Exercise international business law CISG

Mid term test IBL Module International Business Law Exercise 1 a Mr Nam, a seller in Vietnam had established its own website to offer for sale various antique products over the internet One of the pro.

Module: International Business Law

Exercise 1.

a Mr.Nam, a seller in Vietnam had established its own website to offerfor sale various antique products over the internet One of the productsoffered was antique book which normally retailed at USD 288.However, due to an error committed by his employee, the price of thebook was altered to USD 88 on the website Mr.Alvin was the owner

of a shop in Singapore that sold antiques He came to know of thebook’s extraordinarily low price offered by the seller and placedorders through the internet for 200 copies The transaction online tookplace in the following manner: every time an order was placed by abuyer after filling up the requisite form, which included the furnishing

of a valid credit card account, it would be followed by an automatedreply from the seller that the transaction was successful

b Mr.Nam’s antiques were stolen He placed a notice on an antiquemagazine saying that he would pay USD 2500 for an exceptional Handynasty tomb pottery horse antique with authenticity certificate Thebeautiful horse measures approximately 22 inches in height.Mr.Nguyen saw the notice in the magazine and he had a Han dynastyantique Nguyen had tried to make a new proposal in asking the sellerwhether a tomb pottery camel would do Nam placed anotheradvertisement in the newspaper offering a reward for the return stolenantiques and decided that it was better off spending that money onreplacing the item Advise Mr.Nam

You are required to analyse the scenario from the perspective of the law ofcontract

Apply the rules of offer and acceptance in a given scenario

Questions:

(i) Explain whether the mode of the online transaction described in

the case constitutes a valid contract between the parties.

Applicable law: Art 14.2 CISG, Art 15.1 CISG, and Art 18.1 CISG.

In this case, the website has offered for sale various antique products overthe internet, including an antique book whose price was altered to USD 88

on the website This is regareded as an invitation to make offers and when itreaches the buyer, it becomes an offer When the buyers fill up the requisiteform, it means that they have accepted the offer by conducting actions.

Consequently, the mode of the online transaction described in the caseconstitutes a valid contract between the parties

(ii) State whether Mr.Nam can successfully defend its case against

Alvin.

Applicable law: Art 126.1 Civil Code 2015

According to Art 126.1 CC, in case a civil transaction was entered into bymistake causing one or both parties fail to obtain their objectives, such asthis, the mistaken party has the right to request the Court to declare the civiltransaction invalid

Therefore, Mr Nam can defend the case by applying Art 126.1 as he was themistaken party in this case

(iii) Examine the question of whether Mr.Nam's proposal in case (b) is

an offer and could lead to a contract.

Applicable law: Art 386 Civil Code 2015, Art 14.2 CISG, and Art 15.1 CISG

Art 386 CC stated that the offer to enter into a contract means a clear expression by the offeror of its intention to enter into a contract and to be

bound by such offer made to another specific party or the public

According to Art 386 CC 2015, Mr Nam’s proposal was clear enough toconsider as an offer as it has shown Mr.Nam’s objectives to “pay USD 2500for an exceptional 22 inches in height Han dynasty tomb pottery horseantique with authenticity certificate” and his intention to enter in thecontract However, this proposal was published on an antique magazine andsent to all the readers of the magazine

Applying the Art 14.2, the proposal could only be considered as aninvitation to offer as it addressed more than one specific persons In addition,

if there is a willing seller who accepts Mr Nam’s proposal, then a contractcan be concluded according to Art 15.1 CISG

(iv) Could the proposal be regarded as an invitation to treat?

Applicale law: Art 14.2 CISG, Art 14.1 CISG

In the case of Mr Nam, he placed a notice on an antique magazine as aninvitation to make offer for one and more specific persons who could pay for

a Han dynasty tomb pottery horse antique As a result, the proposal of Mr.Nam could be regarded as an invitation to treat

In the case of Mr Nguyen, he tried to make a new proposal in asking theseller whether a tomb pottery camel would do Mr Nguyen The proposalwas not clear as there are no specifications regarding the price to makepossible offer with Mr Nam The proposal of Mr Nguyen would then beregarded as an invitation to treat

(v) Was a contract made between Mr.Nam and Mr Nguyen?

