- •Высшая школа экономики
- •I. Company law
- •1 Read through the text quickly and decide which of these phrases (a–f) best expresses the topic of each paragraph (1–6).
- •2 Some of the important roles in company management are discussed in Reading 1 above. Which roles are mentioned?
- •3 Here is a more comprehensive list of roles in company management.
- •5 Below is an extract from the articles of incorporation of a us company. Read through the text quickly and tick the issues it addresses.
- •6 Read the text again and decide whether these statements are true or false.
- •7 For each of these words or phrases, find the italicised word(s) in the text on
- •8 Read through the text again, noting how shall and may are used.
- •10 Read the first paragraph of the article. What situation is the bill trying to improve?
- •11 Read through the entire article and decide which of the following headings (a–f) would be most appropriate for each paragraph (1–6).
- •12 Decide whether these statements are true or false.
- •13 Do you agree that the llp is long overdue? In your view, is there also a need for such an institution in your jurisdiction?
- •14 Read the first three paragraphs. What does the dispute specifically involve?
- •15 Read the whole text and choose the best answer to each of these questions.
- •16 Choose the best explanation for each of these words or phrases from the text.
- •17 Answer these questions.
- •18 What is your opinion of the case? Do you think the shareholders’ claim is justified?
- •21 In Reading 4, which deals with a dispute concerning a company’s bylaws,
- •Vocabulary: distinguishing meaning. Which word in each group is the odd one out?
- •Vocabulary: prepositional phrases. Complete these sentences using the prepositional phrase from Exercise 4 that best fits in each. For some of the sentences, there is more than one correct answer.
- •Verb–noun collocations.
- •Increase the pay to staff above a certain percentage?
- •II Contract Law
- •1 Read the text and think of a suitable title for each of the two parts. Compare them with the titles given by your group mates.
- •2 Give Russian equivalents to the following words:
- •3 Complete the sentences (try not to look at the text):
- •4 Speak on the following:
- •5 Read the text about elements that are necessary for a valid contract. The parts of the text are mixed up. Put them in the correct order from 1 - 5.
- •6 Discuss with the partner
- •7 Read the text “Contract Law and Business”
- •8 Comment upon the diagram below.
- •2 Vocabulary. Give synonyms to the following words.
- •3 Match the words with their definitions.
- •Illegal obligation oral performance property signed terms
- •Newspapers write Newspapers write Newspapers write Friendly environment
- •The g8 countries agree on climate change, and more besides
- •Vocabulary
- •Financial times
- •Vocabulary
- •III . Family Law
- •1 Read the texts about different traditions to get married and compare the traditional wedding in Britain and the us with that in Russia.
- •2 Give Russian equivalents of the italicized words and expressions
- •3 Make up a summary of the text above by answering these questions:
- •4 Read through the entire text and decide which of the following headings (a–f) would be most appropriate for each paragraph (1–6).
- •5 Discuss the following questions:
- •6 Choose a topic for a short composition (write 180 – 200 words):
- •7 Before you read the text look up the meaning of the following:
- •8 Read through the entire text and decide which of the following titles (a - g) would be most appropriate for each part (1 - 7 ):
- •9 Discuss the following topics:
- •10 Write your own opinion on the following:
- •11 Vocabulary: Find a match
- •I. Before you read discuss these questions.
- •Vocabulary
- •1. Write what you think of the problem of dividing the assets of spouses.
- •2. Read another article from the Economist. It is about autistic children.
- •Vocabulary
- •Попова Татьяна Петровна Legal Reading Учебно-методическое пособие по чтению для студентов 3-го курса факультета права
- •Часть 1
3 Complete the sentences (try not to look at the text):
1. Contracts are agreements which …
2. When making a contract we should be certain that …
3. The failure to perform a promise creates…
4. The Uniform Commercial Code…
5. A unilateral contract is …
6. A bilateral contract is …
7. An "executory" contract is…
8. An "executed" contract is…
9. A "void" contract is…
10. An "express" contract is…
11. An "implied" contract is…
12. A "quasi-contract” is …
4 Speak on the following:
1. What is a contract in terms of law?
2. Give your own illustrations for each type of contract mentioned in the text.
Reading II
5 Read the text about elements that are necessary for a valid contract. The parts of the text are mixed up. Put them in the correct order from 1 - 5.
The first has been done for you.
A 2
B … D …
C … E …
A VALID CONTRACT
.
A In addition to the terms of agreement, a contract, to be enforceable in a court of law, must have the following essential elements:
The contractual obligations must be voluntarily assumed. Therefore a contract must consist of an "offer" made by one party and an "acceptance" of that offered by the party to whom it was made. This is called consent, "mutual assent" or, popularly "a meeting of the minds."
B In all express contracts, as distinguished from those, implied by law, the words and actions of the parties must reveal an intention to create a contract which the law will recognize. This intention can be determined from the provisions of the contract and the legal interpretation of those terms
C Each party must have contributed some consideration toward the creation of the contract. There must be a quid pro quo, a something in exchange for something else to make the deal a binding one. A mere gratuitous promise, not made in reliance upon a reciprocal promise, is not binding and not enforceable.
D Illustration: A person who has been legally declared to be insane cannot enter into a legal contract. He has no capacity to contract. Finally, the purpose and subject matter of the agreement must be legal and not in violation of any law or contrary to the public policy or morals of the place where the contract is made.
