AUGUST 2016. Seminario Inglés Jurídico U.C.C. MUÑOZ LUNA, MauricioPEREZ DEL VISO, Adela.

**CONTRACT LAW: ELEMENTS OF A CONTRACT. REVISION+**NEW CONCEPTS AS REGARDS CONTRACT LAW.

In Argentina: 1 Offer + 1 Acceptance =A contract.

In Argentina: Contratos Unilaterales and Bilaterales.

In Britain (and many Anglo-Saxon jurisdictions):

Offer + Acceptance + CONSIDERATION = Contract.

Offer + Acceptance + CONSIDERATION + INTENTION = Contract.

OFFER

It is a definite promise to be bound by, provided that the terms of the offer are accepted.

Offeror/ offereeAn offer is not «mere willingness to

deal or negotiate». John says: «Hey, Peter, I will sell you some

calendars…» but no specifications as to quality, size, style or price:

At this stage: NO LEGALLY BINDING CONTRACT between John and Peter.

OFFER

It occurs when the party answering the offer agrees to the offer by way of a statement or an act.

Acceptance must be:

ACCEPTANCE

Unequivocal (would not lead to any misunderstanding)Communicated by the offeree to the offeror

It is the price paid for the promise of the other party.

It must be SOMETHING OF VALUE, although it must not need to be money.

It would be some RIGHT, INTEREST, OR BENEFIT going to the other party.

CONSIDERATION

Intention, or «Intention to create legal relations»: It is a concept which implies that the parties have entered into a contract which is ENFORCEABLE at law.

NO INTENTION: not enforceability.

A) The style of written contracts (long sentences, no contractions, etc).

B) Formal expressions (due to the fact that, until such time as…, in the near future).

C) Technical words (retailer, outlet, defective, etc)

D) Archaic compound words (hereinafter, thereon, thereof, herein)

E) Common words in contracts related to products or services.

F) The structure of a contract (parties, the definition section, the recitals, etc.)

**Long sentences and too many words: 100 words or more

**No punctuation (Ex: “If such financing cannot be obtained within the time specified above then either Purchaser or Seller may terminate this agreement and any earnest money deposited by Purchaser will be promptly refunded. “)

**Sometimes, different word order. Inversion. (Ex: Were the negotiations to fall through, it would bring about unforeseen problems)

** Formal and old-fashioned words: aforementioned.

**Passive voice. **Technical words. (terminate; undertake;

expiration of date). **Synonyms and redundancy. (Ex: last will and

testament)

Different sections we will encounter in a commercial contract:THE PARTIESTHE RECITALS- Background or reasons for entering into a contract

DEFINITION SECTION- How certain words must be interpreted

OPERATIVE PROVISIONS- Obligations that each party agrees to do.DELIVERY OF GOODS OR SERVICES- The time when the obligations will be carried out.

THANK YOU VERY MUCH!!

AUGUST 5 , 2016

ADELA AND MAURICIO