国际商法复习重点整理考试题型：选择题10*2=20判断题10*1=10名词解释5*5=25简答题3*6=18案例分析6*2=12论述151.Legal system（两种法律体系的区别和特点）Civil law system:1)statutory law,based on a comprehensive code2)France,Germany,Switzerland etc3)emphasize the importance of written law4)case has no legal validityCommon law system:1)derived from custom,usage and court decision or court -established law2)England,USA,Canada etc3)evolves through case precedent,binding the later2．Incoterms2000(the International Rules for the Interpretation of Trade Te rms revised in2000by International Chamber of Commerce)UCP600(the Uniform Customs and Practice for Commercial Documentary Credits revised in2007by International Chamber of Commerce)（了结）3.Legal Characteristics of corporation:（1）Ownership of Property（2）Independent legal personality/status（3）Centralized management（4）Limited Liability:shareholders share limited liability to the extent of capital contribution4.Classification of Corporation(比较和区别这两种公司)(1)Corporation with Limited Liabilitya.the number of shareholders confined by law and regulationb.stocks not issued and could not be freely transferred(Transfer of stocks be strictly restricted.Under the same condition,othe r shareholders ownc.priority in buying this stock.Thus,the relationship between shareholder s is much stable)shareholders assume limited liability to corporationd.evident characteristic of personal closure(2)Corporation Limited by Sharesa.the number of shareholders not limited,usually multitudinousb.the total capital divided into equal stockc.stock be publicly issued and could be freely transferred according lawd.the right of ownership and that of operation be separatee.the scale is much bigger than that of corporation with limited liability5.（比较子公司和分公司区别）Subsidiary:(1)legal person;(2)independently assume civil responsibility,although be controlled somewh at by parent corporation.Branch:(1)with no legal person status;(2)its civil responsibility be assumed by the home corporation(最主要的区别：子公司是独立的法人，分公司不是独立法人)6．Merger：（）比较吸收合并和新设合并的区别（1）merger by amalgamation（吸收合并）When a corporation has another corporation amalgamated with it,it is merger by amalgamation,and the amalgamated corporation shall be dissolved（2）merger by new establishment（新设合并）When two or more corporations merge to establish a new corporation,it is me rger for new establishment,and all parties being merged shall be dissolved（when corporations merge,the claims and debts of all the parties to the me rger shall be succeeded to by the corporation that continues to exist after the merger or by the newly established corporation.）7．Applicability of CISG（1）The contract is for the commercial sale of goods;（2）It is between parties whose places of business are in different States (nationality or citizenship of individuals is not a determining factor);8．Reservation（中国对CISG做的两项保留）a.the reservation towards the applicable scope of CISG:China agrees that CISG shall be limitedly applied to a contract of sale ente red into by and between the parties whose business premises are located in t he contracting States of CISG,don’t agree to expand the applicable scope o f CISG in accordance with the conflict rules;b.the reservation towards the form of a contract.9.Structure and Scope of PICCEach article is accompanied by(1)comments and where appropriate by(2)factu al illustrations intended to explain the reasons for the black letter rule a nd the different ways in which it may operate in practice.10．Contractual Capacity（1）Common Lawthere are three classes of persons who are not considered to have sufficient capacity to be bound by the contract:a.Minors(typically under18)b.Mentally Impaired or Incompetent Personsc.Drunk Persons(2)ChinaThere are three classes of capacity:a.Full capacity(age18or above,adult)b.Limited capacity(a minor aged10or above;a mentally ill person who is unable to fully account for his own conduct)c.No capacity(a minor under the age10;a mentally ill person who is unabl e to account for his own conduct)(判断：minor都是限制行为人。

错)11.OfferAn Offer is a statement by one party to another indicating an intention to e nter into a contract on specified terms.China Contract Law define that an offer is an intent indication showing the desire to enter into a contract with others12.Withdrawal and Revocation of Offer（区分撤消和撤回）Before an offer becomes effective,the offeror can withdraw the offer;After an offer becomes effective,the offeror can revoke the offer.13．CISG和我国合同法的对比（不可撤消情形）CISGa.if it indicates,whether by stating a fixed time for acceptance or otherw ise that it is irrevocable;orb.if it was reasonable for the offeree to rely on the offer as being irrevo cable and the offeree has acted in reliance on the offer.China Contract Lawa)the offeror has specified a time limit for the acceptance or has explicit ly indicated in any other manner the irrevocability of the offer;b)there a re grounds for the offeree to maintain the irrevocability of the offer and t he offeree has made preparations for the fulfillment of the contract.14.Requirements of Acceptancea.An acceptance must be made by the offeree;b.An acceptance must be communicated to the offeror or his agent;c.An acceptance must be made within the period of validity(late acceptance is a counteroffer)d.An acceptance must match the terms of the offer exactly and unequivocally15.ConsiderationConsideration is one of the three elements of contract formation in common l aw.It is some benefit received by a party who gives a promise or performs a n act,or some detriment suffered by a party who receives a promise.In anot her word,consideration is what is actually given or accepted in return for a promise16.了解哪种法律使用哪种主义a.Under the common law system,a contract is formed when the acceptance is dispatched by the offeree.The time of dispatch is the time the letter is pu t into the hands of the postal authorities,which is known as“Mail-box rul e”.（投邮主义）b.Under most civil law states,the Receipt theory is used。