What is a contract HỌC LUẬT BẰNG ÀNH NGỮ

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

What is a Contract

• 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 _

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

• 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

2. Capacity

3. Legality

4. 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

contract

Offer may lapse due

to passing of time

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 Offeree’s counter offer

Reply with any changes

Clarification of the terms

Acceptance of the Offer

Silence does not amount to acceptance

Offeror cannot force acceptance upon the

offeree

Question 2

Vietnamese Co British Co

Negotiated in England

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?

• 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

Case

22/4/1992 See art.20-2 CISG 80

Offereropen until 16.30 16 th May 92

16.30 16/5/92 Next Mon, acceptance fax Sunday no acceptance arrived at 23.00on 16/5

No Contract Contract

Sources of contract Law

What is a Contract

Vienna Convention 1980

Essential Elements Of A Valid Contract

Making Contract

Withdraw / Revoke the Offer

The Fate of the Offer

Offer ≠ Invitation To Treat

Offer

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