Applicable law: Art 18.1 CISG

In this case, Mr Nam made an offer as he placed a notice on an antiquemagazine saying that he would pay USD 2500 for an exceptional Handynasty tomb pottery horse antique with authenticity certificate Mr Nguyenrejected this offer since he had tried to make a

new offer in asking Mr Nam whether a tomb pottery camel would do.Accordingly, Mr Nam remained silent and conducted no actions to beconsidered acceptance

Consequently, there was no contract made between Mr Nam and Mr.Nguyen

(vi) Could Nam withdraw his offer to buy an exceptional Han dynasty

tomb pottery horse antique for USD 2500?

Applicable law: Art 17 CISG

As explained in question (iii), Nam’s proposal is merely an invitation foroffers addressed to many specific persons Due to which, he could not make

an withdrawal to each and every person who has read the magazine.However, he could make an rejection to any potential willing selleraccording to the Art 17 CISG

Exercise 2.

A seller in Hanoi and a Buyer in Ho Chi Minh city entered into the sale ofyarn; however, the quality of the yarn was poor and did not comply withthe description in the contract.

a The buyer reprocessed the yarn for the cost of X VND

b During the time for reprocessing the yarn, the working capacity of thefactory was reduced due to shortage of the yarn This led to the loss of

profit for Y VND

c The buyer was late in delivery the textile fabric to its customer, getting

a penalty for Z

VND

d The buyer was late in paying the wages to its workers They carried

out a strike, causing the loss of T VND

Questions: Which losses can be recoverable?

All the losses cannot be recoverable

Applicable Law:

● Art 18.1 CISG: “A statement made by or other conduct of the offeree

indicating assent to an offer is an acceptance.”

The buyer had accepted the yarn supplied by the seller in Hanoi as hereprocessed the yarn, instead of making a claim to the seller in Hanoi that theyarn was not up to specifications written in the contract His behavior is nowconsidered acceptance of conduct, therefore, he could not make a claim andrecover the X amount

Applicable law:

● Art 302 of Commercial Law 2005: “The value of damages covers

the value of the material and direct loss suffered by the aggrievedparty due to the breach of the breaching party and the direct profitwhich the aggrieved party would have earned if such breach had notbeen committed”

● Art.74 of CISG: “Damages for breach of contract by one party consist

of a sum equal to the loss, including loss of profit, suffered by theother party as a consequence of the breach”

As for the Y, Z, T amount, these are consequential losses due to the shortage

of yarn which is not caused by the sale contract of yarn between the sellerand the buyer On the other hand, it was due to the fact that quantity ordered

by the buyer did not suffice the quantity needed for the latter production

→ Therefore, the buyer could not make any claim and recover any losses

(ii) State whether Mr.Nam can successfully defend its case against Alvin

• Mr.Nam can defend his case against Mr.Alvin, because according toArticle 126 of CC15: "the mistaken party shall have the right to request acourt to declare such transaction invalid”

• Mr.Nam can revoke the acceptance but he will have to compensateMr.Alvin for property and moral damage

(iv) Could the proposal be regarded as an invitation to treat?

• No because a proposal means that a party is willing to offer withlegally bound - contract, in this case Mr Nguyen make a counter-offer for

Mr Nam as if his camel pottery can be replace the horse pottery that Mr.Nam wanted

(v) Was a contract made between Mr.Nam and Mr Nguyen?

• No because Mr.Nguyen does not accept the whole contents of the offerfrom Mr.Nam Instead, he gave a counter-offer to Mr.Nam and Mr.Namsilently gave no response, this does not sufficient to constitute an acceptance,

so a contract was not made between Mr.Nam and Mr.Nguyen

A seller in Hanoi and a Buyer in Ho Chi Minh city entered into the sale ofyarn; however, the quality of the yarn was poor and did not comply with thedescription in the contract

a The buyer reprocessed the yarn for the cost of X VND

b During the time for reprocessing the yarn, the working capacity of thefactory was reduced due to shortage of the yarn This led to the loss of profitfor Y VND

c The buyer was late in delivery the textile fabric to its customer, getting

a penalty for

Z VND

d The buyer was late in paying the wages to its workers They carried out astrike, causing the loss of T VND

Questions: Which losses can be recoverable?

