Business Negotiations and Contracts

Week 44

Terminology / vocabulary

• covenant == an agreement w/a specific promise to do or not to do something

non-competition covenant

• whereas == in contrast
• injunction == obligation
• breach == to break a boundary, to violate, to not fulfill
• rescind cancel w/ effect of being the same position as before signing the contract
• unwarranted == uncalled for, unjustified
• contention == disagreement

contentious ( adj. )

• efficacious == effective

Counter offer is interpreted as rejection of offer.

• an offer => offeror - offeree
• a lease => lessor - lessee

• statute == law/rule

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About contracts

In common law legal systems, a contract is an agreement having a lawful object entered into voluntarily by two or more parties, each of whom intends to create one or more legal obligations between them.

The elements of a contract are "offer" and "acceptance" by "competent persons" having legal capacity who exchange consideration to create "mutuality of obligation." ( Wikipedia )

Offer and acceptance are elements required for the formation of a legally binding contract: the expression of an offer to contract on certain terms by one person (the offeror) to another person (the offeree), and an indication by the offeree of its acceptance of those terms. The other elements traditionally required for a legally binding contract are (i) consideration and (ii) an intention to create legal relations. ( Wikipedia )

Consideration is the concept of legal value in connection with contracts. It is anything of value promised to another when making a contract. It can take the form of money, physical objects, services, promised actions, abstinence from a future action, and much more. ( Wikipedia )

• A counter offer is regarded by law to be a rejection of the original offer.
• Express contract vs. implicit contract

A third party beneficiary, in the law of contracts, is a person who may have the right to sue on a contract, despite not having originally been an active party to the contract. ( Wikipedia )

An unenforceable contract or transaction is one that is valid, but which the court will not enforce. ( Wikipedia )

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Week 45

A proper offer is:

1. Valid
2. Detailed
3. Specifically adressed

Sale of Goods legistlation and United Nations Convention on Contracts for the International Sale of Goods affect sales of goods

UNIDROIT is the International Institute for the Unification of Private Law

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Week 46

Breach of contract is a legal cause of action in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other party's performance. ( Wikipedia )

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Week 47 - self learning for assignments

No class. Assignements.

Delivery terms

• The Incoterms rules or International Commercial Terms are a series of pre-defined commercial terms published by the International Chamber of Commerce (ICC) that are widely used in International commercial transactions or procurement processes. A series of three-letter trade terms related to common contractual sales practices, the Incoterms rules are intended primarily to clearly communicate the tasks, costs, and risks associated with the transportation and delivery of goods. ( Wikipedia )

• Risk of loss is a term used in the law of contracts to determine which party should bear the burden of risk for damage occurring to goods after the sale has been completed, but before delivery has occurred. ( Wikipedia )

What triggers transfer of ownership and risk of loss?

1. Applicable law
2. Contract
3. Breach of contract ( breaching party is liable )
4. Delivery by common carrier other then seller ( loss of risk is transferred to buyer when delivery is completed as agreed in the contract ) ( Teacher )

Confidentiality

• Confidentiality is a set of rules or a promise that limits access or places restrictions on certain types of information. ( Wikipedia )

• A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties.

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Week 49

remedy == compensation == damages

damage != damages

pecuniary ( money ) vs. non-monetary relief

expectation damages are damages recoverable from a breach of contract by the non-breaching party. It originates from an injured party's interest in realizing the value of the expectancy that was created by the promise of the other party. ( Wikipedia )

The most common test of proximate cause under the American legal system is foreseeability. It determines if the harm resulting from an action was reasonably able to be predicted. ( Wikipedia )

general damages

to rescind:

In contract law, rescission has been defined as the unmaking of a contract between parties. Rescission is the unwinding of a transaction. This is done to bring the parties, as far as possible, back to the position in which they were before they entered into a contract (the status quo ante). ( Wikipedia )

Status quo ante is Latin for "the way things were before" and incorporates the term status quo. ( Wikipedia )

The law of restitution is the law of gains-based recovery. It is to be contrasted with the law of compensation|, which is the law of loss-based recovery. ( Wikipedia )

In criminal law, fraud is intentional| deception made for personal gain or to damage another individual; the related adjective is fraudulent, and verb is defraud ( Wikipedia )

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