Law of Contract

Law of Contract

1. Sources

   • rules by contracting partners
     • decide themselves
     • general conditions (standardized rules that suit their interests)
       • eg: supermarkets
   • official rules
     • national
     • EU
       • limited competence
         • specific contracts/aspects
     • supranational
       • UN: CISG
         • Convention on Contracts for the International Sale of Goods
     • default/ mandatory
       • automatically applicable rules if no specific ones are made by the parties
       • declare void: if against law or morality
   • informal rules
     • inspiration for drafting
     • PECL
       • Principles of European Contract Law

2. Formation of a binding contract

   • intention to be legally bound
     • enforceable
   • reach a sufficient agreement
   • common law
     • consideration
   • gratuitious promises
     • need to be put in a notarial deed
     • UK: deed
   • unequal obligations
     • car for $10
     • why made?
     • what if unforceable?
     • if action made upon promise--> can be argued binding
   • social promises--> mostly unfoceable
   • offer
     • intend to result in a contract contain sufficiently definite terms to form a contract
   • revocation
     • differs per jurisdiction
     • DE:irrevocable for a period
   • acceptance
     • as it is dispatched : BINDING
   • protection of the weaker party
     • consumer protection
       • inform buyer
       • in writing
       • incapacity
         • minors
         • mentally ill
     • withdrawal rights
       • cooling-off period 14 days
   • contractual liability
     • contract during negotiations already binding
       • depends on jurisdiction

3. Content

   • interpretation
     • EU: intention of the promiser
     • UK: literal interpretation
     • how would a reasonable person with reasonable knowledge decide?
   • unfairness
     • procedural unfairness
       • did not form will freely
         • under threat
       • mistake
         • incorrect assumption
         • balance: what should they know/ be told
     • general condition
       • buyer cannot change contract
       • test substantive fairness
   • prohibited contracts
     • contrary to law/morality
     • not enforced

4. Remedies

   • Civil Law
     • claim of performance
       • doesn't abide: forced
     • objective impossiblity
       • eg laptop is stolen from me before i sell it
     • too big effort to perform: not forced
     • generic goods
       • claim delivery
     • nonperformance
       • only if responsible damages
       • force majeure
       • termination
         • DE: main obligation breached
   • Common Law
     • normally: damages paid
     • equity
       • claim for performance
         • land, work of art etc
     • generic goods
       • damages
       • eg: potato water
     • nonperformance
       • liable
         • except for implied condition
           • stadium burns down
       • terminate
         • "essential" part breached