International Contract Law

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International Contract Law (?)
1.forms of the contract for the international
sale of goods Form in contract means whether a
contract is made in writing or orally.
Traditionally, many countries have required that
a contract should be made in writing. Today,
however, many countries have changed their minds
and they have imposed no exact limits on the
forms of contract.
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International Contract Law (?)
?Article 11 of CISG (United Nations Convention on
Contracts for the International Sale of Goods)
A contract of sale need not to be concluded in
or evidenced by writing and is not subject to any
other requirements as to form. It may be proved
by any means, including witnesses.
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International Contract Law (?)
Article 10 of CLPRC (Contract Law of the
P.R.C.) The parties may, when making a
contract, use written form, verbal form or any
other form. The written form shall be
adopted if laws or administrative regulations so
required. The written form shall be adopted if
the parties so agree.
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International Contract Law (?)
So, there is no substantial differences between
the two stipulations. That is, as far as the form
of a contract is concerned, most countries have
adopted the principle of informality. It is up
to the parties choice.
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International Contract Law (?)
Stipulations in UCC. 2-201. Formal
Requirements  (1) Except as otherwise provided
in this section a contract for the sale of goods
for the price of 500 or more is not enforceable
by way of action or defense unless there is some
writing sufficient to indicate that a contract
for sale has been made between the parties and
signed by the party against whom enforcement is
sought or by his authorized agent or broker. 
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International Contract Law (?)
Stipulations in UCC. 2-201. Formal
Requirements  A writing is not
insufficient because it omits or incorrectly
states a term agreed upon but the contract is not
enforceable under this paragraph beyond the
quantity of goods shown in such writing.
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International Contract Law (?)
So, the followings are necessary (1). Written
form (2). Signature of the party against whom
enforcement is sought or by his authorized
agent or broker. (3). Quantity
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International Contract Law (?)
(3) A contract which does not satisfy the
requirements of subsection (1) but which is valid
in other respects is enforceable (a) if the
goods are to be specially manufactured for the
buyer and are not suitable for sale to others in
the ordinary course of the sellers business and
the seller, before notice of repudiation is
received and under circumstances which reasonably
indicate that the goods are for the buyer, has
made either a substantial beginning of their
manufacture or commitments for their
procurement  or
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International Contract Law (?)
(b) if the party against whom enforcement is
sought admits in his pleading, testimony or
otherwise in court that a contract for sale was
made, but the contract is not enforceable under
this provision beyond the quantity of good
admitted  or
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International Contract Law (?)
(c) with respect to goods for which payment has
been made and accepted or which have been
received and accepted.
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International Contract Law (?)
2. The execution of the contract for the
international sale of goods Contract is the
result of the meeting of minds of the parties,
meeting of minds, of course, is a bargaining
process. The two parties, upon the same target
matter, change their thoughts and then, there was
a agreement. So, during the bargaining process,
the parties adopted the form of offer and
acceptance.
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International Contract Law (?)
Article 13 of CLPRC The parties shall, in
making a contract, take the form of offer and
acceptance. 2.1 invitation for offer An
invitation for offer is an intent indication
showing the desire to receive offers from others.
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International Contract Law (?)
invitation for offer from buyer PLS QUOTE LOWEST
PRICE CFR SINGAPORE FOR 500 FLYING PIGEON BRAND
BICYCLES MAY SHIPMENT CABLE PROMPTLY
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International Contract Law (?)
invitation for offer from seller CAN SUPPLY
ALUMINIUM INGOT 99 PCT JULY SHIPMENT PLS CABLE IF
INTERFESTED
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International Contract Law (?)
2.2 Offer An "offer" is an intent indication
showing the desire to enter into a contract with
others. Example of an offer OFFER 5000
DOZEN SPORT SHIRT SAMPLED MARCH 15th USD 84.50
PER DOZEN CIF NEW YORK EXPORT STANDARD PACKING
MAY/JUNE SHIPMENT IRREVOCABLE SIGHT L/C SUBJECT
REPLY HERE 20TH
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International Contract Law (?)
2.2.1 An effective offer must meet the following
conditions a) The offeror is willing to accept
the terms stipulated in the offer b) The
contents of an offer must be sufficiently
concrete and definite
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International Contract Law (?)
?Article 14 of CISG (1) A proposal for
concluding a contract addressed to one or more
specific persons constitutes an offer if it is
sufficiently definite and indicates the intention
of the offeror to be bound in case of acceptance.