According to Article 74 CISG, damage for breach of contract by one partyconsists of a sum equal to the loss, including loss of profit, suffered by theother party as a consequence of the breach

Also, Recoverable Loss means any Losses arising out of any single act,omission, event or circumstance (or series of related acts, omissions, events

or circumstances) And, if such Losses are incurred, the entire amount ofsuch Losses shall be a Recoverable Loss

• The seller should have been aware of the circumstance or if the buyerhad informed the seller that they would resale the textile fabric to anotherclient And, if they were late, they would have had to pay a penalty and thebuyer would have had documentation, which would have resulted in a directloss

• The buyer was late in paying the wages to its workers They carriedout a strike, causing the loss of T VND => indirect, cannot pay wages doesnot connect with the contract

=> Even when law does not mention, we still have to identify and examinethe direct or indirect loss with evident proof

=> Conclusion: can claim X (+Z if buyer can prove), cannot claim Y and T

1

(i) Yes, because the transaction meets the 4 essential requirements toformulate a valid contract:

• Capacity of the parties to set up a contract:

o Civil legal capacity: The 2 persons in the transaction are establishedbusinessmen so they obviously qualify for any civil legal activities

• Content of contract:

o The requisite form has the necessary information as well as regulationsfor the transaction to occur

• Form of contract o In writing

• Principle of complete voluntariness o Mr Alvin accepted the invitation

to treat which makes him the offeror and Mr Nam automatically the offereeand accepts the offer (he’s the one who listed the product for sale at thatprice)

(ii) In my opinion, Mr Nam will not be able to defend his case against Mr.Alvin because although Article 126 of CC15 states that: Invalidity of civiltransactions due to misunderstandings: “If there is a misunderstanding in acivil transaction that makes a party or the parties fail to meet the objectives

of the transaction establishment, the mistaken party shall have the right torequest a court to declare such transaction invalid.”, Mr Nam’s mistakeaffects neither party’s ability to carry out their obligations Therefore, it willhave no effect on the agreement

(iii) Mr Nam’s proposal in case (b) is not an offer as an offer to enter into

a contract means a clear expression by the offeror of his or her intentionmade to another specific party to enter into a contract and to be bound incase of acceptance and in this specific situation, Mr Nam is just naming theprice that he’s willing to pay for such item (Article 14 CISG 1980)

(iv) An invitation to treat means that one party is willing to invite an offer.

It can also be viewed as an invitation to negotiate but is not, itself, an offer asthere is no immediate intention to legally bound Therefore, Mr Nam’sproposal can be considered an invitation to treat

(v) Acccording to Art 18.1: “A statement made by or other conduct of theofferee indicating assent to an offer is an acceptance Silence or inactivitydoes not in itself amount to acceptance” In this situation, Mr Nam put up anotice in an antiques publication offering to pay USD 2500 for a rare antiqueHan dynasty tomb pottery horse with an authenticity certificate Mr Nguyenattempted to make a new offer by asking Mr Nam if a tomb pottery camelwould do However, it is not specified whether Mr Nam said anything ortook any actions that could be interpreted as acceptance As a result, Mr.Nam and Mr Nguyen did not sign a contract

(vi) Yes, because Mr Nam isn’t bound by any offer

2

According to Clause 2 Article 302 of Commercial Law 2005, “the value ofdamages for loss shall comprise the value of the actual and direct loss whichthe aggrieved party has had to bear due to the defaulting party plus the [lossof] direct profits which the aggrieved party would have earned in the absence

of such breach” Because the quality of the yarn was poor and did notcomply with the description in the contract, the buyer had to reprocess theyarn which was done for X VND, so it is a physical and direct loss Theseller has to pay for this loss As a result, the loss is recoverable

Because the buyer reprocesses the yarn based on the quantity of yarnprovided by the seller The seller has to provide the quantity of yarn thatcomplies with the description in the contract and therefore he has to takeresponsibility for the shortage of the yarn, which led to the reduction in theworking capacity of the factory and the loss of profit for Y VND According

to Article 74 of CISG, “Damages for breach of contract by one party consist

of a sum equal to the loss, including loss of profit, suffered by the other party

as a consequence of the breach” So, the loss isn’t recoverable

During the time for the reprocessing, the buyer was late in delivering thetextile fabric, this is the direct fault of the seller and the buyer is notresponsible, so the buyer has to pay for the penalty, this loss is indirect As aresult, the loss is recoverable

The buyer was late in paying the wages to its workers, this is the direct fault

of the seller and the buyer is not responsible, so the buyer has to pay for theloss, this loss is indirect So, the loss isn’t recoverable

(i) The mode of the online transaction described in the case doesn’tconstitute a valid contract between the parties

The good is sold between Vietnam and Singapore so this is an internationalsales of goods

Both Vietnam and Singapore are member of CISG According to Clause 1.aArticle 1 of the CISG: “This Convention applies to contracts of sale of goodsbetween parties whose places of business are in different States when theStates are Contracting States.”

