Contract Law

Click here to load reader

  • date post

    28-Dec-2015
  • Category

    Documents

  • view

    66
  • download

    1

Embed Size (px)

description

It very interesting

Transcript of Contract Law

  • THE LAW OF CONTRACTS

    Vu Van Ngoc, PhD

    ngocvv@neu.edu.vn

  • Outlines

    Formation of contract

    Content of contracts

    Means of securing obligations

    Breach of contract and

    consequences

    Non-contractual obligations

  • Formation of contract

    Define a contract

    Distinguish a contract from other

    forms of communication, including

    advertisements and supply of

    information

  • Define a contract

    A civil contract is an agreement

    between the parties to establish,

    modify or terminate civil rights

    and/or obligations.

  • Form of contract

    Contract can be made in any forms: orally, in writing or by specific acts (Art. 401 CC 2005 (1), Art. 24, 74 Law on Commerce 2005)

    In cases where it is provided for by law that a contract must be expressed in writing with notarization or authentication, must be registered or permitted, such provisions shall be complied with (Art. 401 CC 2005 (2),.

    Ordinance on Economic Contract 1989: An economic contract must be made in writing or exchange of documents.

  • Formation of contract

    Offer

    Acceptance

  • Offering to enter into civil contracts (Art.

    390, CC 2005)

    1. Offering to enter into a contract means the expression of the intention to enter into the contract and to be bound on this offer of the offering party to the other specified party.

    2. In cases where the offer to enter into a contract clearly state the time limit for reply and the offeror enters into the contract with a third party within such time limit, he/she/it must pay compensation for damage to the offeree and must not enter into the contract if damage is caused.

  • An invitation to treat

    An offer should be distinguished

    with an invitation to treat

    An invitation to treat is an indication

    that someone is prepared to receive

    offers with the view to forming a

    binding contract. Not an offer!

    Four types:

    Advertisements

    Auction sales

    Exhibition of goods for sale

    An invitation for tenders

  • Partridge v Crittenden (1968) 2 All

    ER 421

    The defendant placed an advert in a classified

    section of a magazine offering some bramble finches for sale. S.6 of the Protection of Birds Act 1954 made it an offence to offer such birds for sale. He was charged and convicted of the offence and appealed against his conviction. Held: The defendant's conviction was quashed. The advert was an invitation to treat not an offer. The literal rule of statutory interpretation was applied.

  • Spencer v Harding Law Rep. 5 C.

    P. 561

    The defendants advertised a sale by tender of the stock in trade

    belonging Eilbeck & co. The advertisement specified where the goods could be viewed, the time of opening for tenders and that the goods must be paid for in cash. No reserve was stated. The claimant submitted the highest tender but the defendant refused to sell to him. Held: Unless the advertisement specifies that the highest tender would be accepted there was no obligation to sell to the person submitting the highest tender. The advert amounted to an invitation to treat, the tender was an offer, the defendant could choose whether to accept the offer or not.

  • Time when an offer to enter into a civil contract

    takes effect (Art. 391, CC 2005) (1)

    1. The time when an offer to enter into a civil

    contract takes effect shall be determined as

    follows:

    a/ It is fixed by the offeror;

    b/ If the offeror does not fix such time, the offer

    to enter into a civil contract shall take effect

    from the time the offeree receives such offer.

  • Time when an offer to enter into a civil contract

    takes effect (Art. 391, CC 2005) (2)

    2. An offer to enter into a contract shall be considered having already been received in the following cases:

    a/ The offer is transferred to the place of residence, if the offeree is an individual; to the headquarters, if the offeree is a legal person;

    b/ The offer is introduced into the official information system of the offeree;

    c/ When the offeree knew the offer to enter into the contract by another mode.

  • Modification, revocation of offers to enter into civil

    contracts (Art. 392, CC 2005) (1)

    1. The offeror may modify or revoke his/her offer to

    enter into a contract in the following cases:

    a/ If the offeree receives the notice on modification

    or revocation of offer before or simultaneously

    with the time of receiving the offer;

    b/ The conditions for modification or revocation of

    the offer arise in cases where the offeror has

    clearly stated the eligibility for modification or

    revocation of the offer when such conditions arise.