A proposal is sufficiently definite if it
indicates the goods and expressly or implicitly
fixes or makes provision for determining the
quantity and the price.
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International Contract Law (?)
???????????????? 2-204. Formation in
General. (1) A contract for sale of goods may be
made in any manner sufficient to show agreement,
including conduct by both parties which
recognizes the existence of such a contract.
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International Contract Law (?)
(3) Even though one or more terms are left open a
contract for sale does not fail for
indefiniteness if the parties have intended to
make a contract and there is a reasonably certain
basis for giving an appropriate remedy.
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International Contract Law (?)
c) The offer is not effective until it reaches
the offeree ?Article 15 of CISG (1) An offer
becomes effective when it reaches the offeree.
Article 16 of CLPRC An offer becomes effective
when it reaches the offeree.
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International Contract Law (?)
2.2.2 withdrawal of an offer The withdrawal of an
offer means the offerors intent indication to
make an offer invalid before the offer gets its
effectiveness. 2.2.3 revocation of an offer The
revocation of an offer means the offerors intent
indication to make an offer invalid after the
offer gets its effectiveness.
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International Contract Law (?)
?? 2-205. Firm Offers. An offer by a merchant
to buy or sell goods in a signed writing which by
its terms gives assurance that it will be held
open is not revocable, for lack of consideration,
during the time stated or if no time is stated
for a reasonable time, but in no event may such
period of irrevocability exceed three months 
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International Contract Law (?)
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International Contract Law (?)
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International Contract Law (?)
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International Contract Law (?)
?Article 16 of CISG (1) Until a contract is
concluded an offer may be revoked if the
revocation reaches the offeree before he has
dispatched an acceptance. (2) However, an offer
cannot be revoked
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International Contract Law (?)
(a) if it indicates, whether by stating a fixed
time for acceptance or otherwise, that it is
irrevocable or (b) if it was reasonable for
the offeree to rely on the offer as being
irrevocable and the offeree has acted in reliance
on the offer.
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International Contract Law (?)
3. Counter-offer Example of an
counter-offer YOUR CABLE 10TH COUNTER OFFER USD
70 PER DOZEN CIF NEW YORK. As long as a
counter-offer is effective, the offer lose its
effectiveness
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International Contract Law (?)
4. Acceptance An acceptance is an assent
indication of the offeree to an offer.An
acceptance shall be made in form of a
notice,unless,in light of trade practices or as
indicated by the offer,the offeree may indicate
the assent by performing an act. Late acceptance
and acceptance with different information
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International Contract Law (?)
?Article 19 of CISG (1) A reply to an offer
which purports to be an acceptance but contains
additions, limitations or other modifications is
a rejection of the offer and constitutes a
counter-offer.
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International Contract Law (?)
(2) However, a reply to an offer which purports
to be an acceptance but contains additional or
different terms which do not materially alter the
terms of the offer constitutes an acceptance,
unless the offeror, without undue delay, objects
orally to the discrepancy or dispatches a notice
to that effect. If he does not so object, the
terms of the contract are the terms of the offer
with the modifications contained in the
acceptance.
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International Contract Law (?)
(3) Additional or different terms relating, among
other things, to the price, payment, quality and
quantity of the goods, place and time of
delivery, extent of one party's liability to
other or the settlement of disputes are
considered to alter the terms of the offer
materially.
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International Contract Law (?)
2-207. Additional Terms in Acceptance or
Confirmation. (UCC) (1) A definite and
seasonable expression of acceptance or a written
confirmation which is sent within a reasonable
time operates as an acceptance even though it
states terms additional to or different from
those offered or agreed upon.
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International Contract Law (?)
(2) The additional terms are to be construed as
proposals for addition to the contract.  Between
merchants such terms become part of the contract
unless (a) the offer expressly limits
acceptance to the terms of the offer
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International Contract Law (?)
(b) they materially alter it  or (c)
notification of objection to them has already
been given or is given within a reasonable
time after notice of them is received.
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International Contract Law (?)
If in the past transactions, the parties have
always shown the desire that silence is
acceptance, this desire can be seemed as part of
their future transaction. So silence can be
seemed as acceptance.
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International Contract Law (?)
If, according to the common usage, silence is
always seemed as acceptance, silence is
acceptance.
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International Contract Law (?)
If the goods which has not been accepted was used
just like it has been accepted, the offeree will
be seemed as the buyer of the goods. So silence
is also acceptance.