Therefore, the source of law for this case will be the CISG

According to the Article 11 of the CISG “A contract of sale need not beconcluded in or evidenced by writing and is not subject to any otherrequirement as to form It may be proved by any means, includingwitnesses.”, moreover, the according to Clause 2, Article 24 of VietnamCommercial Law (2005), relating to the form of contracts for purchase andsale of goods states “For types of contracts for purchase and sale of goods,which, as provided for by law, must be made in writing, such provisionsmust be complied with” However, in the case of online transaction, theprocedure doesn’t consist of a written contract, the form of contract throughonline transaction is by conduct (the buyer fills in form and credit cardnumber), which is not an excepted form of contract according to Vietnam’sCommercial Law Therefore, the mode of the online transaction described inthe case doesn’t constitute a valid contract between the parties

(ii) Mr Nam can successfully defend its case against Mr Alvin As nocontract is constituted, Mr Nam can claim that there was a mistake and he isalso not liable to sell the goods if he has not received the money he intendedsince there’s no contract to bound the liability of both parties

(iii) Mr Nam’s proposal in case (b) is an offer as it’s a clear expression bythe offeror (Mr Nam) of his intention (to pay “USD 2500 for an exceptionalHan dynasty tomb pottery horse antique with authenticity certificate” in the

first offer and to offer an reward for the return stolen antiques in the secondproposal) made to another specific party (anyone who has an exceptionalHan dynasty tomb pottery horse antique with authenticity certificate in thefirst proposal and anyone who has the stolen antiques in the second proposal)

to enter into a contract and to be bound in case of acceptance (the offeree isbound by the condition “to provide an exceptional Han dynasty tomb potteryhorse antique with authenticity certificate” in the first proposal and to returnthe exact stolen antiques in the second proposal)

(iv) The proposal couldn’t be regarded as an invitation to treat becauseMr.Nam’s proposal clearly state the specific points of his intention, showingthat he is willing to enter into the contract and no longer need furthernegotiation

HỌ VÀ TÊN: ĐINH KIỀU ANH MSV: 2012550003

(v) A contract was not made between Mr Nam and Mr Nguyen becausefor the first offer of Mr Nam, Mr Nguyen replied: “whether a tomb potterycamel would do” which is a modifications to Mr Nam’s offer

According to Clause 1, Article 19 of the CISG “A reply to an offer whichpurports to be an acceptance but contains additions, limitations or othermodifications is a rejection of the offer and constitutes a counter-offer”.Therefore, by replying with an offer of a different good, Mr Nguyen hasrejected Mr Nam’s first offer

Therefore, a contract was not made between Mr Nam and Mr Nguyen

(vi) Nam could withdraw his offer to buy an exceptional Han dynasty tombpottery horse antique for USD 2500, however, in the case with Mr Nguyen,

he could only revoke his offer to buy an exceptional Han dynasty tombpottery horse antique for USD 2500 According to Clause 2, Article 15 of theCISG “An offer, even if it is irrevocable, may be withdrawn if the

withdrawal reaches the offeree before or at the same time as the offer” In thecase of Mr Nam with other seller apart from Mr Nguyen, the offer has notyet reached any other seller, therefore, Mr Nam could withdraw his offer However, in the case of Mr Nguyen, since the offer has already reached Mr.Nguyen so Mr Nam can no longer withdraw his offer However, according

to Clause 1, Article 16 of the CISG “Until a contract is concluded, an offermay be revoked if the revocation reaches the offeree before he hasdispatched an acceptance.”

Therefore, if Mr Nam’s revocation before Mr Nguyen accept the offer than

Mr Nam can revoke his offer with Mr Nguyen

2, According to Article 32 of the Commercial Law 2005:

“The value of damages covers the value of the material and direct losssuffered by the aggrieved party due to the breach of the breaching party andthe direct profit which the

aggrieved party would have earned if such breach had not been committed”

- Z is not the direct loss because the seller is not liable for the delivery

of the textile, therefore s not recoverable

- T is not the direct loss because the seller already pay for thereprocessed of the yarn and this reprocessed doesn’t cause the late payment

of wage, therefore T is not recoverable

Questions 1:

(i) Explain whether the mode of the online transaction described in the case

constitutes a valid contract between the parties.

