Exercise 1. Match the terms with their definitions.

1. A proposal made by a party to a contract 2. Legal competency 3. A written order from a law court demanding that something shall or shall not be done 4. The failure of a party to a contract to carry out the terms of the agreement 5. An order by the court to a breaching party to do what he or she agreed to do under the terms of the contract 6. The assent to the terms of an offer 7. Means of seeking justice in court 8. A new offer with new terms that makes the original offer invalid 9. A disadvantage suffered by a party because of a promise made to it

a. counteroffer   b. injunction   c. acceptance     d. breach     e. remedy   f. offer   g. specific performance   h. capacity     i. consideration

Exercise 2. Decide if the statements are true (T) or false (F).

 

1. An offer and a counteroffer are essential elements of a contract.

2. Consideration does not exist in all jurisdictions.

3. All contract terms should be in the written form.

4. The non-breaching party can seek remedies in court.

5. Third parties generally have rights and duties under a contract.

 

Exercise 3. Complete the sentences using the given terms.

 

specific     party    offers   binding   damages unwritten  sue    breach                          remedy

 

1. The injured party is not interested in damages but in …………………….. performance.

2. This ……………………. is never used in contracts of employment.

3. You are not a ……………………. to a contract, so you cannot file a suit.

4. There are many kinds of ……………………… agreements which the law describes as contracts.

5. English law does consider some kinds of advertisements as …………………..

6. The amount and type of ……………………can vary by jurisdiction.

7. A contract is a …………………………. agreement.

8. It is necessary to prove that there was a contract and that one of the parties is in ……………….. of it.

9. You have a choice to …………………. either in the law of contract or in tort.

 

 

Exercise 4. Match the verbs with the nouns.

 

1. terminate	_ a warranty
2. delegate	_ an offer
3. be tricked into	_ damages
4. negotiate	_ rights
5. file	_ signing an agreement
6. breach	_ duties
7. make	_ terms
8. sue for	_ a conract
9. assign	_ a suit

 

Exercise 5. Speak about contracts using the plan.

 

1. Name and explain the essential elements of a contract.

2. What can make a contract illegal?

3. What types of terms can a contract consist of?

4. What are the remedies in case of a breach?

5. What is the rule of privity?

 

Reading 2.

 

Signing of a contract should be the end of a great deal of work, not the beginning of the relationships. If the parties haven’t negotiated everything up front, in future they may face ambiguities, disputes and finally litigation.

That’s why before a contract is even drafted, try to find out as much as you can about your opposite number. It’s important to know how long the firm you are contracting with has been in business, as well as talk to previous customers, check if there have been any complaints, if the firm has been involved in any suits or experienced any other problems. Do it, because the best contract in the world will do you little good if you are working with someone unreliable.

It’s no less important to investigate the nature of the business you will be involved with. Different businesses will be organized in different ways, will have different needs, different industry customs and sets of standards, different trade jargons, and, frequently, different consequences of a contract breach. 

Both parties must have similar understanding of what exactly they hope to achieve with the contract and how they plan to do it. Poor understanding of each other’s particular needs and expectations can create great confusion, added expense and can result in litigation.

Contract forms are acceptable for minor, routine transactions, but no major contracts should rely on forms. In fact, boiler-plate contracts are things commercial litigation consists of. They are not created for particular business circumstances, do not address the needs of the parties, do not anticipate the problems that can arise. Besides, boiler-plate language may not fit the transaction and can cause difficulties for both parties.

A very important part of a contract is the signature on the bottom line. Certain employees can negotiate but do not have the authority to sign contracts. To avoid misunderstanding, have the contract draft reviewed by those who will actually sign the completed contract.

 

Continue the glossary.

 

up front	заранее
ambiguity	неясность, двусмысленность
drafting a contract	составление проекта контракта
opposite number

 

Comprehension questions.

 

· Why is it necessary to prepare thoroughly before signing a contract?

· How can you check the background of your opposite number? Why should you do it before entering into a contract?

· Why is it advisable to learn the nature of the business you are going to be involved with?

· Why do both parties need to understand the purpose of the contract very clearly?

· Why shouldn’t you rely on standard form contracts for complicated transactions?

 

Reading 3. Extracts from United Convention on Contracts for the International Sale of Goods

 

Chapter 2. Obligations of the Seller

 

Article 30

The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention.

 

From Article 35

(2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they: …possess the qualities of goods which the seller has held out to the buyer as a sample or model…

(3) The seller is not liable…for any lack of conformity of the goods if at the time of conclusion of the contract the buyer knew or could not have been unaware of such lack of conformity.

 

Chapter 3. Obligations of the Buyer

 

From Article 58

(1) If the buyer is not bound to pay the price at any other specific time he must pay it when the seller places either the goods or documents controlling their disposition at the buyer’s disposal in accordance with the contract and this Convention…

(3) The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity.

 

From Article 60

(2) Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the seller may not, during that period, resort to any remedy for breach of contract. However, the seller is not deprived thereby of any right he may have to claim damages for delay in performance.

 

Chapter 5. Provisions Common to the Obligations of the Seller and of the Buyer

 

From Article 74

Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of conclusion of the contract…

 

From Article 79

(1) A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of conclusion of the contract or to have avoided or overcome it or its consequences.

 

From Article 81

(1) Avoidance of the contract releases both parties from their obligations under it, subject to any damages which may be due. Avoidance does not affect any provision of the contract for the settlement of disputes or any other provision of the contract governing the rights and obligations of the parties consequent upon the avoidance of the contract.

 

Translate the clauses of the Convention into Russian.

 

Match the beginnings of the clauses with their endings without consulting the text of the Convention:

 

1. The seller must deliver the goods, hand over any documents relating to them and	_ at the time of conclusion of the contract the buyer knew or could not have been unaware of such lack of conformity
2. Except where the parties have agreed otherwise, the goods do not conform with the contract unless they:	_ Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of conclusion of the contract…
3. The seller is not liable…for any lack of conformity of the goods if	_ the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity
4. If the buyer is not bound to pay the price at any other specific time he must pay it	_ transfer the property in the goods, as required by the contract and this Convention
5. The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless	_ he could not reasonably be expected to have taken the impediment into account at the time of conclusion of the contract or to have avoided or overcome it or its consequences.
6. Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the seller may not, during that period,	_ any provision of the contract for the settlement of disputes or any other provision of the contract governing the rights and obligations of the parties consequent upon the avoidance of the contract.
7. Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach.	_ when the seller places either the goods or documents controlling their disposition at the buyer’s disposal in accordance with the contract…
8. A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that	_ resort to any remedy for breach of contract. However, the seller is not deprived thereby of any right he may have to claim damages for delay in performance.
9. Avoidance of the contract releases both parties from their obligations under it, subject to any damages which may be due. Avoidance does not affect	_ possess the qualities of goods which the seller has held out to the buyer as a sample or model

 

 

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