business law2
Business law 关键字知识整理
·注意，第一个数字表示第几课，第二个表示在该课的第几页，可能会有小差异（正负1页）。
这个基本上把书上面出现的所有特殊名称（包括人名和法律条款都没有放过）展现，应该说，凡事黑体划线甚至是大写的基本没有放过。
部分大小写没有太注意，不过不会影响查找。
25 January Phillip lands in Bo tany Bay……1.751AA……9.109 Geo IV Ch. 83……1.7Abolished……9.15Absolute Privilege绝对特权……4.17Absolute Title绝对所有权……3.2ACCC（Australian Competition of Consumer Commission）……9.4Acceptance……5.4合约接受一项要约，即是受要约人在要约有效期及以要约要求的方式显示（不论是明示或默示）其愿意无条件按要约的条件受合约所约束Actual Authority……10.3委托人根据协议下或在合同授予代理人之权限Actual Defense……4.10在普通法下，有欺骗意图的欺骗行为，或妄顾陈述的真确或虚假Actual intent……4.18在合同法中，合约一方的主观意图。
当有可接纳的证据证明合约双方的明示意图，法庭便会就该意图作出相应判决Actual possession……3.2有关产权、对财产当前的实质保管或管制权，或于一处地方拥有该财产而该人于该地拥有保管该财产的权利或权力Actus reus……4.18犯罪行为。
构成罪行的自愿行为或不作为；该项罪行的实质因素Administrative Conflict of Juridictions……2.8Affirmation ……8.8确认，当原告人发觉事实上他有权利撤销合约的时候，若他将合约视作继续存在，他会被认为已确认该合约因而不能撤销该合约Agency ……8.2代理人跟委托人的关系，代理人可以影响委托人跟第三者的法律关系Agreement ……8.8Agreements……7.9Amadio type……8.18Amadio‟s case……7.15Amadio……9.1American Declaration of Independence……1.1Ampol……9.15An option……5.3Anarchists……1.2Anticipatory breach ……8.11提前违约，违约的一种，使受诺人可以在承诺人于指定时间履行合约前终止合约Anti-competition……9.1Anton Pillar order ……8.11该命令强令被告人准许原告人查看被告人的处所，目的在于找出及带走与原告人案件相关的任何资料。
《商法(英文)》business law -Case analysis 1 (2)
1.H (D) was the president of a golf club (P) from 1971 to 1990. In 1979, a real estate brokerinformed H (D) that property adjoining the golf course was for sale. H (D) bought the property in her own name, disclosing this information to the Club’s (P) board after the transaction was completed. Subsequently, H (D) obtained other adjoining property and eventually sought to develop homes on these properties. The Club’s (P) of directors opposed this development and asked H (D) to resign. The Club (P) then filed suit against H (D) for breaching her fiduciary duty by taking a corporate opportunity without disclosing it to the board. The trial court ruled for H(D), holding that acquiring properly was not in the Club’s line of business. The Club (P) appealed.Issue: Must corporate officers and directors disclose all relevant information prior to taking personal advantage of any potentially corporate opportunity?Key points: Yes, corporate officers and directors must disclose all relevant information prior to taking personal advantage of any potentially corporate opportunity. Corporate officers bear a duty of loyalty to their corporation. This duty must be discharged in good faith with a view toward furthering the interests of the corporation. And the director may take advantage of a corporate opportunity only after meeting a strict requirement of full disclosure. In the present case, the case mus t be remanded to develop the factual record with regard to the “fulldisclosure” principle.2.Guaranty Trust Company was a chartered trust company whose board of directors includedMeek (D), who was chairman of the board of directors and president of the company, his wife, his son, who ran the day-to-day operations of the company, and three outside directors. When Meek (D) took on fewer duties and semi-retired, his son began investing in GovernmentNational Mortgage Association certificates on a highly leveraged basis. Guaranty sustained increasing losses on this investment as interest rates rose, and finally was forced to file for bankruptcy. When Meek (D) was held to be have breached his duty of care as a director, and to be liable under the statute, he appealed, claiming that his son had made the initial investment decision and that his duty of care should be lessened because he was semi-retired.Issue: will a director be liable under the business judgment rule by failing to be diligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk?Key points: Yes, a director may be liable under the business judgment rule by failing to bediligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk. Directors and officers are charged with knowledge of those things which it is their duty to know and ignorance is not a basis for escaping liability. Where suspicions are aroused, or should be aroused, it is thedirector’s duty to make the necessary inquiries. Meek (D) had a duty to keep abreast ofGuaranty’s investments. His breach of duty resulted from both his delegation of authority to his son without adequate supervision and his failure to avert Guaranty’s continued exposure toincreasing indebtedness.3.Smith(P) and other shareholders of Trans Union Corporation (D) brought a class action suit torescind a cash-out merger that had been approved by Van Gorkom (D) and other members of the board of directors and ultimately approved by an overwhelming majority of the stockholders.After listening to the evidence, the court held that the business judgment rule applied to raise the presumption that the action taken by the board was an informed one made in good faith in the honest belief it was in the corporation’s best interests. Renewed allegations that the board of directors acted without sufficient information and that the stockholders were also notsufficiently informed prior to their vote of approval formed the basis of the appeal by Smith (P).Issue: Must a decision made by the board of directors be an informed one in order for it to be protected by the judgement rule?Key points: Yes, the business judgment rule affords protection for informed decisions made by a board of directors. The concept of gross negligence is the proper standard for making thatdetermination. Here, it is evident the board did not make a deliberate determination whether to approve the merger. A director cannot abdicate his duty by leaving the decision to theshareholders alone, and even they were not adequately informed.4.After several of the directors of the Kirby Foundation, a nonstock charitable corporation, suedFred Kirby (D) for breach of fiduciary duty to the corporation, Oberly (P), the attorney General, intervened on behalf of the beneficiaries of the charity. Oberly (P) alleged that the directors of the Kirby Foundation(D) had breached their fiduciary duties to the corporation by voting to approve the transaction between the Foundation and Allegheny Corporation, because all four Foundation directors(D) held large blocks of Allegheny stock and therefore had an interest in the transaction. The court of chancery upheld the fairness of the Allegheny exchange. The attorney general (P) appealed, alleging that the Allegheny transaction should be judged under principles of trust law, rather than corporate law.Issue: do the interested directors bear the burden of proving the intrinsic fairness of aninterested transaction by showing the entire fairness of the transaction in all its aspects,including both the fairness of the price and the fairness of the directors’ dealings?Key points: Yes, the interested directors bear the burden of proving the intrinsic fairness of an interested transaction by showing the entire fairness of the transaction in all its aspects,including both the fairness of the price and the fairness of the directors’dealings. As long as agiven transaction is fair to the corporation, and no confidential relationship is betrayed, it may not matter that certain corporate officers will profit as the result of it. The key to an adequate evaluation of the fairness of a transaction is reliable and complete information. Several factors supported the decision of the Foundation’s directors (D) not to seek alternatives to theAllegheny transaction. This court finds that both the negotiations and the price were fair. Although the law requires that corporate directors evaluate the propriety of a given transaction on the basis of a full complement of information, it does not require that they seek a formal fairness opinion. In light of the high cost of a fairness opinion, we do not believe that the directors (D) in failing to seek one.。