A valid contract constitutes two parties: Offer to enter into contracts andAcceptance of offers to enter into contracts

In this case, both Vietnam and Singapore are contracting members ofCISG, then the legal document applied will be the United NationsConvention on

Contracts for the International Sale of Goods 1980:

● Firstly, the validity of the contract will be investigated as follows: Under Article 14 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

“(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes

or makes provision for determining the quantity and the price.

In this case, these factors are satisfied:

- An offer must be made to a specific person or people: the offeror is

Mr Nam and the offeree is Mr Alvin

- A proposal is sufficiently definite the goods, which is an antique bookand the price is USD88

- The offer is effective when it reaches the offeree- Mr.Alvin

→ Then, the offer to enter into contracts is valid.

● Secondly, the validity of an acceptance into contracts is investigated as

follows:

-The first requirement is that the acceptance is unconditional

Under Article 19 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

“(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.

(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms

of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect.

If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.

(3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.”

In this case, the offeree has accepted the entire contents of the offer,including the price and quantities by ordering through the internet for 200copies Then, this requirement about unconditional acceptance is satisfied

- The second requirement is that acceptance must be received within thetime period specified in the offer.

According to Article 20 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

“(1) A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch

or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree”

In this case, the transactions are done online by automation reply, so the timefor reply requirement is satisfied Moreover, online transactions whichinclude a valid payment method are also an acceptance

→ In conclusion, there is a valid contract between the parties

(ii) State whether Mr.Nam can successfully defend its case against Alvin According to Article 23 of the United Nations Convention on Contracts for

the International Sale of Goods 1980: “A contract is concluded at the

moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention.”

As investigated in question (i), Mr Nam made an online transaction with MrAlvin , then the contract was established In this case, the online transactionbetween Mr Nam and Mr.Alvin takes place legally The contract between

Mr Nam and Mr.Alvin has become effective from the moment Mr Alvin

successfully transfered the money to Mr Nam through a valid credit cardaccount.

Moreover, it is Mr Nam's employee fault to alter the price from USD 288 toUSD

88, then Mr Nam has no rights to defend the case against Mr Alvin

In conclusion, Mr Nam can not defend his case against Mr Alvin

(iii) Examine the question of whether Mr.Nam's proposal in case (b) is

an offer

and could lead to a contract.

A valid contract constitutes two proponents: Offer to enter into contracts andAcceptance of offers to enter into contracts

In case (b), there are 2 proposals from Mr Nam

The first proposal is an exceptional Han dynasty tomb pottery horse antiquewith an authenticity certificate, which is worth USD 2500 In this proposal,there is a clear expression about:

- The good (a Han dynasty tomb pottery horse antique with 22 inches inheight)

- The price (USD 2500)

- The quality of the object (provided with an authenticity certificate)

According to Article 14.1 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

“(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance A proposal is

sufficiently definite if it indicates the goods and expressly or implicitly fixes

or makes provision for determining the quantity and the price.

Furthermore, according to Article 14.2 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

(2) A proposal other than one addressed to one or more specific persons is to

be considered merely as an invitation to make offers, unless the contrary isclearly indicated by the person making the proposal

Mr Nam posted the advertisement on an antique magazine, therefore theofferee here is a group of people - which is the reader of the antiquemagazine

→ Then, the requirement is satisfied and the first proposal is an offer.

The second proposal is the return of stolen antiques

According to Article 14.1, there is no clear expression about goods,

including the quantity, quality, and price of the goods

→ Then, the second proposal is an invitation to treat.

(iv) Could the proposal be regarded as an invitation to treat?

According to Article 14.2 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

(2) A proposal other than one addressed to one or more specific persons is to

be considered merely as an invitation to make offers, unless the contrary isclearly indicated by the person making the proposal

In this case, according to the second proposal by Mr Nam, the offeree here isnot

clearly stated by Mr Nam → Therefore it is not an offer here.

He made an advertisement in a magazine to find back the stolen antique.Therefore anyone holding the stolen antique can make an offer to Mr Nam tosell him the antique An advertisement is an invitation to treat because thesupplier is making representations (giving information) to potentialcustomers and inviting the customers to make offers to purchase the goods

→ Therefore, the second proposal to buy back the stolen antique here is an invitation to treat by Mr Nam.

(v) Was a contract made between Mr.Nam and Mr Nguyen?

