Contract law. Учебное пособие

6)соглашениеонеразглашенииконфиденциальнойинфор­

мации,

7)договор на аренду помещения,

8)договор франшизы,

9)соглашение о возмещении убытков,

10)договор о паевом участии,

11)мировое соглашение,

12)заказ на покупку,

13)дистрибьютерское соглашение.

2.Translate the sentences into English:

1)Вам необходимо заполнить договор на продажу автомобиля до 17 марта.

2)Согласно двухгодичной гарантии на автомобиль, я могу обращаться в любой дилерский центр.

3)Банк может получить право на ваши активы и имущество, если вы подписываете договор обеспечения.

4)Мы можем подписать трудовое соглашение с вами на пять лет.

5)Соглашениеонеразглашенииконфиденциальнойинфор­ ­ мации обязывает стороны соблюдать конфиденциальность в течение одного года.

6)Если вы хотите снять квартиру, то должны подписать договор на аренду помещения с собственником.

7)Вчера мы подписали договор франшизы с владельцем известной марки и будем представлять их продукцию в Новосибирске.

8)Мы должны обсудить условия соглашения о возмещении убытков до подписания договора.

9)Мы являемся партнерами согласно письменному соглашению о сотрудничестве, которое регулирует распределение прибыли и убытков.

10)Мы можем надеяться на получение части имущества при разрешении спора мировым соглашением.

11)Вам следует оформить заказ на покупку 25 апреля, но вы должны указать номер заказа и условия доставки.

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III. METHODSAND TERMS

OF PAYMENT

Read and translate the text

Offers usually state the terms on which the goods are to be paid, or terms of payment.

Terms of payment usually mean the currency, time of payment, mode of payment and the conditions under which a seller will complete a sale. Typically, these terms specify the period allowed to a buyer to pay off the amount due, and may demand cash in advance, cash on delivery, a deferred payment period of 30 days or more, or other similar provisions.

An advance payment is a type of payment that is made ahead of its normal schedule, such as paying for a good or service before you actually receive the good or service. Advance payments are sometimes required by sellers as protection against non-payment, or to cover the seller’s out-of-pocket costs for supplying the service or product.

If you have a fixed price, there are no extras — e. g. packing and delivery of goods or travel costs in the case of services. If the price is variable — e. g. by reference to time spent, then it is advisable to specify a daily or hourly rate.

You should know the essential methods of payments:

•PIA— payment in advance;

•Net 7 — payment seven days after invoice date;

•Net 10 — payment ten days after invoice date;

•Net 30 — payment 30 days after invoice date;

•Net 60 — payment 60 days after invoice date;

•Net 90 — payment 90 days after invoice date;

•EOM — end of month;

•21 MFI — 21st of the month following invoice date;

•1 % 10 Net 30 — 1 % discount if payment received within ten days otherwise payment 30 days after invoice date;

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IV. REQUIREMENTS FORACONTRACT

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Contract law contains formal requirements for persons making contracts: minors, insane persons, seriously intoxicated persons, convicts, and aliens have no capacity to contract. Such persons are considered to be illegally competent.

When you make a contract, take essential details into consideration:

1.If a contract is complex or involves much time or money, put it in writing. The words are to be understandable and clearly reflect your intention.

2.If a prepared contract is presented to you for signature, read it carefully, especially if it is a contract of adhesion.

3.Insist on definition and explanation of all terms. Make necessary changes, or reject the entire contract.

4.All changes should be written into the contract on all copies as well as on the original.

5.When any payments have been made in cash, be sure to get a receipt.

HOW TO WRITEALEGAL CONTRACT

1.Be aware of the basic requirements of all contracts. Contracts have three essential elements: an offer, an acceptance of that offer, and sufficient «consideration», or what each party will «get» out of the contract. The contract should be written in such a way that the parties involved clearly understand the contract without an attorney to interpret it. This will help all parties be clear about their obligations. A contract also protects everyone involved in case the contract is breached or unfulfilled.

2.Make sure all parties are legally able to participate. You should only form a contract with someone who has the authority to carry out the contract (like a company’s owner or CEO). Further-

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more, a contract will not be legally valid unless everyone involved is an adult with the legal ability, or «capacity», to enter into a contract. Capacity is usually determined by a person’s age and mental competence. The following considerations should be taken into account:

•in almost all cases, a contract is not legally valid unless the parties involved are at least 18 years of age. Look up the laws in your state if you think your case might be an exception;

•if minor wishes to enter into a contract, a guardian may, in some circumstances, do so on their behalf. In most states, an emancipated minor can enter into a contract as if he or she were an adult;

•all parties must have the mental capacity to fully understand the contract. Even an adult may not be capable of understanding what the contract requires him or her to do. For example, a person with a severe intellectual disability might be unable to understand his or her legal rights and obligations. This person could not enter into a legally binding contract;

•a contract is void if either party is intoxicated or otherwise mentally impaired when the contract is signed;

•a contract is also void if it is entered under duress or coercion. For example, if a robber is holding you at gunpoint and you verbally agree to go to your bank and give him/her all your money, this is not a valid contract because both parties did not willingly enter into the agreement.

3. Ensure all parties are in agreement. For a contract to be legal, an offer must be made and accepted. Before you write up a contract, all parties should have the same general idea about what the contract will stipulate; this is usually in the form of «if X happens, thenYwill occur». In legal terms, this is known as a «meeting of the minds», or mutual agreement.

having a discussion about the terms beforehand saves time, because if the information in the contract is not acceptable to one of the parties, it will have to be revised. For example, your contract may say «Mr. Smith will sell Mrs. Brown his 2012 Toyota Prius in exchange for $12,000». The price and details of the exchange were likely agreed to prior to the contract being written.

