...European Business Law 1! ! Introduction to international business law and elements of contract formation! ! ! ! ! Useful for :! • Business relationships depend upon legally binding agreements! • Being aware of contract traps (avoid business troubles)! Law > Contract Law > French contract Law > International Contract Law (comparative law / Unidroit principles / Vienna Convention) > Common Law ! What is a contract law?! 3 main ideas = A contract is act of Freedom / of Willingness / of Foreseeability! 2 main principles = Principle of obligatory force / of good faith! Problems when negotiating a contract :! Is the negotiator empowered?! Severability or not?! Confidentiality or Non-disclosure agreement! ! A Contract is an agreement between 2 or more parties that is binding in law! ! When does a contract come into force? => Agreement on essential terms! ! BEFORE : Elements of contract formation! ! Offer and Acceptance ! ! ! An offer accepted is a contract / A statement of willingness to contract on specified terms! • Express / implied offer! • Adressed to one particular person, a group of persons, or the world at large! • Offer and Invitation difference to treat (= advertising)! Revocation of an offer : ! • Withdrawal of the offer : An offer may be withdrawn at anytime before acceptance! • Lapse of time :! • Where a time-limit : the offer automatically falls on the expiry of that time-limit! • Where no time-limit : An offer only remains open for a reasonable time! • Rejection...
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...fully: a) whether the mistake was mutual or unilateral; b) whether the mistake involved a material term of the contract; c) whether the fairness of the situation would be grounds for arguing that enforcement of the contract was unconscionable; and d) whether the customer could seek to void the contract on the basis of mutual mistake. (Remember: define mutual/unilateral mistake, identify material terms, discuss fairness and/or unconscionable factors of the contract, then analyze and support your conclusion as to whether the contract is voidable.) a. When Rick and Ellen booked a caterer to help host a celebration for their 50th wedding anniversary on Sept 5, 2014, they did not realize that their anniversary fell on Rosh Hashanah, a Jewish high holy day. Ellen had not practiced her Judaism faith since she married into a catholic family, but she realized that none of her Jewish relatives would attend the event, so she called the caterer to change the date. The caterer pointed out that the contract had a no cancellation provision that required a payment of $1000 for any change in the date of an event. A mistake is erroneous belief about the facts of contract at the time of contract is concluded. A unilateral mistake does not void a contract. The customers could seek to void the contract because there was a mutual mistake. b. Gustav entered into a contract with the RTA to display 2ft x 4ft posters on the back of the RTA busses advertising his auto repair business, which...
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...contract law T H I R D E D I T I O N M I N DY C H E N - W I S H A RT 1 INDEX Web 1 Incapacity W1 Diagram W1A Overview of incapacity W2 W1.1 Children W3 W1.1.1 Contracts to supply ‘necessaries’ W3 W1.1.2 Employment and other benefi cial contracts W4 W1.1.3 Contracts involving land, marriage settlements, company shares, and partnerships W5 W1.1.4 Other contracts W6 W1.1.5 Restitution to children W6 W1.1.6 The liability of children W6 W1.2 Mental incapacity, drink, and drugs W8 W1.3 Companies W10 W1.4 Public authorities W11 Web 2 Illegality and public policy W13 W2.1 What are illegal contracts? W14 W2.1.1 Statutory illegality W14 Diagram W2A Overview: Categories of illegal contracts W15 W2.1.2 Common law illegality W16 W2.1.2.1 Contracts to commit a crime W17 W2.1.2.2 Contracts made for the deliberate commission of a civil wrong W17 W2.1.2.3 Contracts interfering with the administration of justice W17 W2.1.2.4 Contracts to oust the jurisdiction of the courts W18 W2.1.2.5 Contracts prejudicial to the state W18 W2.1.2.6 Contracts which further sexually immoral purposes W19 W2.1.2.7 Contracts prejudicial to family life W19 W2.1.2.8 Contracts unduly restrictive of personal liberty W20 W2.1.2.9 Contracts in restraint of trade W20 W2.1.2.10 Restrictive trading and analogous agreements W24 W2.1.3 Illegality and unfairness W24 W2.2 The effects of illegality W25 W2.2.1 The enforceability of the contract W26 W2.2.1.1 Illegality at formation W26 web contents ...
