Introduction To Law PDF

INTRODUCTION TO LAW TRAN THANH TAM (LL.M, PhD Candidate)  BUSINESS CONTRACT I. FUNDAMENTALS OF A CONTRACT – Definition – Essence of a contract – Classifications of a contract II. FEATURES OF A BUSINESS/COMMERCIAL CONTRACT – Party – Object – Purpose – Form – Governing law III. OFFER...

INTRODUCTION TO LAW TRAN THANH TAM (LL.M, PhD Candidate)  BUSINESS CONTRACT I. FUNDAMENTALS OF A CONTRACT – Definition – Essence of a contract – Classifications of a contract II. FEATURES OF A BUSINESS/COMMERCIAL CONTRACT – Party – Object – Purpose – Form – Governing law III. OFFER AND ACCEPTANCE  I. FUNDAMENTALS OF A CONTRACT 1. Definition A contract is “a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty” (The US Restatement (Second) of Contracts, Section 1). → a contract is an agreement that can be enforced in court  1. DEFINITION Contract means an agreement between parties in relation to the establishment, modification or termination of civil rights and obligations. (Art 385 –Vietnam Civil Code 2015) Agreement Parties (individual, organisation) CIVIL CONTRACT Civil rights and obligations  2. ESSENCE OF CONTRACT - Legal validity of a contract : Art 3.2 + Art 401.2 “…Any commitment or agreement which does not violate a prohibition by law or is not contrary to social morals is binding for performance by the parties and must be respected by other parties.” ‘…From the time when a contract takes effect, the parties must exercise the rights and perform the obligations to each other as undertaken. The contract may only be amended or cancelled as agreed by the parties or as provided by law..’ → CONTRACT = LAW  3. CLASSIFICATION OF CONTRACT Bilateral vs Unilateral contract A bilateral contract is a contract whereby each party has an obligation to the other. A unilateral contract is a contract whereby only one party has an obligation.  3. CLASSIFICATION OF CONTRACT Principal vs Ancillary contract A principal contract is a contract the effectiveness of which does not depend on another contract. An ancillary contract is a contract the effectiveness of which depends on a principal contract.  3. CLASSIFICATION OF CONTRACT A contract for the benefit of a third person is a contract whereby contracting parties must perform obligations for the benefit of a third person and the third person enjoys benefits from such performance. A conditional contract is a contract the performance of which depends on the occurrence, modification or termination of a specified event.  II. COMMERCIAL CONTRACT Parties: Art 2 – Law on Commerce Object: Art 3.2 – Law on Commerce Purpose: Art 3.1 – Law on Commerce Form: Art 24 – Law on Commerce Governing law: Art 4 – Law on Commerce  II. COMMERCIAL CONTRACT Parties: Art 2 – Law on Commerce ‘Article 2.- Subjects of application 1. Traders conducting commercial activities as provided for in Article 1 of this Law. 2. Other organizations and individuals conducting commerce-related activities. 3. Basing itself on the principles provided for by this Law, the Government shall specify the application of this Law to individuals who independently and regularly conduct commercial activities without having to make business registration.’  II. COMMERCIAL CONTRACT Object: Goods, service. Art 3.2 – Law on Commerce ‘Goods include: a/ All types of movables, including those to be formed in the future; b/ Things attached to land’  II. COMMERCIAL CONTRACT Form: Art 24 & Art 74 – Law on Commerce ‘1. Contracts for sale and purchase of goods may be expressed in verbal or written form or established by specific acts. 2. For types of contracts for purchase and sale of goods, which, as provided for by law, must be made in writing, such provisions must be complied with.’  II. COMMERCIAL CONTRACT Governing law: Art 4 – Law on Commerce ‘1. Commercial activities must comply with the Commercial Law and relevant laws. 2. Particular commercial activities provided for in other laws shall comply with the provisions of such laws. 3. Commercial activities which are not provided for in the Commercial Law and other laws shall comply with the provisions of the Civil Code.’  DISCUSSION Company A (seller) located in Binh Thanh district entered into a sale of rice contract with company B (buyer) located in Binh Tan district. The dispute arose as A failed to deliver non-conforming rice to B as stipulated in the contract. Which law would be first applicable to settle the dispute? 1. Law on sale of rice 2. Law on sale of goods 3. Commercial Law 4. Civil Code 5. Law on Enterprises