国际商法 第二版 英文版 姜作利 课件
2020/3/8
III Sources of international business law
D International trade customs and usages
• Influence: not law, but plays an important role. • 1. as binding rules by agreed upon by the parties to the
2020/3/8
III Sources of international business law
A National law
The most important source. Take China as an example: The Contract Law Trademark Law Chinese-Foreign joint Venture (Cooperative) Law, The Civil Procedure Law Arbitration Law
Examples: 1. Model Law on International Commercial Arbitration by
the United Nations Commission on International Trade Law （联合国国际贸易法委员会国际商事仲裁示范法 UNCITRAL Model Law） 2. Principles of International Commercial Contract by the International Institute for the Unification of Private Law （国际统一私法协会国际商事合同通则, UNIDROIT PICC ）
Business Law
Topic 1Public lawPublic law is a theory of law governing the relationship between individuals (citizens, companies) and the state. Under this theory, constitutional law, administrative law and criminal law are sub-divisions of public law.Private lawPrivate law is that part of a civil law legal system which is part of the jus commune that involves relationships between individuals, such as the law of contracts or torts[1] (as it is called in the common law), and the law of obligations (as it is called in civil legal systems).Doctrine (信条) of reception (接收)In common law, the doctrine of reception (properly, reception of the common law of England in a colony) refers to the process in which the English law becomes applicable (适用的) to a British Crown Colony (英国直辖殖民地).Topic 2Australia was formed in 1901, with 6 separate states, share the powers between the states and the governmentThe doctrine of separationLegislative make lawExecutive manageJudiciary interpret and applyThe doctrine says all three branches must be separate, but in reality, the legislative and the executive are connected because of the governmentThe queen is the crownThe governor general represent the crown, doesn't have the real power, it is for ceremonySenateHouse of the representativesJudicial powerOnly high court can interpret constitutionTopic 4Court HierarchyAustralia has separate systems of courts at Commonwealth, state and territory levels. Each court system is arranged as a hierarchy, by dividing the courts into different levels of power and importance. Each state and territory has its own court hierarchy, and ach court had its own jurisdictions.Jurisdiction (司法权、权限)The power of a court to hear certain types of casesCourt system in China最高人民法院高级人民法院中级人民法院初级人民法院ADR - Alternative dispute resolutionInvolves using methods outside the court system to resolve disputesOnly in civil mattersThe standard of proofThe degree of proof required in order to succeed in a legal action.•Criminal cases: Beyond reasonable doubt•Civil cases: On the balance of probabilitiesThe Victorian Court HierarchyJuryA panel of people drawn from the community who can decide the outcome of some cases Doctrine (信条) of Precedent (先例)Cases involving similar facts should be resolved in a similar way by courts, which means stand by what has already been decided.Further, a lower court in a hierarchy must follow a decision of a higher court in the same hierarchy where the facts of the 2 cases are similarReason: Fairness and consistencyPrecedent(先例) – Judge – made LawA precedent is a decision of a court that establishes one or more legal principles, known as common law, case-law or judge-made law.Essentially a lower court in a hierarchy is bound to follow a decision of a higher court in the same hierarchy where the facts of the 2 cases are similar. The decision of the higher court would be referred to as a binding (捆绑) precedent.There are other precedents that a court may not be bound to follow but may still be useful to that court in making decision which are called persuasive precedents.Precedents will only be created by these courts where there is no existing law or where the existing law has been added to or varied in some way to deal with new circumstances.What part of a precedent is a court bound (obliged, must) to follow?•Courts must follow the ratio decidendi of earlier similar decisions•Courts are not bound to follow obiter dicta contained in earlier decisions Adversary (对手) System of TrialA “trial” is the hearing of a case (civil or criminal). 2 or more parties bring an action to court and are likened to opponents in a sporting match to debate. P 41QuestionsWhat do we call the part of a judge’s decision tha t must be followed in lower courts in the same hierarchy?What is the difference of the standard of proof in a criminal matter and in a civil matter?改错题Jane is suing Billy for negligence, claiming that the food she ate in his restaurant was not fresh and made her ill. She is claiming specific performance of $50,000 from Billy. The trial is set for June 12 in the Supreme Court of Victoria. To avoid going to jail, Billy must prove beyond reasonable doubt that the food in his restaurant was not the cause of Jane’s illness.Parts of the AnswerDamage is 50,000, under 100000 so she should not go to Supreme courtThe civil matter is called a hearing not a trialIn a civil matter billy will not be sent to jailJane is the plaintiff so she is responsible for the proofTopic 5Sole trader•One person owns and controls•Owner keeps all profits•Owner is not separate legal entity•Death or illness could be a problem•Unlimited LiabilityPartnership also have unlimited liabilityCompany•Separate legal entity•Fictional person•Incorporated•Can sue and be sued•Can make contracts•Constitution and or replaceable rules•Perpetual existence•Limited liabilitiesDisadvantages•Document requirement•More responsibleThe veil of incorporationA company’s separate existence, like a protection (the veil) between the company and the shareholders, from liability for company obligations债务.Shareholders’ rightsReceive a proportion of the company’s profits in the form of dividendsTake part in management of the companyReceive certain financial info from the companyReceive a proportion of the company’s capital if the company is wound up (terminated) Proprietary and Public CompaniesRegistering a Business NameOnly you use the owner’s surname and initials, or the company must be registered Question1.Roy runs a second hand hospital equipment sales business, called Recyled Roy. Though hiswarehouse is situated in Victoria he sells equipment online across Australia. Under the business names legislation, where does he have to register his business name?•He has to register the company’s name in every state and territory, because he’s selling the equipment across Australia.2.What protection does the veil of incorporation provide to company owners?