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...government ethics laws and rules, of course) with the primary focus of advising potential government contractors and subcontractors. Mr. Johnny Jones, of The Johnny Jones Flooring and Construction Company has approached you with a question. Jones and his company are potential subcontractors (they, obviously, specialize in flooring) on a federal construction contract worth a little over two million dollars ($ 2,000,000.00) recently awarded to the Jimmy Smith Construction Company (Jimmy Smith, the prime contractor). Neither Johnny nor his company have ever been part of a government contract before. He wants to know the ramifications associated with being a subcontractor on such a contract. His specific concerns are with protecting his ability to directly protest issues and concerns through the various courts and agencies able to handle such protests. He is specifically concerned that he may be left with only the option of suing Jimmy Smith if anything goes wrong on the contract. He would also like to have some assurance that he will get paid if the prime contractor becomes insolvent. You have agreed to steer Johnny in the right direction. What do you tell him? Include the rationale for your advice. I would explain that he does have the right to sue the prime contractors under the Miller Act and they also would be able to take action against the government if the prime contractor will agree to sure for them. The rationale is this; due to lack of privity of contract between the...
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...------------------------------------------------- AGREEMENT IN RESTRAINT OF TRADE CONTRACTS TABLE OF CONTENT * INTRODUCTION * TYPICAL RESTRICTIVE CLAUSE * KINDS OF RESTRAINT * RESTRAINT OF TRADE UNDER THE COMMON LAW * EMPLOYER MUST HAVE A VALID INTEREST * RESTRAINT MUST BE REASONABLE * EXCEPTION * CONTRACTS OF EXCLUSIVE DEALING * RESTRAINTS ON SONGWRITERS AND OTHER ENTERTAINERS * IS RESTRAINT GOOD OR BAD FOR HEALTHY BUSINESS? * CONCLUSION ABSTRACT Agreement in restraint of trade is defined as the one in which a party agrees with any other party to restrict his liberty in the present or the future to carry on a specified trade or profession with other persons not parties to the contract without the express permission of the latter party in such a manner as he chooses. In other words “one in which a party agrees with any other party to restrict his liberty in the future to carry on trade with other persons who are not parties to the contract in such a manner as he chooses”. INTRODUCTION This research work deals with an area of law which under classical contract theory brought two principles into direct conflict. On the one hand, classical theory endeavoured to promote ‘freedom of contract’ – it is the parties who determine their obligations, and the courts should only intervene in exceptional...
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...* Chapter 20: The Formation of Sales and Lease Contracts - When we turn to contracts for the sale and lease of goods we move away from common law and into the area of statutory law. - UCC article 2: on sales, 2A: on leases - The goal of the UCC is to simplify and streamline commercial transactions, allowing parties to form contracts without observing the same degree of formality used in other types of contracts by making laws governing sales and lease contracts clearer, simpler and more readily applicable to the difficulties that can arise during such transactions. The Uniform Commercial Code (1949) Comprehensive Coverage of the UCC UCC: single most comprehensive codification of laws involved in total commercial transaction Views commercial transaction for sale and payment of goods as a whole Article 1: General Provisions Definitions and general principles applicable to commercial transactions, including an obligation to perform in “good faith” all contracts un the UCC Provides basic groundwork for the remaining articles A Single, Integrated Framework for Commercial Transactions UCC attempts to provide a consistent and integrated framework of rules to deal with all phases ordinarily arising in a commercial transaction Many sections from the different articles can apply to a single transaction Periodic Revisions of the UCC To clarify certain rules or establish new rules when changes in business customs have rendered existing UCC provisions inapplicable ...
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...International Trade Law Outline Definition of ITL The Scope of ITL （调整范围） History of ITL Comparison of ITL and In. Business Law Sources of ITL( 渊源） Question How to understand the word “international law” here? What is International Law? “A rule… that has been accepted as such by the international community.” Includes :Customary international law. International treaties and agreements. General principles common to major legal systems. Public vs. Private International Law Public International Law. – Involves relationships between countries and applies “norms regarded as binding on all members of the international community” Private International Law. – Is described as conflict of laws or “domain of rights, duties, and disputes between and among persons from different places. Part I Definition 国际贸易法：调整跨越国界的货物贸易、技术贸易和服务贸易关系以及这些贸易关系有关的其他关系的法律规范和规则的总和。 (a) The body of norms and rules – Private law: governs transnational Relationships of Private Persons ( International transaction Law) e.g. the law of international sales, trade finance, licensing agreement etc. – Public law: laws that make up the legal framework within which international business takes place. e.g. the treaties of EU, GATT agreement, NAFTA (b) the scope of ITL（调整范围） Trade in goods, Trade in service，Trade in technology,other international business field Part III History of International Trade Law • Customs and usages Law • Decentralization...
