国际商法 Part 3 Contract Law 合同法PPT课件.pptx

Section III Contract law for the International Sale of GoodsMajor Issues to Be CoveredDefinition and Form of ContractValidity and Formation of ContractContents of a ContractBreach of Contract and RemediesPart IFormation and Validity of ContractsI Definition and Form of Contract1. Definition of Contract合同/协议A) American Law : “A promise or a set of promises, for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.”B) China’s Contract Law: “A contract is an agreement establishing, modifying and terminating the civil rights and obligations between natural persons, legal persons or other organizations.”本法所称合同是平等主体的自然人、法人、其他组织之间设立、变更、终止民事权利义务关系的协议。“The written form shall be adopted if laws or administrative regulations so require. The written form shall be adopted if the parties so agree.”法律、行政法规规定采用书面形式的，应当采用书面形式。当事人约定采用书面形式的，应当采用书面形式。II. Validity and Formation of Contract1. Essential elements of a valid contracta) an agreement between parties (offer and acceptance).协议=要约+承诺b) legally sufficient consideration （对价）c) legal capacity缔约能力d) not for illegal purpose/contrary to public policy.e) intention to create legal relations2. Offer 要约1) the concept of offerAn offer is a proposal by one person to another indicating an intention to enter into a contract under specified terms.The Second Restatement of Contracts: “ An offer is a manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.”2) Requirements of Offera) An offer must be addressed to one or more specific persons.b) an offer must be sufficiently definite and indicates the intention of the offeror to be bound. (Definiteness: description of goods, expressly or implicitly specifies the quantity and price etc.)3) Lapse of Offer要约的失效a) On the death either of the offeror or the offeree before acceptance.b) By non-acceptance within the time prescribed for