•Protection from liability and company debts3.Emily is currently operating as a sole trader in the fashion industry. As she is becoming moresuccessful, she has been advised to incorporate her business. Explain what incorporation means and what are the advantages and disadvantages of incorporation•Incorporation is the legal process by which a by which a business becomes a company.This means it is a separate legal entity from its directors, shareholders, employees, members and creditors.•Advantages (when taking exam, write in sentences)1.Limited liability2.Perpetual existencepany can sue and be sued in its own name•Disadvantages4.Strict reporting responsibilities to ASIC5.Profits are shared6.Many different individuals (CEO, Directors, and Shareholders) have aninfluence on the running of the business, so less of control by the owner.7.Shareholders of a publicly listed company have the right to receive dividend股息Topic 6A power of attorney (全权委任书)A universal agent (总代理) has unrestricted (无限制的) authority to act on behalf of the principal.The most common way in which they may be appointed is under a power of attorney. P82 AgencyImportant partiesPrincipalAgentThird PartyWhat are the duties of an Agent to the principal?1.Obey the principal’s lawful instructions2.Act in person3.Act in the principal’s best interests4.Not misuse confidential info5.Not make a secret profit or take a secret commission6.Take care of the property of the principal7.Keep separate and proper accountse reasonable skill and diligenceExplain what is a mercantile agent?Mercantile (商业) agents, to do with buying and selling, that have possession of another person’s goods for the purpose of the selling those goods. P83Agency can be created by:•Ratification (批准) : is the approval or confirmation by a principal of an agent’s act after the agent has performed them.CaseRose is an employee in the International Education Department at Henan University. She is responsible for ordering stationary. She decides that the department’s software needs updating, so places an order for new software. Her boss, Mr Shu, was unaware of Rose’s order at the time she made it and did not authorize Rose to act on his behalf. However, he subsequently agrees with her that the software needs updating and supports her action.Has an agency relationship been created?If so, explain how.Topic 8NegligenceWhat is the standard of proof of negligence?•Criminal cases: Beyond reasonable doubt•Civil cases: On the balance of probabilitiesWho is your neighbor in law?A person who is closely and directly affected by my actIn order to prove negligence all of the following 3 elements must be proven:1.The defendant owed a duty of care to the plaintiff (the Neighbour Principle)2.The defendant breached that duty of care3.The plaintiff suffered damage as a result of that breach(In exam, can write only the duty of care, the breach of care and damage)To decide whether it is (workbook p 133IssueRulesApplicationApplying the test of reasonable foreseeability (Donoghue & Stevenson), a reasonable person in Monica’s position would have foreseen that a member of the public could be injured on the wet floor on rainy days if the door was not repaired or the side entrance not blocked off.ii. The vulnerability and control test (Perre v Apand)Applying the vulnerability and control test (Perre v Apand), Monica as owner of the supermarket could control the site and prevent or minimize risk of injury to the public.Her customers were relying on her to keep the area safe.2. Was there a breach of the duty of care? (Standard of care)4.Did the plaintiff suffer damage?CaseLily was dining at a local restaurant with some friends. The restaurant had a leak in the roof near the toilets and in rainy weather water would collect in a small puddle in front of the ladies’ toilet, which was located on top of a set of small stairs. The owner of the restaurant, Jason, was aware of the problem but had not yet organized roof repairs. It was raining heavily outside the night Lily and her friends were eating in the restaurant.As Lily was coming out of the ladies’ toilet, she stepped in the puddle and slipped, falling down the stairs near the toilet. She sprained her ankle, broke her arm and sustained bruising. She was unable to work for 3 months and her medical bills totaled $40,000. After seeking advice from a lawyer, Lily decided to sue the restaurant.1.Is this a civil or criminal matter?Explain the reasons for your answer.2.On which party is the burden of proof?3.What is the standard of proof in this matter?4.What types of legal action can Lily take against Jason, the restaurant owner?5.What legal outcome would Lily hope to achieve?AnswerThis is a civil matter as it is a legal dispute between 2 citizens. Lily, the restaurant customer, could sue Jason, the owner of the restaurant in negligence. (Or the main issue is whether Lily could successfully sue Jason the owner of the restaurant in negligence.)The burden of proof, known in law as the onus of proof, lies with Lily, who is the plaintiff in this legal action. Lily must prove on the balance of probabilities that Jason was negligent in failing to repair the roof of the restaurant.(Briefly state whether the plaintiff can prove negligence.You do not need to follow and apply the Negligence format attached to the…)The requirements of negligence to be proved by Lily are DOC, Breach and Damages. Occupiers of land must take reasonable care to avoid a reasonably foreseeable risk of injury to anyone who comes onto their land. (Australian Safeway Stores v Zalzuna.) SO, Jason owed a duty of care to Lily to ensure there was no water on the floor which she could slip on and injure herself.(Note: it is also acceptable to briefly apply the reasonable foreseeability test and vulnerability and control tests if you wish)It would have been fairly easy and not too costly for Jason to repair the leaking roof and his failure to do so is likely to amount to a breach of the duty of care. The injuries Lily suffered werecaused by Jason’s breach of the duty of care. There are no defenses available to Ja son…Lily could claim special damages of $40,000 for her medical expenses and 3 months’ salary as loss of income. She could also claim general damages for pain, suffering and anxiety. It is unlikely that her injuries would affect her future earning capacity or create any long-term loss of enjoyment of life.Topic 7 Contract Law在英国法中，作为合同内容的合同条款从形式上可以分为两类，即明示条款（express terms）和默示条款（implied terms）。
business law
The types of business law
公司法 Company Law 商标法 Trademark Law
海商法 Admiralty Law
保险法 Insurance Law
票据法 law of Negotiable Instrument 商业银行法 Commercial Banks Law
Legal terms
Sue 控告， 法院﹚ 控告，向﹙法院﹚起诉 Prosecute 对…提出公诉 提出公诉 Trademark 商标，品牌 商标， Court 法院， 法院，法庭 Lawyer 律师 Case 案件， 案件，诉讼 Judge 法官、﹙纠纷等的﹚仲裁人 法官、 纠纷等的﹚ Defence 被告方（包括被告人及其辩护律师） 被告方（包括被告人及其辩护律师） Litigation 诉讼 争讼 诉讼,争讼
Characteristics
技术性 Technicality
B
Rentability 营利性
A
characteristics
C
Compatibility 兼容性
Variability 变动性
E
D
Internationalis m 国际性
orange
What’s your opinion about this case? a. The company already used the color on its other brands. b. Only part of the company could be prosecuted.
The second case
Going Green (环保绿的官司） 环保绿的官司） 环保绿的官司
