最新大學(xué)國(guó)際商法英文版期末復(fù)習(xí)資料

1、精品文檔國(guó)際商法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

2、 basic sources of international business law include international conventions and treaties, international customs and usages, and national business laws三大淵源4. 國(guó)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,

3、 DES, 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 carryi

4、ng on a business for profits.8. Part nership is not a separate legal en tity.合伙不是一個(gè)法律實(shí)體。9. 合伙人義務(wù)： 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(有限責(zé)任合伙)11. Name: Generally, the company should have a n

5、ame and is registered by the administration. A name will be available if it does not clash with an existing company name, or is not includedin 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

6、include the word of limited (Ltd).12. Tree Capital Enterprises: Foreign Contractual Joint Ventures, Foreign Equity Joint V entures 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 cap

7、ital of a joint venture.14. Agency Relationships: principal-agent, employer-employee, and employer-independent contractor.15. Capacity of the Parties 四類不行： underage, drunken, drugged, or insane.16. Authority of the Age nt 四種：1. Actual authority (2 種形式：con tract or implied)2. appare nt or ostensible

8、authority 3. implied authority 4. authority by virtue of a position held17. Creation 的四種形式： contract, ratification, estoppels, necessity18. 代理人對(duì)被代理人的義務(wù) 5條： 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. 被代理人對(duì)代理人的義務(wù) 3

9、 條： 1. Duty to compensate 2. duty to reimburse and indemnify3. dutytokeepaccounts。20. Formation of Contract 5 key requirements 5 個(gè)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

10、may bemade orally, in writing or by conduct. 三個(gè)形式22. 要約邀請(qǐng) VS 要約區(qū)分23. Acceptance 承諾要件（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 offeror 's authoritarian. 3. An acceptance must be made withi

11、n the period of validity. 4. 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. 投郵主義，英美法系； the receipt rule. 大陸法系， 我國(guó)25. Consideration is a controversial requireme

12、nt for contracts under common law. If an arrangement consists of a promise which is not supported by consideration, then the arrangement is not a legally enforceable contract. 英國(guó)沒(méi)有對(duì)價(jià)則合同不合法26. Rules of consideration8 條要求 （選擇 ）： 1. Consideration must be given. 2. Consideration must be referable to the

13、 promise. 3. Consideration must be sufficient, 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. P

14、erformance of a public law duty is not good consideration.27. Natural person's con tractual capacity（選擇）: mon law，三種人不行 minors, men tally impaired or in compete nt pers ons, drunk pers on s.2. China, full capacity a citize n aged 18 or over shall be an adult limited capacity, a minor aged 10 or

15、over shall be a person will limited capacity for civil con duct no capacity, a minor un der the age of 10 shall be a pers on having and capacity for civil conduct.28. 可能影響合同效力（Validity of con tract ）的五大點(diǎn)：1. Mistake. 2. Misreprese ntati on 3. Duress 4. Fraud 5. Undue influence29. 3 types of mistake i

16、n contract （選擇 ）： common mistake, unilateral mistake, mutual mistake30. Damages 損害賠償 4 類： 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 tradin

17、g countries33. The CISG is composed of 101 Articles that are divided into four parts34. Requirements of offer 構(gòu)成要約的條件 ： 1. The description of the goods 2. Their quantity or determinable quantity 3. their price and determinable price35. not materially alter the terms of the offer 非實(shí)質(zhì)性變更 , materially

18、alter the terms of the contract 實(shí)質(zhì)變更（了解）36. Obligations of the seller and buyer 重點(diǎn)37. sellerss obligations 賣方義務(wù)： 1. Delivery of the goods 2. Delivery of documents 3. Conformity of the goods 4. Assurance of the ownership of the goods 5. Time for examine goods and notice of defect.38. buyerss obligati

19、ons 買方義務(wù) ： 1. Payment of the price 2. Taking delivery of the goods39. 風(fēng)險(xiǎn)轉(zhuǎn)移 Passing of risk when the contract involves carriage of the goods： 1. the risk passes to the buyer when the goods are handed over to the first carrier for transmission to the buyer.2. The risk does not pass to the buy until th

20、e goods are handed over to the carrier at that place.TERMS40. Agency 代理 : a legal relationship whereby one person (the agent) represents another (the principal) and is authorized to act for him/her41. Agent 代理人 : a person authorized by another (principal) to act for/ in place of him or her.42. Princ

21、ipal 被代理人 : the person for whom an agent acts and from whom the agent derives authority; the person who, by agreement or otherwise, authorizes an agent to act on his or her behalf in such a way that the acts of the agent become binding on the principal.43. Agency law: is an area of commercial law de

22、aling with a contractual or quasi-contractual tripartite set of relationships when one person is authorized to act on behalf of another to create a legal relationship with a Third Party.44. CISG 公約 : (United Nations Convention on Contracts for the International Sale of Good), which providing legal r

23、ules governing sales contracts for goods (not services or warranty work) between businesses from two different signatory nations, unless the parties 'contract excludes CISG provisions45. Breach of Contract: a breach of contract is committed when a party without lawful excuse fails or refuses to

24、perform what is due from him under the contract, or performs defectively or incapacitates himself from performing46. Undue influence 不當(dāng)影響 is an equitable doctrine that involves one person taking advantage of a position of power over another person47. An offer: is a statement by one party of a willin

25、gness to enter into a contract on stated terms, provided that these terms are, in turn, accepted by the party or parties to whom the offer is addressed.48. A partnership is a for-profit business association of two or more persons. “Business” includes every trade, occupation, or profession. “Person”i

26、ncludes individuals, partnerships, corporations, and other associations.簡(jiǎn)答49. Unilateral Termination : Revocation or Renunciation: Except where an agency is irrevocable or coupled with an interest, either party can unilaterally terminate the agency. However, the right to terminate may be limited by

27、contractual terms. The principal 's unilateral termination is referred to as a revocation. The agent's unilateral termination is a renunciation of the authority. Damage may be due to the innocent party if the terminating party has no right to terminate.50.51. 終止要約 4 種情況： 1. Revocation of off

28、er by. A revocation of an offer is ordinary effective only when it is made know to the offeree the must be made at the time before it is accepted or at the same time. 2. Counteroffer by offeree. If the offeree purported to accept an offer but in so doing makes may change to the terms of the offer, s

29、uch action is a counteroffer that rejects the original offer. 3. Rejection of offer by offeree. 4. Lapse of time.52.53. Limited liability partnership : limited liability partnership has elements of partnerships and corporations. In a limited liability partnership, all partners have limited liability

30、, similar to that of the shareholders of a corporation and have rights to manage the business directly.CASE STUDY1. <IS there any contract between X and Y?>1 Is there any contract between Company X and Company Y?No, since both China and Australian are Contracting States to the CISG, according to Article 1 (1) (a) would apply here. After receiving the offer of 50,000 meters hand-printed cotton cloth, on April 10, Company Y stated that they were not interested in the offer, which rejected the offer. On April 20, the email sent to accept the April 4 offer should be regarded as a new offe