What is a Contract
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A contract is a legally
_______agreement between two or
more parties
Form
1. Writing
2. ________
3. Partly oral and partly written
4.
Content : total articles regulating parties’
rights and _____________
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Sources of contract Law
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Local Law
International Law
1. 1980 United Nations Convention on
Contracts for the International “Sale
of Goods” – CISG
2. UNIDROIT Principles of International
Commercial Contracts 2004 – PICC
(UNIDROIT : International Institute for
Unification of Private Law)
Vienna Convention 1980
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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
1. General provisions
2. Formation of contracts
3. Rights and obligations of buyers and
sellers
4. Ratification and the entry into force
Essential Elements Of A Valid Contract
1.
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Agreement
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2.
3.
4.
Capacity
Legality
Consent
Making Contract
Offerer -----------------------------Offeree
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Makes offer to
--------------------------Accepts
Agreement
Offer
An offer is a legally binding promise made
by one party to another party.
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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
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price per the terms of the advertisement.
The defendant refused to sell the sale items
to Lefkowitz
Offer ≠ Invitation To Treat
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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
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Offeror may revoke the offer
OFFER
Offeree may reject the offer
Offeree may accept the offer
contract
Offer may lapse due
to passing of time
Withdraw / Revoke the Offer
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Offer can be withdrawn prior to their
reaching the offeree
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Offer can be revoked anytime before
acceptance
Withdrawal and revocation must be
communicated to the offeree in some
reasonably reliable manner
Rejecting an Offer
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Offer can be rejected expressly or by
implication
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How can be understood “implication”
Offeree’s conduct
Offeree’s counter offer
Reply with any changes
Clarification of the terms
Acceptance of the Offer
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Only the offeree may accept the offer
Acceptance must be final and unconditional
Acceptance must be communicated to the
offeror
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Silence does not amount to acceptance
Offeror cannot force acceptance upon the
offeree
Question 2
Vietnamese Co
British Co
Negotiated in England
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L/C 180 days
L/C at sight
Vietnamese co.
returned home
5 days later, British co. phoned to accept L/C 180days
Contract?
When is the contract made?
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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
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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
Case
22/4/1992
Vietnamese
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See art.20-2 CISG 80
Offeree
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Offereropen until 16.30 16
th
May 92
16.30 16/5/92 Next Mon, acceptance fax
acceptance
arrived at 23.00on 16/5
No Contract
Sunday no
Contract
Sources of contract Law
What is a Contract
Vienna Convention 1980
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Essential Elements Of A Valid Contract
Making Contract
Withdraw / Revoke the Offer
The Fate of the Offer
Offer ≠ Invitation To Treat
Offer
Offer ≠ Invitation To Treat
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The Fate of the Offer
Withdraw / Revoke the Offer
Rejecting an Offer
Acceptance of the Offer
When is the contract made?
Postal Rule
Contract Clauses : Types and specimen
clauses
Overview
Definitions
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