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...November 16th 2015 CHAPTER 12 CONTRACTS AND SALES Introduction and Formation A contract is a promise or set of promises for breach of which the law fives a remedy, or the performance of which the law in some way recognizes as a duty. The three general sources of contract law for contracts entered into in the United States include common law, the Uniform Commercial Code, and the new sources of law evolving in response to e-commerce. Common Law The common law was the first law of contracts. It consists today of those traditional notions of law and the body of law developed by judicial decisions dealing with contract issues. Common law applies to contracts that have land or services as their subject matter. Contracts for the construction of a home and employment contracts are governed by common law. The Uniform Commercial Code (UCC) One of the problems with common law is its lack of uniformity, the states do not follow the same case decisions on contract law, and some states do not follow the Restatement. To address the uniformity, the National Conference of Commissioners on Uniform State Laws and the American Law Institute worked to draft a set of commercial laws appropriate for businesspeople, lawyers and lawmakers, the result of their efforts was the Uniform Commercial Code (UCC). * Article 2 of the UCC Governs contracts for the sale of goods and has been adopted in all states except Louisiana. Under article two contracts can be formed more easily, the standards...
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...MODEL CONTRACTS FOR SMALL FIRMS LEGAL GUIDANCE FOR DOING INTERNATIONAL BUSINESS © International Trade Centre, August 2010 Model Contracts for Small Firms: International Commercial Sale of Goods Contents Foreword Acknowledgements Introduction Chapter 1 International Contractual Alliance Introduction ITC Model Contract for an International Contractual Alliance Chapter 2 International Corporate Joint Venture Introduction ITC Model Contract for an International Corporate Joint Venture Chapter 3 International Commercial Sale of Goods Introduction ITC Model Contract for the International Commercial Sale of Goods (short version) ITC Model Contract for the International Commercial Sale of Goods (standard version) Chapter 4 International Long-Term Supply of Goods Introduction ITC Model Contract for the International Long-Term Supply of Goods Chapter 5 International Contract Manufacture Agreement Introduction ITC Model International Contract Manufacture Agreement Chapter 6 International Distribution of Goods Introduction ITC Model Contract for the International Distribution of Goods ii © International Trade Centre, August 2010 Model Contracts for Small Firms: International Commercial Sale of Goods Chapter 7 International Commercial Agency Introduction ITC Model Contract for an International Commercial Agency Chapter 8 International Supply of Services Introduction ITC Model Contract for the International Supply...
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...INDEX S.NO. TOPIC INDIAN CONTRACT ACT Nature and Kind of Contracts Offer and Acceptance of an Offer Capacity of Parties and Consideration Void Agreement and Contingent Contract Performance of Contract Discharge of a Contract Remedies for Breach of Contract and Quasi-contract Agency PAGE 2-10 11-22 23-34 35-49 50-62 63-72 73-81 82-99 SALES OF GOODS ACT Sales of Goods Act CONSUMER PROTECTION ACT Consumer Protection Act NEGOTIABLE INSTRUMENT ACT Negotiable Instrument Act THE PARTNERSHIP LAW The Partnership Law THE COMPANIES ACT 1956 & COMPANIES LAW 2013 Companies Act 1956: Types of Company and Its Characters 101-127 129-140 142-167 169-191 193-211 Companies Act 1956: Memorandum, Article of Association and 212-239 Prospectus Companies Act 1956: Share Capital Companies Act 1956: Meeting Companies Act 1956: Management of the Company Companies Act 2013 240-275 276-302 303-340 341-364 THE CYBER LAW 2000 & AMENDMENTS IN 2008 CASES 0 MODULE-1 INDIAN CONTRACT ACT 1872 Chapters 1. Nature and Kind of Contracts 2. Offer and Acceptance of an Offer 3. Capacity of Parties and Consideration 4. Void Agreement and Contingent Contract 5. Performance of Contract 6. Discharge of a Contract 7. Remedies for Breach of Contract and Quasi-contract 8. Agency 1 The Indian Contract Act 1872: Nature and Kind of Contracts Learning Objectives In this chapter, students will come to know What is an agreement and a contract? What are the essential elements...
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...Breach of Contract & Remedies 1 Breach of contract Nature of breach A breach of contract occurs where a party to a contract fails to perform, precisely and exactly, his obligations under the contract. This can take various forms for example, the failure to supply goods or perform a service as agreed. Breach of contract may be either actual or anticipatory. Actual breach occurs where one party refuses to form his side of the bargain on the due date or performs incompletely. For example: Poussard v Spiers and Bettini v Gye. Anticipatory breach occurs where one party announces, in advance of the due date for performance, that he intends not to perform his side of the bargain. The innocent party may sue for damages immediately the breach is announced. Hochster v De La Tour is an example. Effects of breach A breach of contract, no matter what form it may take, always entitles the innocent party to maintain an action for damages, but the rule established by a long line of authorities is that the right of a party to treat a contract as discharged arises only in three situations. The breaches which give the innocent party the option of terminating the contract are: (a) Renunciation Renunciation occurs where a party refuses to perform his obligations under the contract. It may be either express or implied. Hochster v De La Tour is a case law example of express renunciation. Renunciation is implied where the reasonable inference from the defendant’s conduct is that he no longer intends...
