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1、Contract Law,Case,D and P had dinner together. At the end of the meal, D offered to sell farm to P for $50,000. Two days later, when P demanded Ds performent of the contract. D claimed he was drunk at the time, kidding and P knew that. D thought that there was no contract.,Case,Lucy v.Zehmer (1954),
2、Definition of Contract,Dictionary definition: English law French law The United States PICC CISG China Contract Law,Form of Contract,Oral or Written Implied Contract or Express Contract Bilateral Contract or Unilateral Contract Conditional Contract or Unconditional Contract,Formation of Contract,Ele
3、ments of a contract Validity of a contract,Section A Formation of Contracts,1. The essential elements of a binding 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,2
4、.Basic Principles of Contract Law Autonomy Good faith and honesty Fairness Legitimacy,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 inf
5、ormation(c) an invitation of offer(要约引诱）,Section A Formation of Contracts,An advertisement offers to sell a ring for $1 to the first customer in line . Plaintiff (P) sent a telegram to defendant (D) asking for the lowest price for ten car loads of Mason green jars. D sent a telegram back on April 23
6、rd stating the prices for “immediate acceptance” . P accepted this offer on the same day and sent in the specifications that called for “strictly first quality goods”. D responded that it cannot meet Ps order because output is all sold out.,Section A Formation of Contracts,- What are the requirement
7、s for an offer? Clear expression of contractual intentiondefinite content to be contained in a contractsuccessful communication to the offeree,Section A Formation of Contracts,-legal effect of an offer In general, an offer has binding effect on the offeror. An offer shall not be altered or withdrawn
8、. (continental law system)In general, the offeror is not bound by the offer unless it is signed and sealed. (common law system)An offer is revocable. But the offeror is liable for the damages caused by the revocation.,Section A Formation of Contracts,Termination of offer: revocation of offer by offe
9、ror counteroffer by offeree, rejection of offer by offeree, lapse of time, death or disability of either party.,Section A Formation of Contracts,(2) acceptance -Acceptance of an offer creats a contract, but acceptance must correspond with the terms of the offer. Also, the following should be remembe
10、red:,Section A Formation of Contracts,(a) knowledge and motive (b) form of acceptance (spoken or written, or conduct) (c) communication of acceptance (d) content of acceptance corresponds with the original offer,Section A Formation of Contracts,-When does an acceptance become legally effective? Mail
11、-box rule (common law system)(投邮主义）Received letter of acceptance (continental law system) (到达主义）Received letter of acceptance (CISG),Case Study,On May 1, Brand Name Industries, Inc. (BNI), sent Carol a letter, via overnight delivery, offering to employ her to audit BNIs financial statements for the
12、current year for $1,000. In the letter, BNI stated that Carol had ten days to accept. On May 5, Carol sent BNI a fax that stated, “The price for the audit seems too low. Would you consider paying $1,200?“ BNI received the fax. The next day, Dan offered to conduct the audit for $800. On learning of D
13、ans offer, Carol immediately e-mailed BNI, agreeing to do the work for $1,000. BNI received this e-mail on May 7. Explain why BNI and Carol do, or do not, have a contract.,Section A Formation of Contracts,3. consideration (对价) -consideration is an act or forbearance of one party, or the promise ther
14、eof, is the price for which the promise of the other is bought, and the promise thus given for value is enforceable.,Section A Formation of Contracts,Rules relating to consideration Consideration must not be pastPerformance must be legalPerformance must be possible Consideration must move from the p
15、romisee. Consideration must be sufficient, but need not to be adequate.Performance of existing duties is not a consideration,Section A Formation of Contracts,Webb (P) and McGowin (D) worked at a mill. Webb was releasing a 75-pound block of wood to the floor of the mill below when he noticed McGowin
16、standing where the block would have fallen. Webb fell with the block in order to save McGowins life and broke his arm and leg and ripped his heel off, leaving him permanently disabled and incapable of performing either physical or mental work. McGowin promised to pay Webb $15 every two weeks for the rest of Webbs life. Webb received the payments until McGowin died eight years later. Webb sued the executors of McGowins estate when the payments stopped. At trial, D obtained a nonsuit against P and P appealed.,