E Each of the participants to the transaction must have legal capacity to enter into the deal. They must have no legal disability which would prevent them from making a contract. Illustration: An agreement to rent a house for the specific purpose of operating a house of prostitution, where such is unlawful, is void.
6 Discuss with the partner
1. Is the definition of a contract given by American law different from that of British law? How?
2. What elements can make a contract valid?
Reading III
7 Read the text “Contract Law and Business”
and name the 6 conditions a contract must meet in order to be enforceable
A contract is any agreement between two or more parties that is enforceable in court. As Figure 3 shows, a contract must meet six conditions to be enforceable. It must involve the agreement and consent of two capable parties. It must result in some consideration to both parties. And it must be legal and properly drawn up. If all of these conditions are met, one party can seek legal recourse if another breaches (violates) the terms of the agreement.
Agreement of Both Parties. The simplest element of a contract, agreement is the serious, definite, and communicated offer and acceptance of the same terms. If an auto parts supplier offers in writing to sell a repair shop rebuilt engines for $400 each and if the repair shop accepts the offer, the two panics have reached agreement.
You cannot be held to a clearly joking offer to pay someone $1 million to wash your car. Nor can you be billed $ 100,000 by a repairperson who decides to accept your vague offer “I'll pay top dollar if you fix my air conditioner.” An offer contained in a letter that is never mailed is not a contract. And no contract exists if a supplier offers to sell you ten records for $ 1 and you make a counteroffer of eight records for 75 cents, because no agreement has been reached.
Real Consent of Both Parties. Beyond mere agreement, a legally enforceable contract must involve real consent. That is, the contract is not enforceable if any of the parties involved have been affected by an honest mistake, fraud, or pressure. Consider a few possible cases.
A manager of a small department store agrees verbally to buy ten dresses from a designer based on a sample showing a retail price of $50, but later learns that the dresses sell for $100.
A manager orders a painted sign with the company's name but the sign company delivers a neon sign instead.
A supplier threatens to cut off a firm's credit unless the company increases its orders dramatically.
The mistakes, fraud, and pressure (sometimes called duress) in these cases limit the degree of real consent between the two parties and make these contracts unenforceable.
Capacity of Both Parties. To give real consent to an agreement, both parties must demonstrate legal capacity (competence). A person who is judged mentally ill or incompetent by a court of law cannot be held to a contract. Someone under the influence of alcohol or other drugs might not be judged competent.
In addition, a person who is not of legal age cannot enter into a binding contract. Legal age varies from state to state and with circumstances. For most contracts, the legal age is either 18 or 21. However, some states permit 15-, 16-, and 17-year olds to marry (a legal contract), and a number allow minors to borrow money to pay the costs of a college education.
Consideration to Both Parties. An agreement is a legally binding contract only if it includes an exchange of considerations — items of value. Thus, if your brother offers to paint your room for free, you can't sue him if he doesn't do it. But «items of value» do not necessarily entail money, changing hands. For example, an accountant might agree to prepare a fence contractor's tax return next year in exchange for the contractor's installing a new fence at the accountant's home. Both the tax preparation service and the fence installation service are items of value.
It is important to note that contract law does not require contracts to be rational. Nor does it require a contract to provide the best possible bargain for both sides. Enforceable contracts need only include «legally sufficient» consideration. The terms of the contract are met as long as both parties receive what the contract calls for. However, as the International Report «At Their Bidding No More» shows, competitors who work together to rig prices may be subject to legal action.
Legality of the Contract. To be enforceable, a contract must be for a lawful purpose and must comply with federal, state, and local laws regulations. Thus a contract to buy cocaine, which is an illegal drug in the United States, would not be upheld by the courts. A contract between two companies to fix the price of a product (price-fixing) is illegal and thus would not be enforceable. And despite the popular idiom, a mobster cannot put out a legal contract to have someone killed.
Proper Form of the Contract. A contract may be written, oral, or implied from conduct. To be enforceable, however, a contract must be written if it involves goods worth over $500, the sale of land, or an agreement that will take more than one year to fulfill. For example, a valid contract to work as an engineer on a 14-month dam project would have to be in writing. All changes to a written contract must also be in writing.
Breach of Contract. If an agreement conforms to all six of the .conditions just discussed, it is a legally enforceable contract. What can one party do if the other party fails to live up to the terms of the contract? Contract law offers a variety of remedies designed to protect the reasonable expectations of the parties and, in some cases, to compensate them for actions taken to enforce the agreement.
As the injured party to a breach of contract, you might simply decide to cancel the contract and refuse to live up to your parts of the bargain, since the other party has not kept faith. Or you might decide to sue the other party for damages up to the amount you lost as a result of the breach. If money cannot repay the damage you suffered, you may demand specific performance — that the other party fulfill all the terms of the original contract.
For example
you might simply cancel a contract for carpet shampooing if the company's employee fails to show up to clean your carpet.
you might sue for damages if you have to hire a different, more expensive caterer for your wedding reception because the company you originally hired backed out at the last minute.
you might demand that the owner of an antique Stutz Bearcat automobile sell you that car, as agreed - not a new Jaguar. In some cases, dissatisfied buyers have also found recourse in tort law.