1. Chapter 2 Contracts for the International Sale of Goods(1) By Liu Yizhan

2. Curtis Co. v. Mason Time: April, 1978 1.Market price of wheat 2.Procedure of concluding contract Contract Confirmation 1. Expected price 2. Buyer pay the freight 3. Delivery during Aug. and Sept. 4.Quantity: 9000 Bushel

3. What rules are applied in this case? Curtis Co. v. Mason Contract Accept Offer

4. Curtis Co. v. Mason Article 18 （ 1 ） A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance. ----CISG

5. Chapter Outline What is Contract? What is Contract? Essential Elements of a Valid Contract 132 Classification of Contract 4 Sources of Rules Governing International Sale of Goods

6. 1. In your opinion, what is a contract? Contract is an agreement between two or more parties which creates an obligation to do or not to do a particular thing, and which is enforceable in law. “For purposes of this Law, a contract is an agreement establishing, altering, or discharging a relationship of civil rights and obligations between natural persons, legal persons or other organizations with equal standing.” ---Article 2,Contract Law of the People’s Republic of China × matrimony, adoption, guardianship Discussion Discussion

7. Classification of Contract 合同的分类

8. 1. Written contracts & oral contracts ■ written form ： The written contract may take the form of agreement, letter or electronic message (telegram, telex, facsimile, electronic data exchange and electronic mail) 2. Valid contracts, void contracts & voidable contracts

9. Classification of Contract

10. What can the party do in a voidable contract? petition the People’s Court or an arbitration institution for amendment or revocation of a contract. the right of petition for revocation will terminate in the circumstance that a party fails to exercise the right within one year, commencing on the date when the party knew or should have known the cause for the revocation or the party waives the right by express statement or by conduct.

11. Sherwood: a banker living at Plymouth Walker: importers and breeders of polled Angus cattle Rose 2d of Aberlone 手柄提示、语音播 报提示或手机提示 Sherwood v. Walker Sherwood approached Walker about buying some of his Angus cattle. Walker told Sherwood that the cows were probably barren and could not breed. Sherwood picked out a cow. The parties agreed on the price and Walker confirmed the sale in writing. May,1886

12. a Justice of the Peace Wayne County Circuit Court the Michigan Supreme Court When Sherwood later returned to Walker ‘ s f arm to take delivery of the cow, Walker refused. Sherwoo instituted this suit. Sherwood v. Walker

13. “ Because a mutual mistake affecting the substance of the transaction had been made, Hiram Walker had a right to rescind the contract, and keep the cow."

14. Classification of Contract 3. Bilateral contracts & unilateral contracts ■ both parties promise to undertake a performance ■ only one party promises to undertake a performance, and the other party is free to act

15. Essential Elements of a Valid Contract 合同的有效要件 1. Parties must have legal capacity to contract. ■ Legal persons are deemed to have legal capacity of commencing from the date of their registration and terminating on the date of their dissolution. ■ Generally minors and mental incompetents are regarded to be persons with limited legal capacity. Q: How can make the contracts concluded by persons with limited capacity valid? A: The legal agent makes ratification within one month after the conclusion of the contract.

16. Essential Elements of a Valid Contract 合同的有效要件 2.The contract must be an agreement of mutual assent reached through offer and acceptance. A. the parties must reach “mutual assent”; B. no fraud, duress, or a mistake exists; C. the mutual assent is reached invariably through “the offer” and “the acceptance”

17. Essential Elements of a Valid Contract 合同的有效要件 3.The contract must not be illegal or contrary t o public policy. case: 1963 Huang & Jiang married 1994 Huang had an affair with a young lady Zhang 1996- Huang & Zhang cohabited Huang made a will 2001 Huang died (Jiang took care of him) Zhang sued Jiang to claim her legacy

18. Sources of Rules Governing International Sale of Goods

19. National Law A. the Uniform Commercial Code (UCC) 《美国统一商法典》 B. Sale of Goods Act 1894 《英国货物买卖法》 C. Contract Law of PRC, October 1, 1999 《中华人民共和国合同法》 D. General Principles of the Civil Law of the PRC 1987 《中华人民共和国民法通则》

21. UN Conventions on Contracts for the International Sale of Goods

22. http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html

23. 阿尔巴尼亚、阿根廷、亚美尼亚、澳大利亚、奥地利、白俄罗斯、 比利时、波斯尼亚和黑塞哥维那、保加利亚、布隆迪、加拿大、智利中国 、哥伦比亚、克罗地亚、古巴、塞浦路斯、捷克、丹麦、 多米尼加、厄瓜多尔、 埃及、萨尔瓦多、爱沙尼亚、芬兰、法国、 加蓬格鲁吉亚、德国、希腊、几内亚、洪都拉斯、匈牙利、冰岛 伊拉克、以色列、意大利、日本、吉尔吉斯斯坦、拉脱维亚、黎巴嫩 莱索托、利比里亚、立陶瓦、卢森堡毛里塔尼亚、墨西哥、蒙古、 黑山、荷兰、新西兰、 挪威、巴拉圭、秘鲁、波兰、韩国、 摩尔多瓦、罗马尼亚俄罗斯、圣文森特和格林纳丁斯、塞尔维亚、 新加坡、斯洛伐克、斯洛文尼亚、西班牙、瑞典、瑞士、 阿拉伯叙利亚、前南斯拉夫马其顿共和国、土耳其、乌干达、乌克兰 美国、乌拉圭、乌兹别克斯坦、赞比亚贝宁、圣马力诺、巴西 Contracting States of CISG

24. Thank you ！