《国际商法》PPT课程课件全编精选全文
国际条约(或公约)对缔约国具有法律约束力,实践中,各国为了奉行条约必须信
守的古老法律原则,一般将其相关的内容在国内法中予以体现。但是,国际商法
在本质上属于私法范畴,当事人的意思自治原则在一定程度上可以减损国际公约
(或条约)的效力,由此致使其不具有绝对的强制执行力。例如,各国国情不同,在
英美法系
(二)英国法的结构、特点和渊源
3.英国的法院组织体系
➢ 英国的法院体系比较复杂,有高级法院和低级法院两类。前者包括上议院(枢密院司
法委员会)、上诉法院和高等法院三种,后者包括王冠法院、郡法院和治安官法庭三
种。郡法院和治安官法庭作为英国最低一级的法院,分别审理辖区内争议标的在5
除法国、德国外,许多欧洲大陆国家如瑞士、意大利、奥地利、荷
兰、卢森堡、比利时、西班牙、葡萄牙、瑞典等都适用大陆法系。
另外,曾受大陆法系国家殖民统治过的拉丁美洲、非洲,以及近东
的一些国家也实行大陆法系,英美法系国家中的个别地区,如美国
的路易斯安那州和加拿大的魁北克省,也实行大陆法系。另外,日
本、土耳其等国,以及我国台湾地区,也引入了大陆法系。
各种方式把商法纳入
本国的国内法,使之
成为国内法的一部分,
从而使商法失去了它
原有的国际性。
第二次世界大战后,
特别是20世纪60年
代以后,随着世界生
产力的增长,各国之
间的经济联系日益密
切,经济生活越来越
国际化,互相依赖的
程度也大大增强。
洲地中海沿岸是世
界各国贸易的中心,
意大利的威尼斯、
热那亚等一些城市
则是这一贸易中心
➢ 英国法分为普通法与衡平法,这种二元性结构是英国法的一个主要特点。
重庆大学经管学院关于英文期刊等级的划分
经管院[2010]4号重庆大学经济与工商管理学院关于教师发表学术论文奖励办法(修订版)一、教师申请论文报奖时，由申请者凭论文原件和复印件（包括期刊或论文集封面、目录和文章首页，并在封面上注明申请者姓名）一份，在科研秘书处填写申请表，提出论文发表奖励申请。
二、教师发表的学术论文将依据其登载期刊的类别分别予以不同奖励（税前奖励金额）：1．中文A类经济管理期刊以学院认定的17种刊物为准，A类期刊中的《经济研究》、《中国社会科学》为10000元/篇，《管理世界》、《管理科学学报》为6000元/篇；A类期刊中的其它期刊为3000元/篇。
英文SCI、SSCI经济管理期刊中，A+类---40000/篇，A类---20000/篇，B类---10000/篇，C类---6000/篇（包括除英文SCI、SSCI经济管理期刊中的A+类、A类和B类以外的其它英文SCI、SSCI经济管理期刊论文，以及英文EI核心版期刊论文）；中文B类经济管理期刊以CSSCI、CSCD收录为准（均不包括扩展版），800元/篇。
2．各类学术期刊增刊、专刊或专辑上发表的论文不予奖励，各类学术期刊上发表的短文减半奖励。
中文A类和英文SCI、SSCI经济管理期刊中的A+类、A类和B类学术期刊名录见附件。
3．发表中文期刊论文，第一作者为教师本人，或第一作者为教师本人指导的研究生而第二作者为教师本人，而且作者单位是重庆大学经管学院；发表英文期刊论文，第一作者为教师本人，或通讯作者（至少应是第二作者）为教师本人，而且作者单位是重庆大学经管学院。
4．发表在国内期刊英文版上的学术论文，视同国内同类期刊中文版上的学术论文对待。
5．国际、国内会议论文不予奖励。
三、以上论文奖励办法自2010年1月1日起执行。
四、本次修订的奖励办法若与原有的奖励办法出现冲突，以本奖励办法为准。
重庆大学经济与工商管理学院2010年2月25日附件：重庆大学经济与工商管理学院中文权威及A类学术期刊权威学术期刊：经济研究中国社会科学管理世界管理科学学报A类学术期刊：金融研究会计研究经济科学经济学动态统计研究中国管理科学系统工程理论与实践中国软科学世界经济科研管理系统工程学报数量经济技术经济研究管理工程学报重庆大学经济与工商管理学院经济管理类SCI/SSCI英文国际学术期刊论文奖励分类目录（试行）A+类A类B类。
中国政法大学民商法学专业攻读硕士学位研究生培养方案
民商法学专业攻读硕士学位研究生培养方案专业代码：030105一、培养目标民商法专业硕士研究生的培养目标如下：1、具有较高的思想品质，行为端正；2、能够系统掌握民法与商法的体系与核心，具有研究能力；3、至少掌握一门外语作为工具；4、不仅具有扎实的理论功底，而且能够理论联系实际，为司法实践部门输送骨干力量。
二、研究方向1、民法2、商法3、知识产权法4、亲属法5、继承法6、罗马法三、学习年限1、硕士研究生基准学制为三年。
2、提前完成培养计划，成绩特别优秀的，可以申请提前一年毕业。
3、课程学分修满后未完成学位/毕业论文的，由本人申请，导师同意，学院批准，报研究生院备案后，可以提前离校，学位申请和论文答辩可延长至四年。
4、在规定的最长期限内不能完成全部学业的，以结业论。
四、课程设置及学分要求硕士研究生课程学分不少于34学分，总学分不少于36学分；跨学科和以同等学力考取的硕士研究生课程学分不少于38学分，总学分不少于40学分。
一一一学位公共课（计10学分）马列经典著作选读108学时4学分第一外国语144学时4学分专业外语 36学时2学分一一一学位专业课（计12学分）民法总论 72学时 4学分商法—公司法与证券法 72学时 4学分民法物权 72学时4学分民法债法（包括合同法） 72学时 4学分一一一选修课（计10学分，其中本专业选修课至少6学分）继承法 36学时2学分商法—信托与投资基金法 36学时2学分侵权行为法 36学时2学分名家讲习与学术课堂 36学时2学分破产法与重整法 36学时2学分票据法与保险法 36学时2学分亲属法论 36学时2学分知识产权法 36学时2学分民事诉讼法总论 36学时2学分罗马法论 36学时2学分比较民法 36学时2学分第二外国语非指定选修课一一一读书报告（计2学分）在学期间应在本专业或本学科范围内至少做读书报告2次。
一一一补修课（计4学分）民法学 36学时2学分经济法学 36学时2学分五、其他教学环节一一一科研论文（2学分）应在第一学年和第二学年分别提交一篇3000字以上的学年论文或高水平的调研报告，经导师评阅后计2学分。
美剧Boston Legal波士顿法律第2季第7集剧本英语
Boston LegalTruly Madly, DeeplySeason 2, Episode 7Written by David E. Kelley2005 David E. Kelley Productions. All Rights Reserved.Broadcast: November 8, 2005Transcribed by ImamessShirley Schmidt: Did he say what it was about?Paul Lewiston: No. And I tried to get him to tell me. He said he’d only speak to you.Shirley Schmidt: Well, I’ve got the Weaks coming in. They’re fighting over the Nantuckett house again.Paul Lewiston: He says he’ll only speak to you!Shirley Schmidt: Dwight! How are you?Dwight Biddle: Oh. Not good Shirley.Shirley Schmidt: Why?Dwight Biddle: Jeanie is leaving me.Shirley Schmidt: What? Why?Dwight Biddle: And she’s trying to have the marriage annulled.Shirley Schmidt: That’s ridiculous. Not to mention impossible. You’ve been married over twenty years.Dwight Biddle: She just wants it all erased. As if, as if I never existed I guess.Shirley Schmidt: Why? What’s gotten into her?Dwight Biddle: Well it’s more what I’ve gotten into I suppose. I strayed.Shirley Schmidt: You? Well, I, I, I can’t pretend I’m not shocked. Even so, infidelity isn’t grounds for annulment. There’s something you’re not telling me.Dwight Biddle: I strayed with Wendy. You’ve met WendyShirley Schmidt: Wendy. Your cow?Dwight Biddle: We became very close. One night I’d had a bit to drink I suppose. Jeanie and I had been a little estranged and…Shirley Schmidt: You strayed with livestock?Dwight Biddle: It’s not what you think. It was all very loving. I know Jeanie, she’s gonna try to make me out a big sicko.Shirley Schmidt: Gee.Dwight Biddle: Obviously I made a mistake. But I’ve been a good husband for twenty-three years, a deacon at our church, a model philanthropist, a respected professor at a major university town selectman even.Shirley Schmidt: Ha, ha. You sleep with one cow!Dwight Biddle: Please don’t make sport, and don’t make light. I don’t wanna lose my wife! Denise Bauer: You cannot turf this one to me.Shirley Schmidt: Oh, but I can.Denise Bauer: Shirley…Shirley Schmidt: Look. I can defend almost anyone against almost anything, but growing up I had a cow.Denise Bauer: You?Shirley Schmidt: Not sexually! As a pet. Bumpy. I had dogs, cats, a tree frog, but Bumpy. I cherished that animal. To think what Dwight… I can’t go there Denise.Denise Bauer: What makes you think I can?Shirley Schmidt: You’re being asked to. The name of this firm is Crane, Poole and Schmidt. I’m Schmidt.Denise Bauer: Shirley, please, I am begging you.Shirley Schmidt: Someone’s got to do it Denise. It can’t be me.Denny Crane: Denny Crane. I don’t know why I’m here. Denny Crane. I’ve been summoned! Denny Crane. Denny Crane. Denny Crane.Judge Harvey Cooper: Trial date is set for December the second. We will conference a week from today.Denny Crane: Denny Crane. Who the hell called and why? Oh! Denny Crane.Judge Harvey Cooper: Ah! Mr Crane. Recall Jessel would you please?Clerk: Document 166253, Commonwealth versus Ronald Jessel.Judge Harvey Cooper: Mr Crane, you’ve been assigned to represent one of our Indigent defendants, thank you for coming in.Denny Crane: No can do Judge.Judge Harvey Cooper: I beg your pardon?Denny Crane: Indigent are poor. I hate the poor. Can’t pay you.Judge Harvey Cooper: Mr Crane this isn’t a request its court order. Unless you think the senior partners are exempt from civic duty?Denny Crane: Was it a hooker? I can do hookers.Judge Harvey Cooper: It’s a murder case. Your client’s right there.Denny Crane: Defense pleads guilty. We accept the District Attorney’s recommendation for sentencing. Denny Crane.Judge Harvey Cooper: Come back this instant or you will help in contempt sir.Denny Crane: What did you just say?Judge Harvey Cooper: You will meet your client, you will return here this afternoon to enter your plea and you will give him adequate representation. He allegedly killed a thirteen-year-old girl. Hence the presence of the media. He’ll get high profile representation as well. Go!Denny Crane: Hope you die. Denny Crane.Denny Crane: Bet you’d lick my shoes for a murder case. Wouldn’t you kid?Garrett Wells: I would sir.Denny Crane: Because I like you don’t have to lick ‘em, just dust ‘em with your sleeve.Garrett Wells: Yes sir.Marshal Stepcoe: We can’t have a clown waxing on about G8 world issues for God’s sake. It’s a children’s show!Brad Chase: When did you fire him?Marshal Stepcoe: Friday. He filed for the TRO yesterday. Look, this could be a public relations nightmare. He’s the only Zozo this station has ever had.Alan Shore: May I help you ladies?First person waiting: We’re here for the assistant’s position.Alan Shore: Hmm. Congratulations! You’re