International Trade Law Feb 27- Jun27, 2013 Instructed by Miss Wei Xuezhi Wei Xuezhi, the lecturer from teach and research section of international law, contacting her : by phone : by

Chapter 1. International Sale of Goods Definition of Contract? Classification of Contract Essential Elements of a Valid Contract Sources of Rules Governing International Sale of Goods

Warm-up Questions: In your opinion, what is a contract? Contract may be made for different purposes. Name one. Do you think a gambling contract will be enforced by court? What legislation governs contacts for sale of goods between private parties in China?

What is Contract? It is “an agreement between two or more parties which creates an obligation to do or not to do a particular thing, and which is enforceable in law.” -----Black’s Law Dictionary

Under common law, The Restatement (second) of Contracts of the United States defines Contract as “ a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty”.

Under civil law, The nature of contract is a “meeting of minds” or “mutual assent”. eg. French Civil Code provides: “Contract is a mutual assent with which one person or more is obliged to give a thing, to do or not to do a thing to one person or more persons”.

Contract Law of the PRC defines “ a contract is an agreement establishing, altering, or discharging a relationship of civil rights and obligations between natural persons, legal persons or other organizations with equal standing.”

“Contract”=“Agreement”? The answer is,on most occasions, they are synonyms. Exceptions: 1. Memorandum-whether words or actions clearly indicated their intention to be bound. 2. Letter of Intent-whether parties show their attention.

Classification of Contract Due to different purposes, sales contracts, employment contracts, leasing contracts, construction contracts, agency contracts, warehousing contracts, brokerage agreements, licensing agreements for transfer of technology, contracts for carriage and transportation of people and cargo

As for the form of contract, there are 1. written contract- tangible form, written contract, letter or electronic message including telegram, telex, facsimile, electronic data exchange and electronic mail 2. oral contract

Considering the different legal consequences, Contract Valid Contract may be enforced by law Void Contract have no legal effect Voidable Contract one party may at his option either enforce or not enforce.

Causes of Void Contract a contract by fraud or duress and Interests are harmed A contract by collusion in bad faith, State interests are harmed A contract with illegal Purpose under Guise of a Legitimate transaction A contract against public interests

Circumstances for a Voidable Contract Due to a material mistake Grossly Unconscionable at The time of its conclusion By fraud, duress, Or hardship

In the view of allocation of rights and obligations, Bilateral contracts consists of an exchange of promises * “quasi-contract” cannot be invoked by the party who has conferred a benefit on someone’s misconduct or negligence. Unilateral contracts refers to only one party promises to undertake a performance, and other party is free to act.

Essential Elements of a Valid Contract under civil law A valid contract Parties must have Legal capacity to contract MinorsMental incompetents Mutual assent by Offer and acceptance Must not be illegal or contrary to public policy

Essential elements under common law A valid contract has consideration if “legal detriment” Required- promisee “Bargain” Requirement -promisor