Contract and contract making

Contract and Contract making


What is a contract?

A contract is a legally binding agreement between two or more parties
What form does it take
Writing
Oral
Partly oral and partly written
Conduct
Content : total terms and conditions/ clauses/ provisions regulating parties’ rights
and obligations


What is a contract?

A contract is a legally binding agreement between two or more parties
What form does it take
Writing
Oral
Partly oral and partly written
Conduct
Content : total terms and conditions/ clauses/ provisions regulating parties’ rights
and obligations


Source of Law

Local Law
International Law



1980 United Nations Convention on Contracts
international Sale of Goods – CISG



UNIDROIT Principles of International Commercial
Contracts 2004 – PICC

(UNIDROIT : International Institute for Unification of Private Law)

For the


Vienna Convention 1980

Came into force in 1988
Is the work of more than 62 states and 8 international organizations
Incorporates rules from all the major legal systems
Include 4 parts
General provisions
Formation of contracts
Rights and obligations of buyers and sellers
Ratification and the entry into force


Essential Elements Of A Valid Contract
 

Agreement
Capacity
Legality
Consent


Making Contract
 
Offerer -----------------------------Offeree
Makes offer to

--------------------------
 Accepts
 
 
 

Agreement


Offer
An offer is a legally binding promise made by one party to another party.
Hint: the offer was clear, definite, explicit and left nothing open to negotiation.
Offer occurs when if reaches the offeree


See case Lefkowitz v Great Minneapolis Surplus Store, 251 Minn 188 86 N.W .2d
689 (1957)

Great Minneapolis Surplus Store (D) published advertisements in a newspaper

for a sale on fur coats, mink scarves, and lapin stole. Each of the advertisements
indicated that the sale items would be sold on a first come first served basis,
stated the quantities of each item available, and stated that they would be sold
for one dollar each. Lefkowitz(P) was the first customer to present himself and
offer the one dollar price per the terms of the advertisement. The defendant
refused to sell the sale items to Lefkowitz


Offer ≠ Invitation To Treat
 
Displaying goods for sale with the price attached
Advertising good for sale through catalogue/media
Tenders/auctions
Preliminary enquiries
 
 
 
 

Invitation to treat

 
Offer or not?? See more in ACT 14.1 CISG


The Fate of the Offer

Offeror may withdraw the offer



Offeror may revoke the offer

OFFER
Offeree may reject the offer

 
Offeree may accept the offer

 
Offer may lapse due

to passing of time


contract


Withdraw / Revoke the Offer
Offer can be withdrawn prior to their reaching the offeree
Offer can be revoked anytime before acceptance
Withdrawal and revocation must be communicated to the offeree in some
reasonably reliable manner


Rejecting an Offer
Offer can be rejected expressly or by implication
How can be understood “implication”
 
 

 

Offeree’s conduct

 
 

 
 


Clarification of the terms

Offeree’s counter offer

Reply with any changes


Acceptance of the Offer
Only the offeree may accept the offer
Acceptance must be final and unconditional
Acceptance must be communicated to the offeror
 
 
 
 

Silence does not amount to acceptance

 

 
Offeror cannot force acceptance upon the offeree


When is the contract made?
 
Stated on the intention of the parties
If not, when communication is opened in the ordinary course of business
Over the internet, when it enters an information system


Postal Rule
Acceptance occurs when the letter is posted
Same to public telegraph and publc telex
Not apply to instantaneous mode of communtication
Evidence for the postal rule-is in need