hired. Thank you all. To Brad. Let’s go inside. Brad Chase: Alan! You can’t just do that. You have to at least interview.Alan Shore: Why? I have a very strong feeling about this one. Can you type?Melissa: SomeAlan Shore: See?Dwight Biddle: What happened to Shirley?Denise Bauer: Shirley likes to assign cases to the hot hand. And right now I’m hot.Dwight Biddle: I’ve known her since we were kids. She knows me! That’s, that’s why I…Denise Bauer: Which is exactly why you should be with someone else. Shirley could be too close to see things objectively.Dwight Biddle: It’s Bumpy, isn’t it? I had such a crush on that cow. That doesn’t make me gay. Denise Bauer: Mr Biddle. Have you, uhm, gotten counseling for this?Dwight Biddle: Yes. Yes. I’m, I’m working on it. Look Jeanie married me for better or worse. Right? And for twenty-plus years it’s been a great marriage. I still love her. I don’t wanna lose her.In Judge Harvey Cooper’s courtroom.Garrett Wells: The defense enters a plea of not guilty Your Honor. At this time we would like to be heard on bail. This matter…Judge Harvey Cooper: Hold on just a second. Where is Denny Crane?Garrett Wells: I’m an attorney from Crane, Poole and Schmidt sir. I’m appearing…Judge Harvey Cooper: I didn’t assign this case to Crane, Poole and Schmidt, I assigned it to Denny Crane, counsel. Where is he?Garrett Wells: He’s back at the firm, sir. Look, I asked him to do a little research.Judge Harvey Cooper: Are you making a joke in my courtroom counsel?Garrett Wells: No sir.Judge Harvey Cooper: Step up here counsel. Have you ever tried a case before, counsel? Garrett Wells: I won my moot court competition at Suffix, sir.Judge Harvey Cooper: Turn around.Garrett Wells: What are you going to do?Judge Harvey Cooper: I asked you to turn around. I see members of the media here! Some of you have video cameras; I invite you to point them this way. We like to think that all are entitled to a fair trial in this country, that we have an advocacy system about truth. But the real truth, the ugly one, is that the Indigent get anything but fairness. On this side we have the District Attorney with fifty homicide trials under his belt. And here, representing the accused, we have a boy who won his Moot court competition in law school. This is how it is people; the poor get the lawyers who can’t get real clients of their own. We have a system where the State matches the best and the brightest against defense attorneys coming out of a pool of inexperience and incompetence. It is an insult to our notion of democracy. It makes a mockery of criminal justice. I will not indulge a mockery in my courtroom. Turn around counsel; put one arm behind your back as if it were tied. Now stand on one leg as if your client barely has a leg to stand on with you as his counsel. Now you hop on out of here. Tell Denny Crane if he doesn’t show up to represent his client he will be jailed. Hah! Now!Brad Chase: The clown goes up first. Why don’t you take him?Alan Shore: You have a real name on this guy?Brad Chase: Yeah. Robert Berrin. He’s been Zozo for thirteen years. I figure I’ll take our client on direct.Alan Shore: This is ‘at will’ employment?Brad Chase: Yes. But the discharge has to be in ‘good faith’, he was up for a big contract bump, so my bet is they’re gonna argue pretext.Melissa: Excuse me? Could I steal Alan for one second?Alan Shore: We’re in a meeting Melissa.Melissa: Oh! Yeah. It’s just, just, I started thinking I think the high of getting the job kind of… It just hit me, the criterion on which I was hired, and that I am hired I just thought that I should be clear. I will not be objectified, I will not be ogled, if I am, I write you up. No touching, no double entendres, no comments on what I’m wearing, if I get any of that I write you up. I am your assistant not your subordinate, if you cross that line I write you up. Follow the rules, we should, we should get along fine.Brad Chase: I told you to interview.Reporter:…scene at the courthouse this morning, Channel 8’s own legal analyst Martin Tupper said he’s never seen anything…Denny Crane: Judge says to hop, you do it?Paul Lewiston: Alright Denny you obviously need to take over this case. We can send Alan in as backup…Denny Crane: I don’t need back up.Paul Lewiston: Denny!Denny Crane: I can handle this case. I can handle this judge. Homicide? Right?Garrett Wells: Homicide and rape.In Judge Jamie Atkinson’s courtroom.Zozo the Clown: Mr Rogers, Sesame Street, Thomas the Tank Engine, The Magic School Bus, oh, you name it; all the top children’s entertainers are educators.Alan Shore: You never said he’d be in costume.Marshal Stepcoe: Always in public.Atty. Michael Roper: But Mr Berrin? Why global warming?Zozo the Clown: Mainly because it’s possibly the number one threat to this planet and our country is doing almost nothing.Alan Shore: Can you do the cross?Atty. Michael Roper: Even so. None of this seems funny. And, ha, you’re a clown.Zozo the Clown: Global warming could result in a rising sea level that could make a huge part of the world uninhabitable. We as Americans have a responsibility, the US makes up four percent of the world’s population, but we produce twenty-five percent of the carbon dioxide pollution. The most of any country. The United States is the leading cause of global warming. We need to take a leading role in finding the solution.Brad Chase: Let’s go, you’re up.Alan Shore: You go.Brad Chase: What?Alan Shore: No questions, Your Honor.Brad Chase: What are you doing?Alan Shore: If you wanna cross-examine him Brad, you do it.Brad Chase: What’s going on?Alan Shore: Nobody ever said he’d be in costume. I’m afraid of clowns.Brad Chase: How can anybody be afraid of a clown?Alan Shore: Keep your voice down.Brad Chase: Now his testimony goes uncontested.Alan Shore: You could have crossed.Brad Chase: I didn’t prep a cross.Shirley Schmidt: What’s going on?Brad Chase: He’s afraid of clowns.Alan Shore: I am not! It was strategy.Shirley Schmidt: Hey!Alan Shore: Any calls?Melissa: Not really. ‘Fraid of clowns? Huh?In Judge Harvey Cooper’s courtroom.Judge Harvey Cooper: You cannot enter a plea of guilty.Denny Crane: Why not?Judge Harvey Cooper: Is it your intent, sir, to plead guilty to these crimes?Ronald Jessel: Oh, no sir.Denny Crane: You’re not gonna take his word for it are you? Come on Judge. If he’d murder he’d lie.Judge Harvey Cooper: Step up here Mr Crane.Denny Crane: He mumbles.Judge Harvey Cooper: You can stop trying to get yourself off the case, counsel. That isn’t gonna happen.Denny Crane: Look, Judge. I can’t defend a man who raped and murdered a thirteen-year-old girl.Judge Harvey Cooper: Somebody’s gotta do it.Denny Crane: Why me?Judge Harvey Cooper: Because I said so.Denny Crane: Which brings me to my second issue.Judge Harvey Cooper: Which is?Denny Crane: You’re a douche-bag. I don’t do well with douche-bags.Judge Harvey Cooper: That won’t work either. You will try this case. All you will accomplish with this unfettered insolence is a jail sentence for contempt after you’ve tried this case. Do I make myself clear Mr Crane?In Judge Clark Brown’s courtroom.Judge Clark Brown: I can understand that she’s horrified, but annul a marriage?Atty. Kimberly