An introduction
Dr. Valentina Adami Verona, 31.05.2012
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The legal professions:
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Bringing and defending an action  the parties:
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An alternative to litigation  Settlement: parties avoid
going to trial by reaching an agreement
◦ Solicitor (general legal adviser): “to be admitted to practice as
a…”;
◦ Barrister: “to be called to the bar as a… by one of the four Inns
of Court”, “pleading a case” (advocate);
◦ lawyer/attorney;
◦ judge;
◦ prosecutor
◦ Claimant (US: plaintiff, petitioner or complainant)  Brings an
action: “files a claim” (US: complaint), or “issues a claim”, or
“starts proceedings”
◦ Defendant  Defends an action: files an acknowledgment of
service (US: answer); must serve a defence within a certain time;
counterclaim
Dr. Valentina Adami Verona, 31.05.2012
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Tort = a civil wrong that results in harm to a person
or property (vs. a criminal wrongdoing)
The parties:
◦ claimant  injured party: sues for damages or for an
injunction
◦ defendant  tortfeasor: is liable for the tort (vs. guilty of a
crime)
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Examples of torts: trespass to the person (battery,
assault…); trespass to property (real property or
personal property); defamation (libel or slander)
Negligent tort, intentional tort, strict liability tort
Dr. Valentina Adami Verona, 31.05.2012
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Contract = an agreement between two or more
parties that is binding in law / a legally
enforceable agreement
Generates rights and obligations that may be
enforced in the court
Phrases and expressions:
formation of an enforceable contract / of a binding
contract; to enter into a contract; to be a party to a
contract; to comply with the contract / to do what is
required under the contract; to make an offer; to
accept an offer; to make a counter-offer; to
negotiate a contract; to agree on the terms of a
contract;
Dr. Valentina Adami Verona, 31.05.2012
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Offeror (makes an offer) – Offeree (accepts an offer
or makes a counter-offer)
Offer = a statement of willingness to contract
accoding to the terms proposed with the intent that
it will become a binding contract if accepted
Acceptance = unconditional assent to all the terms
of the offer
“Firm offer” means “unequivocal” (it does not mean
that it cannot be withdrawn)
“Consideration”: = the bargain. Each party gives
value to the other (a one-sided promise is not a
binding contract in English law)
Dr. Valentina Adami Verona, 31.05.2012
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Terms = the undertakings stipulated in a
contract (rights and obligations of parties)
Contractual terms are classified as:
◦ conditions (fundamental terms) OR
◦ warranties (minor terms)
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Vitiating factors= factors that can invalidate a
contract
Void OR voidable
Misrepresentation: makes the contract voidable
“to rescind a contract”; “to terminate a contract”
Dr. Valentina Adami Verona, 31.05.2012
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= when a party fails to perform his obligations
under the contract, or performs the defectively
Breaching party vs. non-breaching party (or
injured party or innocent party)
Remedies for breach of contract:
Restitution (= to have what you gave returned to you);
Damages (= financial compensation); Specific
performance (= to force the breaching party to
perform the contract); Injunction (=to prohibit the
breaching party from doing something [prohibitory]
or to require him to do something [mandatory])
Dr. Valentina Adami Verona, 31.05.2012
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to be in breach; to breach a contract; the
contract was broken by one party; to file a
lawsuit against the breaching party; to sue for
damages for breach of contract; the court can
award damages to the injured party; to claim
damages for the losses incurred; discharge of
contractual obligations (by performance, by
agreement, by breach)
Dr. Valentina Adami Verona, 31.05.2012
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“company”: US vs. UK vs. EU vs. rest of the world
firm, corporation, limited liability company,
partnership…
Incorporated vs. unincorporated enterprises
Registered company (US, corporation):
limited/unlimited
Shareholders, directors, employees, creditors,
debtors…
Certificate of incorporation, constitutional
documents, statutory forms, memorandum of
association, articles of association…
Dr. Valentina Adami Verona, 31.05.2012