According to (iii), Mr Nam's proposal of buying an exceptional Han dynasty

tomb pottery horse antique with an authenticity certificate, which is worthUSD 2500 is an offer

After that, Mr Nguyen proposed that he wanted to sell an antique: a tombpottery

camel Therefore it is a counter-offer here.

According to Article 18.1 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

(1) A statement made by or other conduct of the offeree indicating assent to

an offer is an acceptance Silence or inactivity does not in itself amount toacceptance

In this case there is a counter-offer from Mr Nguyen, however Mr Nam neverresponded that he would accept the offer or not and just published anotheradvertisement Therefore the counter-offer from Mr Nguyen is silenced

→ No contract made here between Mr Nam and Mr Nguyen.

(vi) Could Nam withdraw his offer to buy an exceptional Han dynasty tomb

pottery horse antique for USD 2500?

According to Article 15.2 of the United Nations Convention on Contracts for the International Sale of Goods 1980:

(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawalreaches the offeree before or at the same time as the offer

In this case, we can clearly see that the offer has reached its offeree here,resulting in Mr Nguyen seeing the advertisement and making a counter-offer

to Mr Nam

→ Therefore, Mr Nam can no longer withdraw the offer.

Question 2:

● Issue: The quality of the yarn was poor and did not comply with the

description in the contract

- Reprocessed the yarn for the cost: X-> Direct loss ( pay the cost to

remedy the defects in the yarn)

- Working capacity of the factory was reduced causing loss of profit:

Y-> Indirect loss (as the seller can not know about the buyer’s working

capacity of the factory)

- Penalty for late in delivery: Z -> Indirect loss

- Strike due to being late in paying the wages to its worker: T: cannot

be recoverable Because there is no connection between the loss T

and the breach of contract as T is caused by a strike due to the buyer

being late in paying the wages to its worker and there can be manyother elements that can cause this strike

● Applicable law (from different sources of law):

Article 419.2 of Civil Code 2015

The obligee may demand compensation for damage to its supposed benefits that will be enjoyed by the contract offer The obligee also may

request the obligor to pay the costs incurred due to its non-fulfillment ofcontractual obligations which do not overlap with the compensation fordamages for contractual benefits

Losses can be recoverable: X+Y+Z

Article 302.2 of Commercial Law 2005

The value of damages covers the value of the material and direct loss

suffered by the aggrieved party due to the breach of the breaching party and

the direct profit which the aggrieved party would have earned if such breach

had not been committed

Losses can be recoverable: X

Article 74 of CISG

Damages for breach of contract by one party consist of a sum equal to the

loss, including loss of profit, suffered by the other party as a consequence of

the breach Such damages may not exceed the loss which the party in breachforesaw or ought to have foreseen at the time of the conclusion of thecontract, in the light of the facts and matters of which he then knew or ought

to have known, as a possible consequence of the breach of contract

Losses can be recoverable: X+Y+Z

1 a Mr.Nam, a seller in Vietnam had established its own website to offer for salevarious antique products over the internet One of the products offered was an antiquebook which normally retailed at USD 288 However, due to an error committed by hisemployee, the price of the book was altered to USD 88 on the website Mr.Alvin wasthe owner of a shop in Singapore that sold antiques He came to know of the book’sextraordinarily low price offered by the seller and placed orders through the internetfor 200 copies The transaction online took place in the following manner: every time

an order was placed by a buyer after filling up the requisite form, which included thefurnishing of a valid credit card account, it would be followed by an automated replyfrom the seller that the transaction was successful

b.Mr.Nam’s antiques were stolen He placed a notice on an antique magazine sayingthat he would pay USD 2500 for an exceptional Han dynasty tomb pottery horseantique with an authenticity certificate The beautiful horse measures approximately 22inches in height Mr.Nguyen saw the notice in the magazine and he had a Han dynastyantique Nguyen had tried to make a new proposal by asking the seller whether a tombpottery camel would do Nam placed another advertisement in the newspaper offering

a reward for the return of stolen antiques and decided that it was better off spendingthat money on replacing the item Advise Mr.Nam

You are required to analyze the scenario from the perspective of the law of contract.Apply the rules of offer and acceptance in a given scenario

Questions:

(i) Explain whether the mode of the online transaction described in the case

constitutes a valid contract between the parties.

The online transaction in the case at hand was made between Mr Nam - a Vietnameseseller and Mr Alvin - a Singaporean This transaction was an international sale ofgoods

Since Vietnam and Singapore are contracting parties of CISG, such convention is

considered as the governing law in this international transaction under Article 1.1.a