the general jurisdiction rules in Article 2 of the Convention should apply, and the proceedings should be brought in the German courts. Taking a step back, even if the above-mentioned special jurisdiction clause applies, a lawsuit should be brought in a German court.
因此，应该在德国法院提起诉讼。
Therefore, a lawsuit should be filed in a German court.
四、反诉：（案子里没说清反诉要求Tacconi赔钱的具体原因理由，因为这个模拟法庭也没给案宗材料没有证据，就只能按逻辑反推一点辩护思路吓一下老师）
4. Counterclaim: (The case did not explain the specific reasons for the counterclaim to demand Tacconi to pay money, because this mock court did not give the case file materials and no evidence, so it can only logically reverse a little defense idea to scare the teacher).
“HWS要求法院驳回Tacconi的索赔，并要求Tacconi支付HWS声称的损失，即DEM 450,248.39。”
"HWS asked the court to dismiss Tacconi's claim and to require Tacconi to pay HWS's alleged losses, namely DEM 450,248.39. ”
首先，Tacconi没有足够的证据表明HWS在谈判过程中有违反诚信原则的行为，或者即使有违反，也不构成对Tacconi造成损害的充分理由。而Tacconi应当提供更充分的证据来支持其索赔，包括证明HWS在谈判过程中的不当行为以及由此造成的具体损害。
First, Tacconi did not have sufficient evidence that HWS breached the principles of good faith in the negotiation process, or that even if there was, it did not constitute a sufficient reason for causing harm to Tacconi. Tacconi, for its part, should provide more evidence to support its claim, including evidence of HWS's misconduct during the negotiation process and the specific damages caused thereby.
其次，HWS要求Tacconi赔偿是基于Tacconi和BN签订的租赁合同。因为Tacconi没有足够的资金，所以双方才找了第三方租赁公司BN来磋商，而因为Tacconi没有及时履行合同义务，导致BN公司没有收到应收的资金，所以无法及时与HWS签订买卖合同，因此被告要求原告支付因没有及时履行义务导致HWS损失的DEM 450,248.39。
Secondly, HWS's claim for compensation from Tacconi was based on the lease contract entered into between Tacconi and BN. Because Tacconi did not have sufficient funds, the parties found a third-party leasing company, BN, to negotiate, and because Tacconi did not perform its contractual obligations in a timely manner, BN Company did not receive the funds receivable, so it was unable to enter into a sales contract with HWS in a timely manner, so the defendant demanded that the plaintiff pay DEM 450,248.39 for the loss of HWS due to the failure to perform its obligations in a timely manner.
最后，被告认为本案应适用德国法律来解释合同条款和条件，以及确定合同是否存在以及其效力。
Finally, the defendant argued that German law should be applied in this case to interpret the terms and conditions of the contract and to determine the existence and validity of the contract.