Under Common Law,

Exceptions to the rule of consideration:
promises (in writing) to pay past debts;
promises to pay for benefits/services
received;
modification of a contract for the sale of
goods; option contract; guaranty
contract; and
promissory estoppel.
The doctrine of promise
estoppel


A promise will be enforceable without
consideration if:
(i) the promisee acts or forbears in reliance
on the promise; and
(ii) this action or forbearance was reasonably
foreseeable by the promisor.
Usually applied in a situation of a promise
to make a gift.
Sources of Rules Governing
International Sale of Goods
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United Nations Convention on Contracts for
the International Sale of Goods
National Law
Principles of International Commercial
Contracts
International Customs and Usages:
Incoterms
CISG

1.
2.
Background Introduction
Lex Mercatoria
UNCITRAL-furthering the progressive
harmonization and modernization
at UNIDROIT to prepare a uniform law
for the international sale of goods in
1930. In 1964, two drafts were
submitted in Hague.
Drafts to diplomatic conference
Criticism-primarily reflecting the legal
traditions and economic realities of
continental Western Europe
ULF
The Convention relating to a
Uniform Law on the
International Sale of
Goods
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

ULIS
The convention relating
to a Uniform Law on the
Formation of Contracts
for the International
Sale of Goods
3. CISG
in order to be accepted widely, study on the
former two convention were made and a new
convention CISG was adopted by diplomatic
conference. Details see CISG test and
explanatory note.pdf
National Law



Still important partly due to the
incomplete coverage of contractual
issues by CISG, and partly attributed to
the legal and cultural tradition of
different countries.
In common law counties, rules are
embodied in case law.
American statutes have been adopted.
Eg. 1951, Uniform Commercial
1. UCC, the primary commercial law for
domestic transactions in the United States.
2. Drafted as a model law, however, it has been
adopted by all US states, but Louisiana.
3. It covers many areas, but the sale of real
estate or services, insurance, and intellectual
property not included.
4. U.S became a member of CISG, having been
a supplanted.
5. contracts not covered by the CISG, turns to
UCC or other statutes. Otherwise, they are
covered by common law.
PICC


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
Principles of International Commercial
Contracts
is model law playing importantly in the
field
Preparation
Framework
Comments
Preparation



1968, UNIDROIT
Propose to initiate a “restatement of law”
at international level.
Members of the Group were legal
scholars, leading experts in contract law
and international trade law. Until 1994,
it was published.
Framework
3.
Widely covered area
Extending to transactions in services and
investment
Establishing commercial principles
Freedom to contract
Good faith
Fair dealing
4.
Favor contractus

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
1.
2.
Comments
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In nature it is a model law, non-legal-binding
document;
More frequently used as an alternative of
national law and CISG in the area of
international contract practice and dispute
resolution;
Covers more categories of sales rather than
sale of goods
Individuals free to choose, considered “best
practice”
International Customs and
Usages:
Incoterms


Abbreviated trade terms describing such
matters as the time and place where a buyer
is to take delivery, the time and place for
payment, the price, the time when risk of loss
shifts from the seller to buyer, and the costs
of freight and insurance.
Built up by International Chamber of
Commerce( ICC), first published in 1936
Incoterms


1.
2.
Attention: Incoterms is limited to matters
relating to the rights and obligations of the
parties to the contract of sales with respect
to the delivery of goods sold.
Two misunderstandings:
It applies to the contract of carriage;
It is wrongly assumed to provide for all the
duties.