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4.Start with basic information. Write the date at the top of the page, then write the names or company names of all parties in this format: «This contract is between ___ and ___».

Contracts between businesses (or between an individual and a business) should include the business’s full legal title, including designations such as «LLC» or «Incorporated».

If there is other identifying information you want to include, such a person’s title, include it here.

5.Detail the exchange of consideration. In clear, readable language that is easy to understand, describe what services or goods are being exchanged. In some cases, money may be exchanged for these goods or services. In other cases, a bartering of services or goods may be exchanged.

Use short, clear sentences broken into short paragraphs. Provide a numbered heading for each paragraph to make references easier.

When possible, use plain language, rather than legalese. If the parties go to court, the judge will decide the case based on how the contract would be interpreted by the average person. However, there are certain terms or phrases that have historical precedent and exact legal meaning that will facilitate a court’s interpretation of the contract.

Write explicitly what one party is promising to deliver and what the other agrees to pay or do in exchange.

If services are part of the deal, state what services will be performed. Specify who will perform the services, for whom, where, when, for how long and for what consideration. For example, you could write a contract with these terms: «Jane Smith agrees to copyedit 300 pages for ABC Publishing by August 3, 2013 for a flat rate of $2,000, to be paid in full within 30 days of delivery». Or, you could write a contract that stipulates that you will mow your neighbor’s lawn once a week for two months in exchange for them helping you re-tile your roof next weekend.

If you are selling real estate, provide a legal description of the property and its exact location. You may wish to have a lawyer or

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real estate agent help you with this. Legal descriptions of real estate have very specific requirements that can be difficult to provide on your own.

When selling goods, state the color, size, make, model, delivery date, and any other identifying details.

6.Include a clause describing how the contract will be terminated. Specify how long the contract will last. If it’s for a one-time exchange of services, state that it will be terminated upon completion of the transaction. If it’s a contract for ongoing services, you may want to state that either party may end the contract by giving 30 days’notice.

Include language about what will happen if someone is in breach of the contract. For example: «If Jane Smith does not copyedit 300 pages for ABC Publishing by August 3, 2013, this contract is null and void».

Be aware that a minor breach of contract may not void the rest of the terms. For example, if Jane Smith was contracted to copy-edit 300 pages for ABC Publishing by August 3, 2013, but only completed 285 pages, this would likely be considered a minor breach. Because Jane Smith has completed a substantial amount of the work and appears to have made a good faith effort to fulfill the contract, it is unlikely thatABC Publishing could completely nullify the contract. However, they probably could be eligible for some sort of remedy, such as paying a lower rate.

Add dispute resolution terms that specify how the issue will be handled if a breach occurs. Note who will pay attorney’s fees and court costs and specify the jurisdiction of any court action (city or county and state). If the contract is for a small business, consider adding a mediation or arbitration clause, which is substantially less expensive and time-consuming than a court trial.

7.Reserve the last page for the parties to sign and date the contract. Provide spaces for each name and spaces for the date the contract is signed.

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Vocabulary

requirements — требование supply — поставлять comply with — исполнять

merchantable goods — ходовой товар misrepresentations — искажения vague — нечеткий, неверный incomplete — неполный

fees — плата, гонорар attorney’s fees — оплата адвокату warranties — гарантии

minors — несовершеннолетние insane person — невменяемый человек

specific requirements — особые требования to get a receipt — получить квитанцию

legally competent — юридически компетентный be terminated — быть расторгнутым

Exercises

1.Complete the missing information from the text. 1) Minor is someone who…

2) Goods and services included in a contract must be...

3) If the proposal is vague or incomplete...

4) Legal rights and duties must be...

5) Medical and dental fees...

6) The subject of a contract is...

7) Time of delivery is...

8) All changes in all copies...

9) Get a receipt when...

2.Answer and discuss the following problem:

SPS CompanymadethecontractwithCentralLeatherCompany to supply 35 pairs of men’s black shoes and 40 pairs of men’s brown shoes by July 1. All terms were discussed and the contract was

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V. METHODS OF CONTRACT DISCHARGE

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When the contract is made, the parties take on certain duties (or obligations) and have their own rights.The contract takes effect only from the moment it is signed. A contract of real estate needs notarization. The offerer has no right to fulfill the contract either before or after the appointed time, without consent of the offeree.

To discharge a contract means to legally terminate a contract under specific situations. One way to discharge a contract is through rescission. This means a contract can be legally terminated by mutual agreement, by law or court action, or by one party for a reasonable cause. Here are a few examples where rescission may be the right option:

•one or more parties were under duress at the time the contract was written;

•all or some of the parties were not of legal age to enter into the contract;

•one or more of the parties misrepresented the promises;

•the contract contained mistakes.

Contract basics remind us that all parties must be of legal age and of free will to enter into a legally binding agreement. The agreement must also contain accurate and factual information. Otherwise, it can be considered fraudulent.

Generally speaking, a contract remains valid until complete performance occurs. This means until the promises of the contract have been fulfilled.

Say you hired a painter to stain your outdoor deck. You offer him a certain amount of money to perform the job. He accepts and promises his best work to be completed in a certain amount of time. Once the deck is stained and you pay the worker, the contract ends. It is discharged.

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