Chapter 4 Contract Law
• 2. Basic concepts and focuses:
– What constitutes a breach of contract: definition of breach, anticipatory breach (anticipatory repudiation, anticipatory repudiation by conduct) – Remedies for breach of contract: 4 sorts---damages (compensatory damages, nominal damages, punitive damages), rescission (a material breach, who has the right to rescind, alternative remedies, restitution), specific performance, injunction – Contract provisions affecting remedies and damages: liquidated damages (two requirements), limitation of liability clauses
Chapter 4 Contract Law
• Basic concepts and focuses:
– Requirements of an offer: contractual intention (invitation to negotiate/ invitation of offer), definiteness (definite and certain, material terms, minor details can be left, unimportant vague details ignored, exception to definiteness), communication of offer to offeree.
3.The essential elements of a binidng contractual agreement: • (a) offer(要约) • (b) acceptance（承诺） • (c) consideration（对价） • (d) capacity (订立合同的能力） • (e) intention to creat legal relations(创立 合同关系的意图）
Section A Formation of Contracts
• (a) knowledge and motive • (b) form of acuct) • (c) communication of acceptance • (d) content of acceptance corresponds with the original offer
Section A Formation of Contracts
• 3. consideration (对价)
---consideration is an act or forbearance of one party, or the promise thereof, is the price for which the promise of the other is bought, and the promise thus given for value is enforceable.
Chapter 4 Contract Law
• Section B: Breach of Contract and
Remedies • 1. Main Contents: • The definition of a breach of contract • Remedies for breach of contract: what can be done when a contract is broken.
Chapter 4 Contract Law
– Termination of offer: revocation of offer by offeror (the communication of revocation, the general rule as to the revocability of offer, a firm offer), counteroffer by offeree, rejection of offer by offeree, lapse of time, death or disability of either party.
Section A Formation of Contracts
• Types of consideration: (a)Executory consideration(待履行的对价） (b) Executed consideration(已履行的对价） (c) Past consideration(过去的对价）
Section A Formation of Contracts
• (1) offer
-- An offer is a promise, which is capable of acceptance, to be bound on particular terms. -- An offer differs from: (a) a mere statement of intention (b) a mere supply of information (c) an invitation of offer(要约引诱）
offeror. An offer shall not be altered or withdrawn. (continental law system) (b) In general, the offeror is not bound by the offer unless it is signed and sealed. (common law system) (c) An offer is revocable. But the offeror is liable for the damages caused by the revocation.
Section A Formation of Contracts
(d) According to the provisions contained in the CISG, an offer is revocable if the notice of revocation arrives earlier than or at the same with the offer. (exception: a firm offer, the offeree is justified in believing it is an hard offer) (CISG)
Section A Formation of Contracts
• -- What are the requirements for an offer? (a)Clear expression of contractual intention (b) definite content to be contained in a
Section A Formation of Contracts
• --When does an acceptance become
legally effective? (a)Mail-box rule (common law system)(投邮 主义） (b) Received letter of acceptance (continental law system) (到达主义） (c) Received letter of acceptance (CISG)
contract (c) successful communication to the offeree
Section A Formation of Contracts
• --legal effect of an offer (a) In general, an offer has binding effect on the
Chapter 4 Contract Law
– Acceptance of offer: the nature of acceptance (principle of mirror), effect of acceptance, who may accept, the manner of acceptance, communication of acceptance, what constitute an effective offer? – What are the differences between the provisions in US and in Chinese law as to the revocability of offers and acceptance by mail?
Section A Formation of Contracts
2.Basic Principles of Contract Law a. Autonomy b. Good faith and honesty c. Fairness d. Legitimacy
Section A Formation of Contracts
Section A Formation of Contracts
1. Definition of Contract • a. An agreement between two or more parties, especially one that is written and enforceable by law. • b. The writing or document containing such an agreement.