International Trade Law
Feb 27- Jun27, 2013
 Instructed by Miss Wei Xuezhi
 Wei Xuezhi , the lecturer from teach and
research section of international law,
contacting her :
by phone : 18806310077
by email: xuezhi_wei@sina.com

Chapter 1. International Sale of
Goods
Definition of Contract?
 Classification of Contract
 Essential Elements of a Valid Contract
 Sources of Rules Governing International
Sale of Goods

Warm-up Questions:
In your opinion, what is a contract?
 Contract may be made for different
purposes. Name one.
 Do you think a gambling contract will be
enforced by court?
 What legislation governs contacts for sale
of goods between private parties in China?

What is Contract?

It is “an agreement between two or more
parties which creates an obligation to do
or not to do a particular thing, and which is
enforceable in law.”
-----Black’s Law Dictionary
Under common law,

The Restatement (second) of Contracts of
the United States defines Contract as
“ 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”.
Under civil law,

The nature of contract is
a “meeting of minds” or “mutual assent”.
eg. French Civil Code provides:
“Contract is a mutual assent with
which one person or more is obliged to
give a thing, to do or not to do a thing to
one person or more persons”.
Contract Law of the PRC
defines “ a contract is an agreement
establishing, altering, or discharging a
relationship of civil rights and
obligations between natural persons,
legal persons or other organizations
with equal standing.”
“Contract”=“Agreement”?
The answer is ,on most occasions, they are
synonyms. Exceptions:
1. Memorandum-whether words or actions
clearly indicated their intention to be
bound.
2. Letter of Intent-whether parties show
their attention.
Classification of Contract

Due to different purposes,
sales contracts, employment contracts,
leasing contracts, construction contracts,
agency contracts, warehousing contracts,
brokerage agreements, licensing
agreements for transfer of technology,
contracts for carriage and transportation of
people and cargo
As for the form of contract,
there are
1. written contract- tangible form,
written contract, letter or electronic
message including telegram, telex,
facsimile, electronic data exchange and
electronic mail
2. oral contract
Considering the different legal
consequences,
Contract
Valid Contract
may be enforced by
law
Void Contract
Voidable Contract
have no legal effect
one party may at his
option either enforce
or not enforce.
Causes
of
Void Contract
a contract
by fraud or duress
and
Interests are harmed
A contract by
collusion in bad faith,
State interests are
harmed
A contract with illegal
Purpose under
Guise of a
Legitimate transaction
A contract against
public interests
Circumstances for a
Voidable Contract
Due to a material
mistake
Grossly
Unconscionable at
The time of its
conclusion
By fraud, duress,
Or hardship
In the view of allocation of rights
and obligations,

Bilateral contracts
consists of an
exchange of promises
*
“quasi-contract”
cannot be invoked by
the party who has
conferred a benefit on
someone’s misconduct
or negligence.

Unilateral contracts
refers to only one party
promises to undertake a
performance, and other
party is free to act.
Essential Elements of a Valid
Contract under civil law
A valid contract
Parties must have
Legal capacity to
contract
Minors
Mutual assent by
Offer and acceptance
Mental incompetents
Must not be illegal or
contrary to public
policy
Essential elements under
common law
A valid contract
has consideration
if
“legal detriment”
Required-promisee
“Bargain”
Requirement
-promisor