Mellon: Your Honor. It is so aberrant. It is such an abomination. It is so abhorrent!Denise Bauer: And she’s just on the A-words.Atty. Kimberly Mellon: Let’s go to B then. Bestiality.Denise Bauer: Is not, never has been grounds for annulment.Judge Clark Brown: Mrs Biddle. Why erase the whole marriage?Jeanie Biddle: Because it was never real. He was always in lover with her.Judge Clark Brown: The cow?Jeanie Biddle: Over the last ten years or so, sometimes when we’d been together, which was never a lot, he’d call out her name. Wendy. And before her there was another cow.Judge Clark Brown: Another cow?Jeanie Biddle: Queenie. I never caught them but I saw the way he looked at her. And he would call out her name too and then try to cover by saying I was his queen. This marriage is not real. And it hurts.Judge Harvey Cooper: Mr Biddle. I need to hear from you.Denise Bauer: Why?Judge Clark Brown: Because I do! It’s shocking! Tomorrow you will sit in that witness chair and tell me why I shouldn’t annul this union you’ve so disgraced.Denny Crane: Say, if you request another lawyer the Judge then…Ronald Jessel: I’m requesting nothing.Denny Crane: You have to. We don’t get along.Ronald Jessel: I like you just fine. You’re a big lawyer with big stuff. You’re just what I need. Denny Crane: Look. I can’t bring myself to defend a man who killed a thirteen year old girl. Ronald Jessel: Oh! Come on, man. Probably did her a favor.Denny Crane: What did you say?Ronald Jessel: I got AIDS, Denny Crane. She could have had a lot of suffering ahead because I really went to town. You know what I mean? She’s probably lucky I ended it quick.Denny Crane: Well! If you really have AIDS, there could be other psychological defenses available to us.Ronald Jessel: Yeah.Denny Crane: Like, ah traumatic distress, insanity perhaps. On the other hand.Ronald Jessel: What you…Denny Crane: It was an accident. He came at me. I feared for my life. He should probably get new counsel.Alan Shore: When’s the arraignment?Denny Crane: Paul’s trying to head it off.Alan Shore: Denny for God’s sake…Denny Crane: Hell, Alan. I’m old and I’m not going to spend what time I have left, not even a day, defending child-rapist-killers. I’d rather go to jail myself. I hear you’re afraid of clowns. Alan Shore: First time in my professional career I actually froze.Denny Crane: What happened?Alan Shore: When I was three years old my mother put some decorative, hideous clown face in my room. It so terrified me I’d wet my bed too afraid to pass him on the way to the bathroom. When I was eight, I was again terrorized by a clown at a parade, the very same face. I wet myself right there on the street. And today, the same face, again! I didn’t dare get up for fear I’d leave a puddle right in the courtroom.Denny Crane: You do have issues? Don’t you?Alan Shore: Denny this is serious. You could be looking at real jail time.In Judge Clark Brown’s courtroom.Denise Bauer: Dwight. Have you sought professional help?Dwight Biddle: Yes. My therapist, he said the geneses of my infatuation could have been the unconditional adoration and acceptance I get from…Denise Bauer: Wendy.Dwight Biddle: Yes.Denise Bauer: And didn’t your therapist also tell you your love for your wife Jeanie is in play here?Dwight Biddle: Yes.Denise Bauer: Could you elaborate?Dwight Biddle: Well, Jeanie looks a little like a cow. You see? I fell in love with Wendy because she reminded me of you.Paul Lewiston: I won’t insult you Scott, by condoning Denny’s actions.Denny Crane: Self defense.Paul Lewiston: But a District Attorney and I know you know this because I taught you, a District Attorney should not bring a case when he lacks a good faith believe of conviction. Denny Crane: Hero.Paul Lewiston: Even if you could refute self-defense…Denny Crane: Jail.Paul Lewiston: …no jury is going to convict him of wounding a man who raped and strangled a thirteen year old girl.D.A. Scott Berger: What message are you asking me to send Paul? If a crime is popular enough don’t prosecute?Paul Lewiston: You haven’t got evidence. It’s Denny’s word against a child-rapist.Denny Crane: Feared for my life.Paul Lewiston: And since you brooch the topic of popularity, you want to make Attorney General, Scott. One needs public support to accomplish that. How popular do you think you’ll be if you prosecute Denny Crane?Denny Crane: Denny Crane.In Judge Jamie Atkinson’s courtroom.Marshal Stepcoe: It’s a children’s show for Gods’ sake. He’s a clown and he’s waxing on about the end of the world.Brad Chase: Did you talk to him?Marshal Stepcoe: Over and over and over. He said he had a social responsibility. My God! We had viewers clicking over to Aaron Brown for a laugh. Our show became preachy, unfunny, ratings started to reflect it and we simply had to get a new clown.Atty. Michael Roper: Zozo talked about 9-11?Marshal Stepcoe: Yes. To help children cope.Atty. Michael Roper: The Columbine shooting?Marshal Stepcoe: Many times he discussed tragic current events…Atty. Michael Roper: So you’re firing him for discussing serious subject matter when he’s done so in the past with your approval?Marshal Stepcoe: There’s a line. Telling our viewers the planet is about to become extinct crosses it.Atty. Michael Roper: After he told the kids to ask their parents about hybrid cars, that’s when he got fired! Wasn’t it?Marshal Stepcoe: This has nothing to do with hybrid…Atty. Michael Roper: WKMW is owned by an oil and gas company.Marshal Stepcoe: … Nothing to do with our parent company. He wasn’t funny. We needed a funny clown.Shirley Schmidt: How’s it going?Denise Bauer: I’m sitting here trying to come up with closing to defend bestiality. That’s how it’s going.Shirley Schmidt: You don’t have to defend it so much as… What’s this?Denise Bauer: Research. Do you realize that studies show ten to thirty percent of sexually active adults have fantasized or had some form of encounter with an animal?Dwight Biddle: Denise, are we ready?Denise Bauer: All set.Dwight Biddle: You don’t have to treat me like a leper, Shirley. I don’t have a disease.Shirley Schmidt: Dwight, you, you’re my friend and I will try to stand by you through this but let’s not pretend you don’t have a serious illness.Dwight Biddle: There are worse things than loving an animal.Shirley Schmidt: Really?! Name three.Dwight Biddle: You know? I was never gonna tell you this. When you were thirteen and your parent sent Bumpy away? It wasn’t to some greener pasture where he’d be happier like they told you. Bumpy went to a slaughter house and then he returned to your freezer. You ate him, Shirley! So don’t get so high and mighty with me! You ate your precious Bumpy!Alan Shore: Why should I have to close?Brad Chase: Why should I? I’ve done everything else.Alan Shore: Exactly, you’ve got a connection going that I lack.Brad Chase: Why are you afraid of clowns? Really?Alan Shore: Because they’re evil, and it simply isn’t right for parents to tell their children to just trust them so.Brad Chase: Did a clown ever do anything to you?Alan Shore: No! They’re just evil.Brad Chase: Alan? You need to close. First, you have a better grip on this whole global warming issue which I tend to dismiss as…Alan Shore: Fuzzy math.Brad Chase: And