Professional Documents
Culture Documents
tw
(02)2705-5066
www.wunan.com.tw
(02)2705-5066
www.wunan.com.tw
iii
(02)2705-5066
CONTENTS
Introduction
www.wunan.com.tw
I
(02)2705-5066
Chapter 1
CONTRACT LAW
agreement
enforceable
court
What is a contract?
Contract = agreement + enforceable by court
Contract = promise(s) + remedy
promise
remedy
AGREEMENT
ENFORCEABLE
BY COURT
CONTRACT
PROMISE(S)
REMEDY
CONTRACT
www.wunan.com.tw
1
(02)2705-5066
Governing law
Anglo-American contracts are governed by Article 2 UCC (sale of
goods), the Restatement (Second) of Contracts and common law.
Uniform
sale
of goods
Restatement
(Second) of Contracts
common
law
Types of contracts
Types of contracts
express (words) ()
implied (conduct) ()
quasi-contract
contract
implied
contract
quasi-contract
equitable
unjust
principles
enrichment
www.wunan.com.tw
2
(02)2705-5066
contract
bilateral
contract
promise
performance
Contract formation
The essential elements of a contract are offer, acceptance and consideration.
offer
acceptance
consideration
OFFER
ACCEPTANCE
MUTUAL CONSIDERATION
www.wunan.com.tw
3
(02)2705-5066
Offer
An offer is a manifestation of willingness to enter into a contract,
which creates a power of acceptance. The person who makes an offer
is called the offeror. The person to whom the offer is made is called
the offeree.
manifestation
willingness
power
of acceptance
offeror
offeree
or commitment
advertisement
preliminary
negotiations
2. The offer must contain the essential terms, e.g. subject matter, offeree, time. But missing terms can be substituted by reasonable
terms or subsequent performance.
essential
terms
reasonable
terms
www.wunan.com.tw
4
(02)2705-5066
option
firm
offer
part
performance
detrimental
reliance
terms
communication
Acceptance
Acceptance is the offerees manifestation of assent to the terms of the
offer. The power of acceptance is terminated once the offeree rejects
the offer or makes a counter-offer, the offer is revoked or time has
lapsed.
assent
reject
counter-offer
revoke
lapse
of time
www.wunan.com.tw
5
(02)2705-5066
assent
method
2. Under common law, the terms of the acceptance must be the same
as those of the offer ( mirror image rule ). In contrast, the UCC
(see Article 2-207 UCC) provides a more flexible rule: If the acceptance includes additional terms and one of the parties is not a
merchant, they become part of the contract if the offeror explicitly
assents. If both parties are merchants, the additional terms automatically become part of the contract, unless they materially alter
the original offer or the offeror objects. If the acceptance includes
conflicting terms, they do not become part of the contract (knock
out rule), instead UCC gap fillers or common law applies.
mirror
image rule
additional
terms
merchant
explicitly
assent
materially
to
alter
object, objection
conflicting
terms
www.wunan.com.tw
6
(02)2705-5066
communication
mailbox
rule
Examples:
Offeror sends offer > offer is valid when received by offeree.
Offeree sends acceptance. Contract is formed when offeree sends acceptance (mailbox rule).
EE sends acceptance
CONTRACT IS FORMED
OR sends
offer
EE receives
offer
OR receives
acceptance
OR sends
revocation
OR sends
offer
EE receives
offer
EE sends
acceptance
CONTRACT
IS FORMED
OR receives
acceptance
OR sends offer
EE receives offer
EE sends
rejection
www.wunan.com.tw
7
(02)2705-5066
Offeree first sends rejection, then acceptance (mailbox rule does not
apply). Contract is formed or not, depending on what offeror receives
first.
OR receives
rejection/acceptance
CONTRACT IS FORMED
OR NOT DEPENDING ON
WHAT ARRIVES FIRST
EE sends
rejection
OR sends
offer
EE sends
acceptance
EE receives
offer
of acceptance
terminate
rejection
counter-offer
lapse
of time
of offer
communication
www.wunan.com.tw
8
(02)2705-5066
MUTUAL ASSENT
REJECTION / COUNTEROFFER /
LAPSE OF TIME
REVOCATION
3. COMMUNICATION
Knowledge
2. ESSENTIAL TERMS
Subject matter
1. PROMISE
Not invitation
for offer, preliminary negotiation
3. COMMUNICATION
Mailbox rule
1. ASSENT
by offeree
OFFER
Manifestation of willingness
to enter into a contract
creates a power of acceptance
ACCEPTANCE
Manifestation of assent
to the terms of the offer
Consideration
In addition to mutual assent, Anglo-American law requires that a
contract must be supported by mutual consideration in order to be
enforceable. Consideration is the price or bargained-for value for the
mutual exchange between the parties. The bargain element is given
where there is a price for the exchange, a motive to induce; economic
benefit is not required. The value element is given where there is a
legal detriment or change of legal position (do/refrain).
mutual
bargain
assent
price
value
www.wunan.com.tw
9
(02)2705-5066
mutual
exchange
motive
induce
economic
benefit
legal
detriment
legal
position
refrain
detrimental
reliance
promissory
estoppel
actual
reliance
reasonably
sale
foreseeable
of goods
. .
, 2015.09
ISBN 978-957-11-8338-1 ()
1.2.
805.18
104018660
1QJ5
(150.7)
1063394
(02)2705-5066(02)2706-6100
http://www.wunan.com.tw
wunanwunan.com.tw
0 1 0 6 8 9 5 3
2 0 1 2 8
2 0 1 5 9
3 5 0
www.wunan.com.tw
(02)2705-5066