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1、国际商法1. “international business law” as the body of legal rules and norms that regulates international commercial trade and international business organizations2. The fact that international business law regulates international transactions of a commercial nature calls for an explanation.3. The basic
2、 sources of international business law include international conventions and treaties, international customs and usages, and national business laws.三大渊源4. 国家：Common-law system: England United States, Canada. Civil-law system: French and German5. E-EXW.F-FCA, FAS, FOB. C-CFR,CIF, CPT, CIP. D-DAF, DES
3、, DEQ, DDU, DDP6. Business organization 形式：sole proprietorship, partnership, joint venture, incorporated company, association, trust and franchise7. Corporation: corporate form is the most important type of business organization in the world it is generally set up by two or more persons carrying on
4、a business for profits.8. Partnership is not a separate legal entity.合伙不是一个法律实体。9. 合伙人义务：1. Liability of partners in contract. 2. Liability of partners for wrongs. 3. Liability of incoming partner. 10. Special general partnership特殊普通合伙（有限责任合伙）11. Name: Generally, the company should have a name and i
5、s registered by the administration. A name will be available if it does not clash with an existing company name, or is not included in the business names register or has not been declared by regulations to unacceptable. If all the shareholders are liable for limited liability, the name must include
6、the word of limited (Ltd).12. Tree Capital Enterprises: Foreign Contractual Joint Ventures, Foreign Equity Joint Ventures and Foreign Capital Enterprises.13. The proportion of the investment contributed by the foreign joint ventures shall generally not be less than 25% of the registered capital of a
7、 joint venture.14. Agency Relationships: principal-agent, employer-employee, and employer-independent contractor.15. Capacity of the Parties四类不行： underage, drunken, drugged, or insane.16. Authority of the Agent四种：1. Actual authority (2种形式：contract or implied)2. apparent or ostensible authority 3. im
8、plied authority 4. authority by virtue of a position held17. Creation的四种形式：contract, ratification, estoppels, necessity18. 代理人对被代理人的义务5条：1. Duty of loyalty 2. duty of care, or duty to act with skill 3. duty to obey instructions. 4.duty to account 5. duty to notify19. 被代理人对代理人的义务3条：1. Duty to compens
9、ate 2. duty to reimburse and indemnify 3.duty to keep accounts 。20. Formation of Contract 5 key requirements 5个要件：offer, acceptance (agreement), consideration, intention to be bound, capacity.21. There is generally no requirement that the offer be made in any particular form; it may be made orally,
10、in writing or by conduct.三个形式22. 要约邀请 VS 要约区分23. Acceptance承诺要件（了解）：1. An acceptance must be made by the offeree. 2. An acceptance must be communicated to the offeror or another person who on his behalf with the offerors authoritarian. 3. An acceptance must be made within the period of validity. 4.
11、An acceptance should match the terms of the offer exactly and unequivocally. 5. Mostly, silence and inactivity cannot be construed as acceptance.24. Time of acceptance： The mail-box rule.投邮主义，英美法系；the receipt rule.大陆法系，我国25. Consideration is a controversial requirement for contracts under common law
12、. If an arrangement consists of a promise which is not supported by consideration, then the arrangement is not a legally enforceable contract.英国没有对价则合同不合法26. Rules of consideration8条要求(选择)：1. Consideration must be given. 2. Consideration must be referable to the promise. 3. Consideration must be suf
13、ficient, but need not be adequate. 4. Consideration must move from the promise.5. Consideration must not be from the past.6. Performance of an existing contractual duty to the promisor is not consideration.7. Part payment of a debt is not good consideration.8. Performance of a public law duty is not
14、 good consideration.27. Natural persons contractual capacity(选择)：mon law,三种人不行minors, mentally impaired or incompetent persons, drunk persons.2. China, full capacitya citizen aged 18 or over shall be an adultlimited capacity, a minor aged 10 or over shall be a person will limited capacity for civil
15、conductno capacity, a minor under the age of 10 shall be a person having and capacity for civil conduct.28. 可能影响合同效力（Validity of contract）的五大点: 1. Mistake. 2. Misrepresentation 3. Duress 4. Fraud 5. Undue influence29. 3 types of mistake in contract (选择): common mistake, unilateral mistake, mutual mi
16、stake30. Damages损害赔偿4类：consequential damages, punitive damages, liquidated damages, nominal damages.31. Injunction: 1. prohibitory injunction 2. Mandatory injunction32. Brazil, India, the United Kingdom are not among the major trading countries33. The CISG is composed of 101 Articles that are divided into four parts34. Requirements of offer