second, at some point every man, even the half-evolved kind, needs to confront his fears. You need to stand up and deliver this closing.Alan Shore: Will the clown be there?Reporter: Animal Right’s activists are obviously very upset, though it should be noted there is no evidence that the cow never complained.In Judge Clark Brown’s courtroom.Judge Clark Brown: Your client’s behavior doesn’t shock you, Counsel?Denise Bauer: Of course it does, but sex with animals? It’s hardly a new concept. Greek literature is full of it, so it art, Shigall, Rembrandt, Picasso, they’ve all depicted it. To this day men still dream of mermaids and what woman hasn’t had a friend with a half-man, half-bull fantasy. Your Honor, I need you to listen.Judge Clark Brown: Look. If you intend to romanticize the idea…Denise Bauer: Shakespear already did that in A Midsummer Night’s Dream. So did Yeats in his famous poem, Lieda and the Swan. How can these terrified vague fingers push the feathered glory from her loosened thighs?Judge Clark Brown: Lord love a duck!Denise Bauer: So did Lieda. And who can forget King Kong and Faye. And where did Stuart Little come from?Judge Clark Brown: Sex with a cow is outrageous. It’s gross!Denise Bauer: And it’s every bit as shocking as the plaintiff contends but it is not grounds for annulment. And if you suddenly declare that it is? Watch out! Because there may very well be more out there than any of us want to believe. He cheated on his wife. She’s entitled to a divorce, but bestiality is not, never has been grounds for annulment. By the way, in some states? It’s not even expressly outlawed. Of course she’s humiliated and feeling disgraced. But that doesn’t change the fact they had a marriage.D.A. Scott Berger speaking on the television.D.A. Scott Berger: None of this is to say we believe in Mr Crane’s innocence. We don’t. But we have to face the reality we lack a good faith believe of securing a conviction. We’re therefore declining to make an arrest at this time. Personally I am disgusted by his conduct and I will report his actions to the board of bar overseers.Denny Crane: The putz!Paul Lewiston: You oughta be happy.Denny Crane: I’m not happy. He insulted me on live television.Shirley Schmidt: You dodged a bullet, Denny!Denny Crane: And took one right in the ass. The putz!In Judge Jamie Atkinson’s courtroom. Atty. Michael Roper is giving his closing.Atty. Michael Roper: He had incorporated many serious subjects into his programs. All with the stations approval. But when he moved on to global warming, carbon dioxide pollution, he suddenly had to be stopped? Because he was suddenly less funny? No. Because the station was owned by Globaco Oil. This discharge was wrongful, it was in bad faith. My client has built this company’s fortunes for thirteen years being Zozo. It is his livelihood. He’s perhaps the most popular clown in this country! And this court should issue a TRO to stop this outrageous travesty of justice.Alan Shore: I could be wrong but a clown’s main job is to be funny. Global warming is not. Your Honor, the Artic polar icecap is declining at the rate of nine percent per decade. We’re talking about a rising sea level that could wipe out huge pieces of the world’s land mass. More importantly, us! Massachusetts, California, our coast lines. That simply isn’t funny! Unless of course you live in Nevada. Don’t get me wrong; millions of Americans go to sleep at night praying that the nation’s number one clown will finally start caring about global warming. But this is a children’s entertainment show! And let me ask you, “If our own government is allowed to edit and alter scientific findings, if it can control the information flow on this subject? Why then shouldn’t a private television station get to enjoy that same freedom?” You’re a clown. Be funny. Global warming is not.Paul Lewiston: Thirty-fives years Denny, I have never forbidden you to do anything!Denny Crane: Don’t start now.Paul Lewiston: I will call the partners together right now!Shirley Schmidt: What’s going on?Paul Lewiston: He’s going on… Larry King!Shirley Schmidt: What?Paul Lewiston: Tonight. He’s catching the seven o’clock shuttle.Shirley Schmidt: Denny, you can’t be serious?Denny Crane: Why does everybody insist I can’t be serious? This guy Charlie slathered me on live television!Shirley Schmidt: I think you mean slandered.Denny Crane: Well. I’ll have the last word.Paul Lewiston: Listen to me. They could still bring charges if you say something to incriminate yourself.Denny Crane: Give me some credit. Will you Paul?Paul Lewiston: Credit? You shot out your client’s kneecaps!Denny Crane: The public needs to hear from Denny Crane! Humor me, will you?Shirley Schmidt: Please God have mercy?Alan Shore: How could you not stop him?Paul Lewiston: We tried to stop him. We tried to get you to stop him.Alan Shore: Larry King?Brad Chase: Alan? Judge is back with a ruling. Let’s go.Alan Shore: Tonight?Brad Chase: Come on.Alan Shore: Can’t you go by yourself? It’s just a ruling.Brad Chase: You’re doing this.In Judge Clark Brown’s courtroom.Judge Clark Brown: Disgusting! Regrettably this fetish with animals may indeed be more prevalent than we’d like to think. And it’s a slippery slope. Many women derive sexual pleasure riding on a horse. Sick! But we can’t go around annulling marriages every time Debbie goes for a canter! Gross! I’m afraid your only legal recourse Mrs Biddle, is divorce. Sick! We’re adjourned.Denise Bauer: Congratulations.Dwight Biddle: Thank you. To his wife. I may have manifested my love for you in ways that brought you shame, perhaps revulsion, but I do love you. And ah, love is hard enough to find Jeannie without attaching a lot of restrictions.Jeanie Biddle: A lot of restrictions? It’s not like I set of ground rules. But limiting yourself to a single species is one of them. Our species, Dwight.Dwight Biddle: I broke it off. I’m gonna get rid of her. I think I’d like to sell the whole farm. Move to the city, outside of all temptation.Jeanie Biddle: You broke it off?Dwight Biddle: Yes.Jeanie Biddle: You’re never going to see her again?Dwight Biddle: I promise.Larry King: Welcome back to Larry King live, and with me now is Denny Crane the legendary Boston attorney who, just yesterday, apparently opened fire on his own client!Denny Crane: It was self-defense.Larry King: You’re kidding. Self-defense? You’re not really asking people to believe that? Denny Crane: Larry. It’s a crime to shoot people. Even child-raping, murdering, schmucks! Like my client was and still is.Larry King: Okay. But, clearly you’re not saying if a defendant is repugnant enough? Fair game? You’re entitled as a criminal defense attorney to shoot someone? No, no, no. Come on.Denny Crane: It was self-defense. Even if I did simply choose to shoot him which I didn’t because it’s against the law? So what?Larry King: So what?Denny Crane: Larry. You know what the real problem is? Too many criminals get away with it. We got hundreds of thousands of unsolved murders in this country.Larry King: So what you’re saying is, “It’s okay for defense lawyers to take the law into their own hands.”