  • Modification, revocation of offers to enter into civil

    contracts (Art. 392, CC 2005) (2)

    2. When the offeror changes the contents of the

    offer, such offer shall be considered a new

    offer.

  • Cancellation of offers to enter into

    contracts (Art. 393, CC 2005)

    Where the offeror exercises the right to cancel

    the offer as such right has been clearly stated

    in the offer, he/she/it must notify the offeree

    thereof and such notification shall take effect

    only when it is received by the offeree before

    the offeree replies to accept the offer to enter

    into the contract.

  • Termination of offers to enter into

    contracts (Art. 394, CC 2005)

    An offer to enter into a contract shall terminate in the

    following cases:

    1. The offeree replies not to accept the offer;

    2. The time limit for reply of acceptance has expired.

    3. When the notice on modification or revocation of the

    offer takes effect;

    4. When the notice on cancellation of the offer takes effect;

    5. It is so agreed upon by the offeror and the offeree within

    the time limit for reply by the offeree.

  • Offer modification proposed by the

    offeree (Art. 395, CC 2005)

    When the offeree accepts to enter into a

    contract but states the conditions therefor or

    modifies the offer, he/she/it shall be

    considered having made a new offer.

  • Offerees options upon receiving an offer

    A (Offeror) B (Offeree)

    B may: Accept As offer Reject the offer Make a counter-offer Remain silent

  • Acceptance of offers to enter into contracts (Art. 396, CC 2005)

    Is the offerees reply to the offeror on the acceptance of the whole

    content of the offer.

  • Time limit for reply of acceptance of an offer to

    enter into a contract (Art. 397, CC 2005) (1)

    1. When the offeror fixes a time limit for reply,

    the reply of acceptance shall be effective only

    when it is made within that time limit; if the

    offeror receives the reply when the time limit

    for reply has expired, the acceptance shall be

    considered a new offer of the party late in

    replying.

  • Time limit for reply of acceptance of an offer to

    enter into a contract (Art. 397, CC 2005) (2)

    In cases where the notice on acceptance of an

    offer to enter into a contract arrives late for

    objective reasons which the offeror knew or

    would have known, such notice on acceptance

    of the offer to enter into the contract remains

    effective, except for cases where the offeror

    immediately replies not to agree with such

    acceptance of the offeree.

  • Time limit for reply of acceptance of an offer to

    enter into a contract (Art. 397, CC 2005) (3)

    2. When the parties are in direct contact,

    including contacts via telephone or other

    means, the offeree must immediately reply

    whether to accept the offer or not, except for

    cases where there in an agreement on the

    time limit for reply.

  • Revocation of notice on acceptance to enter into

    contracts (Art. 400, CC 2005)

    The offeree may revoke his/her notice on

    acceptance to enter into a contract if such

    notice arrives before or simultaneously with

    the time the offeror receives the reply of

    acceptance.

  • Content of contracts

    Explain the essential elements of a

    contract.

    Distinguish between the types of

    contract set out in the Civil Code

    2005

  • Terms of the contract (Art. 402 CC 2005)

    The object of the contract, which is a

    property to be delivered or a task to be

    performed or not to be performed;

    Quantity and quality;

    Price and mode of payment;

    Time limit, place, and mode of

    performing the contract;

    Rights and obligations of the parties;

    Liability for breach of the contract;

    Sanction against breach of contract;

    Other contents.

  • Distinguish between the types of contract

    set out in the Civil Code (1)

    Contracts shall have the following main types:

    Bilateral contract, which is a contract under

    which a party has the obligation to the

    other;

    Unilateral contract, which is a contract

    under which only one party has the

    obligation;

    Principal contract, which is a contract the

    effect of which does not depend on the

    auxiliary contract;

  • Distinguish between the types of contract

    set out in the Civil Code (2)

    Auxi