contract合同法

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1、ContractDefinition: an agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law.Contracts can cover an extremely broad range of matters.第一页，共五十六页。CISGName: United Nations Convention on Contracts for the International Sale of Goods第二页，共五十六页。CISG

2、Four Parts:1. General provisions, including rules on the scope of its applications and rules of interpretation.2. The formation of contracts.第三页，共五十六页。CISGFour Parts:3. The rights and obligations of buyers and sellers.4. Provisions for the ratification and the entry into force of the Convention. 第四页

3、，共五十六页。Transactions covered in CISG:International sale of goods: the buyer and the seller must have their places of business in different states. &第五页，共五十六页。Transactions covered in CISG:Either (1) both of the states must be contracting parties to the convention or;(2) The rules of private internatio

4、nal law must lead to the application of the law of a contracting state. 第六页，共五十六页。Transactions covered in CISG:Opting in and out：The parties to a contract may exclude or modify its application by a choice of law clause. They may also use the same clause to exclude a domestic law and adopt CISG in it

5、s place depends on the rules of the state where the case is heard. 第七页，共五十六页。Key Issue #1 Types of ContractsA. Based on the type of evidence necessary to establish the contract: An express contract is created by the parties words, either oral or written.An implied contract is created by the parties

6、conducts.第八页，共五十六页。Key Issue #1 Types of ContractsB. Based on the obligations necessary to establish the contract:Bilateral contract(双务合同双务合同(h tong): The parties exchange promises to do some future act.Unilateral contract(单务合同单务合同): one party acts immediately in response to the offer. 第九页，共五十六页。Key

7、 Issue #1 Types of ContractsQuasi-contract 准合同准合同(h tong) is an equitable remedy that applies whenever the application of contract law yields an unfair or inequitable result.Quasi-contract is governed by equitable concepts. It protects against unjust enrichment(不当得利不当得利).第十页，共五十六页。Key Issue #2 Appli

8、cable LawUCC Art 2 applies only to a sale of goods (“goods are moveable, personal property)The common law applies to all other contracts.For mixed contracts-look for the more important elements.第十一页，共五十六页。1. I contract to buy a parcel of land. 2. A hires B to babysit his kids. 3. East Airlines agree

9、s to sell 4 DC-9s to United Airlines for $60 million.4. Tom agrees to sell his pencil to Tim for $1.5. Mary buys the book “Guide to Legal Environment of Business, which includes a free class.Questions第十二页，共五十六页。Key Issue #3 Contract FormationLook for 3 Stages:1. Whether there is an offer (要约要约(yo yu

10、);2.Whether the offer has being terminated(终止终止) in some way;3.Whether the offer has being accepted.第十三页，共五十六页。Key Issue #3 Contract FormationFirst Stage: offerAn offer is a manifestation(表示(biosh) of an intention to be bound, created by words or conduct.第十四页，共五十六页。Key Issue #3 Contract FormationWha

11、t are the requirements for an offer?(a) Clear expression of contractual intention(b) Definite content to be contained in a contract (it needs to specify the quantity, the price, and who can accept)(c) Successful communication to the offeree(受要受要约约(yo yu)人人)第十五页，共五十六页。Key Issue #3 Contract FormationA