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What is a contract HỌC LUẬT BẰNG ÀNH NGỮ

What is a Contract







1

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 _____________


1


Sources of contract Law




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
2

2









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.
3

Agreement
3


2.
3.
4.

Capacity
Legality
Consent

Making Contract
Offerer -----------------------------Offeree
4

4


Makes offer to
--------------------------Accepts

Agreement

Offer
An offer is a legally binding promise made
by one party to another party.

5

5


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
6

6


price per the terms of the advertisement.
The defendant refused to sell the sale items
to Lefkowitz

Offer ≠ Invitation To Treat

7

7









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
8

8


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


9

Offer can be withdrawn prior to their
reaching the offeree
9






Offer can be revoked anytime before
acceptance
Withdrawal and revocation must be
communicated to the offeree in some
reasonably reliable manner

Rejecting an Offer


10

Offer can be rejected expressly or by
implication
10




How can be understood “implication”

Offeree’s conduct

Offeree’s counter offer

Reply with any changes

Clarification of the terms
Acceptance of the Offer




11

Only the offeree may accept the offer
Acceptance must be final and unconditional
Acceptance must be communicated to the
offeror
11


Silence does not amount to acceptance

Offeror cannot force acceptance upon the
offeree

Question 2
Vietnamese Co

British Co

Negotiated in England

12

12


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?

13

13







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

14

14









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
15

See art.20-2 CISG 80
Offeree
15


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
16

16


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
17

17


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
18

18


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