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...was not pleased with the work Masterpiece Construction provided and later found out that the work was sub-contracted out to a third party vendor. This in return resulted in Foodmart suing masterpiece for a breach of contract. Who wins? In the case of Foodmart vs. Masterpiece, Foodmart wins. Although, Masterpiece argued commercial impracticability, the first element of the commercial impracticability states “Something unexpected must have occurred"(Cohen Seglias Pallace Greenhall & Fermac PC, N.D.) for a company to plead impracticability. The third element states and the unexpected occurrence must have rendered performance commercially impracticable” (Cohen Seglias Pallace Greenhall & Fermac PC, N.D.). By Masterpiece Construction accepting and scheduling each new contract it voids the term unexpected. They were aware of everything that came along with each contract they accepted before accepting the responsibility. Therefore Masterpiece Construction should be held accountable to their actions which in return results in Foodmart Inc. being granted their injunction. Scenario Two: Jeremy Atwater Purchases a Car During the summer Jeremy Atwater earned enough money to place a down payment of $200 on a car from Smooth Sales Used Cars. He signed a contract which sealed the deal and drove his car home. Although, Jeremy was excited to purchase his new care he unfortunately was not able to keep up with the payments and decided to try and return his car to Smooth Sales Used...
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...Two outstanding issues that could ensue are those of breach and frustration of a contract. A breach is an infraction of either the law or an obligation created through a contract (Bullon, 2003). A breach of contract arises when there is a violation of a contractual obligation through failure by a party to perform their own promise, or by repudiating the agreement, or even an interference with another party’s performance of their obligations (Garner, 2004). Breach of contract arises because Big Bank would be claiming that Systems Inc failed to honour their obligations within the agreed timelines. Frustration of a contract arises when the circumstances in which the contract is to be performed change very drastically out of certain unanticipated factors (Hodgin, 2006). When a contract is frustrated, the party seeking to rely on the frustration gets their duties discharged so that the contract becomes terminated (Jackson, 2006). The contract only becomes frustrated where it is demonstrated that its performance is impossible, as opposed to being onerous in nature as was so asserted in Paradine v Jane (1647) Aleyn 26; Sty 47. Frustration arises as a defense for Systems Inc because the company would be seeking to purge off the blameworthiness for Big Bank’s decision to rescind the contract. To prove this, it is highly probable that Systems Inc would point out the fact that the inability to change the data fields arose from the impossibility to contact Glenda Givealot who was...
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...Case study 5 A dealer sold a new car to Raymond Smith. The sales contract contained language expressly disclaiming liability for personal injuries caused as a result of defects in the car and limiting the remedy for breach of warranty to repair or replacement of the defective part. One month after purchasing the auto, Smith was seriously injured when the car veered off the road and into a ditch as a result of a defect in the steering mechanism of the car. If Smith sues the dealer for breach of warranty and the dealer defends by relying on the contract disclaimer, what would be the result and why? In this case study, we are assuming the contract entered into between Raymond Smith, the buyer, and the auto dealer, the seller, is a legal contract. We will assume UCC Article 2 will apply since there was a payment from the buyer to the seller resulting in a sale of a good and under section 2-201(1) of the UCC code, that all contracts must be $500 or more and in writing. Also the UCC statute of limitations is a period of four years but the seller and buyer can agree to reduce timeframe to one year but cannot extend past the four year mark. As the case study states the failure happened one month after the purchase of the vehicle and therefore falls well within the statue of limitations. Let’s be real when a person purchases a new vehicle the performance and condition of the new vehicle must meet industry standards and perform at peak levels. Warranty disclaimers can only be disclaimed...
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...reasonable person be satisfied? a. Based on mechanical fitness and suitability for a particular thing B) Subjective Test 1. Actual Personal Satisfaction a. Based on aesthetics, taste, comfort ii) Satisfaction of Third Party – a duty is conditioned on some third party being satisfied with performance A) The third party must be acting in good faith 2) Concurrent Conditions – each party’s duty is conditioned on the other party showing up willing to perform 3) Condition Subsequent – a future event, the occurrence of which discharges the duty to perform 4) Express Condition a) The condition is explicitly stated in the contract b) The condition must be fully and completely satisfied 5) Implied Condition a) Implied by the circumstances II) Discharge of Contractual Duties A) By Performance or Tender of Performance 1) Performance – the Defendant had fully performed their duty...
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