International Business Transactions - Essential rules in the USA Contract Law
International Business Transactions
Contracts build the life of a company, the base of the business law. However, business law is not diritto
commercial, business law is based on the relationship between companies. Corporate law instead is about
types of company. There are different applicable law in USA, there is common law that is applied in the all
USA and state laws, applicable in only precise states. From the last group we have UCC, it’s not uniform
because it’s valid by one state or another. Different states have different version of the UCC. It is not
commercial because is applied also for consumers; it is not a coda because it is a private collection of rules.
The UCC cover certain institutes. The article 2 is referred to the sale of goods. It is only referred to
moveable goods and not real estate properties. Some states enacted different version of the UCC that
covers other institute like NY that has the article 2a that covers the lease contracts. So if I have a lease
contract and I am not in NY I will apply the common law, if I’m in NY I will apply the UCC. There are also
mixed contracts, contracts that have different elements that came from different contracts. The applicable
law comes from the most important element of the contract, the most relevant to the intentions of the
parties. We can find the most important element basing our decision on some criteria like the type and the
timing of the price.
What is a contract? It is a legally enforceable promise, a legally enforceable agreement. It’s starts from
scratch, the first thing is the promise. When I say I’ll do this, it’s not a contract there must be an exchange
of promises. However, it is not enough there must be an exchange of promises and it must be enforceable,
so I can go to the judge to oblige the other part to fulfill the obligation.
Contracts can be formed in two ways, expressed, from words, and implied, from conduct.
There are also quasi contract, when I do not have a contract but it will be unfair, so an equitable remedy is
the solution that prevents unjust enrichment. The effect is a payment only of the costs and not even the
entire price, its’ called a restitution.
For the formation of the contract are necessary two elements: an offer and acceptance. The offer is a
manifestation of the intention to be bound. Advertisements (pubblicità) are not offers, but there is an
exception when the quantity is established. For example 3 bottles of water for 1 euros.
There is indefiniteness when the terms of a contract are not defined. There are note the terms to create a
contract. A specific rule is the open price term, so I do not decide the price but there is a contract where
the judge decides the reasonable price. It is not the same rule for real property sales where the price must
be determinate. Other specific rules are requirement contracts, it is an open contract. I will pay you for
providing me pizza on a daily basis for the quantity that I need. The only exception is when the quantity I
ask is not regular, it’s exceptional.
TERMINATION OF AN OFFER
Lapse: after a stated time the offer expires or after a reasonable time.
Revocation: at any time before the offer is accepted I can decide to revoke it. It can be direct or indirect
(conduct). There are exceptions to the rule:
1. Option: (opzione) a promise to keep the offer open for a certain amount of time in exchange of a
payment. In NY my option is valid either if you pay for it or if I write it down and then I sign it.
+1 anno fa
I contenuti di questa pagina costituiscono rielaborazioni personali del Publisher liuk91-votailprof di informazioni apprese con la frequenza delle lezioni di International Business Transactions e studio autonomo di eventuali libri di riferimento in preparazione dell'esame finale o della tesi. Non devono intendersi come materiale ufficiale dell'università Pavia - Unipv o del prof Pellegrino Stefano.
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