CHAPTER 3: Export and Import Transactions Pre-session task: Find TWO definitions of a contract (use any English sources, but please cite them) plus requirements for a contract to be valid (essential elements) and write a short comparison of 150 words (not counting the cited definitions). Use suitable linking expressions, e.g. While Definition A focuses on, Definition B stresses Although both definitions mention, Definition A concentrates on Unlike Definition A, which specifies, Definition B gives examples of Created by the team of authors. Seminar Session: Feedback to Pre-session Task language, accuracy, contract vocabulary Tasks from Handout: 1. Contracts - essential elements and breach of contract Fill the gaps in the text with the following expressions: acceptance enforced assent entitled defective sue subject-matter determine offeror price The law of contracts reflects the extent to which society will bind a promisor to his or her promises. A contract is a special type of agreement that the law will enforce. The elements of a contact are mutual (1) {assent} of the parties, contractual capacity, consideration, and legal (2) {subject-matter}. If these elements all exist, the contract will generally be (3) {enforced}. The mutual assent of the parties is generally evidenced through an offer and (4) {acceptance}. An offer reflects the intention of the (5) {offeror} to create a power in the offeree to create a legally binding agreement through acceptance. The offer is required to be definite, and it must be communicated to the offeree to be valid.
Consideration is the (6) {price} of the contract. In keeping with its function to facilitate exchange, contract law will not enforce contracts where there is no consideration because no exchange is taking place. As a general rule, the courts will not examine the bargain to (7) {determine} whether the consideration is sufficient. Many commercial agreements contain express provisions for remedies. For example, in a contract for the sale of goods, the buyer may be (8) {entitled} to require the seller to reduce the price or replace (9) {defective } items. Fundamental breach means any breach to a contract that is very serious. Any fundamental breach allows a party to terminate the performance of a contract. This also entitles a party to (10) {sue} for damages. Based on: Chromá, Marta et al. /New Introduction to Legal English, Revised Edition. Volume I./ Univerzita Karlova, 2011. 2. a) Translate into English: závazný - binding vynutitelný - enforceable navrhnout smlouvu - to draft a contract uzavřít smlouvu - to conclude/enter into / form / make a contract splnit smlouvu - to fulfill / perform / execute a contract porušit smlouvu - to breach a contract ukončit/vypovědět smlouvu - to terminate / discharge a contract smluvní strany - contracting parties předmět smlouvy - subject-matter smluvní podmínky - contractual terms v souladu se smlouvou - in accordance with the contract b) Translate into Czech: contract of sale - kupní smlouva contract of carriage - přepravní smlouva insurance contract - pojistná smlouva consideration protiplnění clause - klauzule, doložka, článek breach of contract - porušení smlouvy remedy právní prostředek nápravy, opravný prostředek damages - odškodnění c) Explain: fundamental breach - serious breach
remedy - compensation awarded for loss damages - financial compensation to terminate the contract - to end/avoid the contract Created by the team of authors. 3. Listen to the following podcast and notice important vocabulary connected to International Trade: http://www.youtube.com/watch?v=jqqsfezuqxo Match the English and Czech terms: Merchandise - Zboží Certificate of manufacture - Osvědčení výrobce/osvědčení o shodě Pro forma invoice - Pro-forma faktura Letter of credit - Akreditiv Bill of lading - Konosament, nákl.list Shipment - Zásilka/náklad Bonded warehouse - Celní skladiště Customs duty - Clo Created by the team of authors. 4. Reading: Contract of sale - shipment clause a) Read the clause from a contract and answer below. 2 a The buyer shall nominate the date of shipment. The buyer shall give the seller at least two weeks notice of probable readiness of vessel(s) and of the approximate quantity to be loaded. b Upon notification of probable readiness of vessel(s),_the seller shall nominate a port for the loading of goods. c Shipment is required no later than 22 May 2012. 1. Which word means ship or boat? vessel 2. What words are used to refer to each party to the contract? buyer, seller 3. What does the word shall mean in the context of this clause? must have to 4. What does the clause deal with? The clause deals with the amount of notice needed to be given for the delivery of goods by ship. 5. What do you think probable readiness means?
It refers to the first date on which it is most likely that the buyer will make a ship available to the seller for the purposes of loading and transporting the goods. b) Complete these lists of obligations using your own words. Buyer must decide on the date that the goods will be shipped: Buyer must notify/tell the seller of this date at least two weeks in advance: Buyer must notify the seller of the approximate quantity of goods to be loaded: and of the approximate quantity to be loaded. Seller must arrange a port at which the goods can be loaded onto a ship as soon as he has received the notification: Upon notification of probable readiness of vessel(s), the seller shall nominate a port for the loading of the goods. Source: A. Krois-Linder, M. Firth: Introduction to International Legal English. CUP, 2008, Unit 2 +Teacher s Book by Jeremy Day 5. Listening: Conditions and warranties You are going to hear a conversation between a lawyer (Mr Dawe) and his client (Mr McKendrick, Director of Export Threads, the seller referred to in the contract extract). Listen to them discussing the case and answer these questions. 1. What is the name of the buyer in this dispute? Drexler Inc. 2 Why does Export Threads want to terminate the contract? Drexler failed to give 2- week notice and they couldn t arrange the port 3 Does a breach of contract automatically allow one party to terminate the agreement? no 4 Does the lawyer think that Export Threads has a strong case? yes 5 What legal grounds might Export Threads have for terminating the contract? need for certainty because of chain of sales Source: A. Krois-Linder, M. Firth: Introduction to International Legal English. CUP, 2008, Unit 2 +Teacher s Book by Jeremy Day 6. Writing: Email of advice a) This email summarises the discussion between the lawyer, Mr Dawe, and his client. Complete the blanks with appropriate sentence openers:
Dear Mr McKendrick Thank you for coming to see me on 30 May when we discussed the termination of your contract with Drexler Inc. I am writing to summarise our discussion and to confirm your instructions. You told me that Drexler Inc. agreed to purchase a large quantity of goods from your firm, Export Threads. Under clause 2a of the contract; Drexler were to give you two weeks' notice of the date of shipment so that you could arrange a port for the transportation of the goods. You were unable to arrange this because Drexler failed to let you know by the agreed date. You now wish to terminate the contract. The legal issue here is whether or not Drexler s breach is enough to allow Export Threads to terminate the contract. If the contract term in question can be shown to be a condition, you will be able to terminate the contract without fear of damages being awarded against you. If the term is simply a warranty, you will be able to claim damages, but may not actually terminate the contract. Recent case law suggests that if you do choose to terminate the contract, and if Drexler subsequently decide to sue you, the courts would rule in your favour. Your contract involves a chain of sales, and in such cases, the need for certainty is very important. You were unable to arrange the loading of the goods as a direct consequence of Drexler s breach of clause 2a, and this term would be interpreted as a condition. I will write a letter to Drexler Inc. outlining the above and notifying them of your intention to termonate the contract. I will request confirmation from Drexier that they accept our interpretation both of the events and of the relevant law, and that your termination of the contract will not lead to any unnecessary legal action on their part. I will be in touch again shortly. Please do not hesitate to contact me if you have any questions. With kind regards Charles Dawe b) The email follows a standard pattern for an emai! of advice. Match each paragraph with its correct label.
Opening paragraph - 1 Proposed action - 5 Advice - 4 Summary of the facts - 2 The legal issue(s) - 3 c) Read through the email again and highlight any phrases that would be useful in your own legal correspondence. Based on: A. Krois-Linder, M. Firth: Introduction to International Legal English. CUP, 2008, Unit 2 +Teacher s Book by Jeremy Day