?Denny Crane: No! Come on. You know what’s gonna happen to this child-rapist, murdering, scum? Ashcroft, God bless him, he’s gonna swoop in and he’s gonna transfer this case to the federal court so we can impose the death penalty.Larry King: Denny, Ashcroft is no longer the Attorney General.Denny Crane: Well. Well then, the Spanish guy. Even better. My client’s gonna get the death penalty, bad knees and all, because he deserves it. Then all the bleeding liberals and all of Hollywood will come running to defend him. Make him a cause celeb. But who’s crying for the thirteen year old girl? The problem with the criminal justice system is the criminals have more rights, they get more attention, they get more sympathy than the victims! It’s disgusting, Larry. It’s, it’s, aaah. It’s disgusting, let’s go to the listeners. Hey! Donna in Cincinnati, what do you got?In Judge Jamie Atkinson’s courtroom.Judge Jamie Atkinson: And while I find that the petitioner may very well have a legitimate cause of action, I don’t find such a substantial likelihood of victory that would allow me to issue a TRO. Accordingly I find for the defendant. I wish you all good luck and a satisfactory resolution. Adjourned.Marshal Stepcoe: Oh. Thank you both. That’s a relief.Brad Chase: You’re going to have to settle this.Marshal Stepcoe: We will.Alan Shore: Okay then! Let’s go home.Brad Chase: Alan? You have to do this. You’re forty-four years old. Tell him you’re a fan. Shake his hand.Alan Shore: Will you go with me?Brad Chase: Right by your side.Alan Shore: Ah, Mr Zozo, I a, I just wanted to say how much I’ve always enjoyed your work. Zozo the Clown: Thank you. Would you like to squeeze my nose?Alan Shore: No, no, no. You’ve been more than kind.Brad Chase: Alan?Alan Shore: Well. Perhaps one little squeeze.Denny Crane: You waited up for me?Alan Shore: And I’ve been frantic. You out at all hours.Denny Crane:He chuckles. Did you see the show?Alan Shore: I did. You were inimitable. Denny what possessed you?Denny Crane: Everybody’s so convinced I lost it. I was becoming convinced myself. So I decided to sail it anyway. And I was Denny Crane.Alan Shore:He chuckles. Yes you were. I squeezed a clown’s nose tonight.Denny Crane: Good for you!Alan Shore: Guess we’re never too old to conquer our fears.Denny Crane: I got a call from the Republican National Party tonight. They think I might have future in politics. They wanna put some feelers out, maybe, me running for mayor.Alan Shore: Of Boston?Denny Crane: Uh huh.Alan Shore: We wouldn’t get to be flamingos again.Denny Crane: Of course we would.。
《国际商法(英)》-课程教学大纲
《国际商法》（英）课程教学大纲一、课程基本信息课程代码：16168802课程名称：国际商法（英）英文名称：International Business Law课程类别：专业方向课学时：32学分：2适用对象: 商务英语专业、英语专业（国际商务管理方向）考核方式：（分散）开卷笔试先修课程：《当代商学概论（英）》二、课程简介《国际商法》是研究国际商法相关理论和实际运用的综合性应用学科，是外国语学院商务英语专业的专业基础课，以及英语专业和翻译专业学生的专业方向选修课，是一门用英语讲授有关国际商事法律基础知识的专业课程。
通过对本课程的学习，使学生了解国际商法的基本概念和商业惯例，并培养学生的案例分析能力。
《国际商法》课程主要涉及国际商事法律的三大核心领域——公司法、合同法、买卖法。
具体内容包括：国际商法概述、公司法、合同法以及货物买卖法。
四大章节以课堂讲授为主，讲授国际商法的基础知识、基本理论和典型案例。
另设英文案例分析和分组案例讨论专题。
课程成绩评定以学生的平时成绩50%、期末考核50%的权重来计算。
其中，平时成绩包括小组课堂讲介、案例讨论、个人课堂答问、书面作业及出勤情况等五个部分。
Emphasizing practical application and theory of international business law, International Business Law is a comprehensive and compulsory course designed for Business English majors and optional course for English majors and Translation majors. This course is meant to equip students with the fundamentals of the law relating to international business, such as basic concepts and important practices, and to cultivate students’ elementary ability of case analysis.Examining the three core fields of international business law, namely, company law, contract law and sales law, this course is designed to cover various topics in four chapters on introduction to international business law, company law, contract law, and international sale of goods.Lectures will be focused on legal concepts, important doctrines and typical cases. Some cases will be assigned to students for after-class reading and then in-class discussion. And some special lectures will be devoted to case analysis and in-class case discussion on a group basis.Course assessment is based on the weighted average of class participation 50% and final term case analysis 50%. Marks for class participation consist of five parts --- determined respectively by students’ in-class group presentation, group case discussion, and individual in-class question-answering, written assignments and class attendance.三、课程性质与教学目的《国际商法》是外国语学院为商务英语专业以及英语专业和翻译专业高年级学生开设的专业基础拓展课。
国际商法
国际商法International business/commercial law：is the body of rules and norms that regulates business activities carried outside the legal boundaries of states. In particular, it regulates the business transactions of private persons internationally, and the relationship of international commercial organizations.国际商法是调整跨国商事活动的法律规范的总称。
它调整国际私人商事交易关系和国际商事组织间的关系.1、法的渊源source of law: refer to the body of rules and norms which judges and other arbitrators will draw upon in deciding a case,and where these rules and norms are to be found.(2)The sources of international commercial law include domestic law and international law.1.Domestic law: constitutional law、statute law、administrative law、case law2.International law: Treaties and convention、international model law、Trade custom、General principles、Judicial decisions or publicists’ writing.2、Applicability of the CISG适用范围(1)Applicability: (a) for commercial sales of goods，not for consumer sales.(b)between parties whose places of business are in different countries (nationality not considered)(2)Sales of goods excluded:排除适用的销售1、consumer goods sold for personal、family or household use.2、goods bought at auction(拍卖)3、electricity.4、stocks、securities、negotiable instruments、or money.5、ships、vessels or aircraft.6、assembly contracts7、contracts that are in preponderant part for the supply of labor or other services.8、liability of the seller for death or personal injury caused by the goods parties agree to exclude the Convention or they choose other law.3、Interpreting CISG的解释General principles: (a)the duty to communicate information needed by the other party. (b)the obligation to mitigate damage resulting from a breach.4、General principles laid down in PICC:(1)Freedom of contract (2)Openness to usages (3)Favor Contracts (4)Observance of Good Faith and Fair Dealing.5、区别(1) Differences from the German code:(a)Written in a short period of time; (b)Style and form: Straightforward, easy to read, understandable to everyone.(2)Differences from the English common law: It contains flexible general rules rather than detailed provisions.(3)German Civil Code of 1896Characteristics:(a) Incredibly precise and technical.(b)Special terminology is used.Differences from the French code: It is meant exclusively for the use of trained experts(not lay readers)6、UK law英国合同分类：（1）contract by deed. (2)contract in writing. (3)contract evidenced in writing. (4)oral contract7、Essential elements of a valid contract:(1)an agreement between parties(offer and acceptance). (2)legal sufficient consideration.(3)legal capacity. (4)not for illegal purpose,not contrary to public policy. (5)intention to create legal relations8、offer(1)the concept: An offer is a proposal by one person to another indicating an intention to entera contract under specified terms.(2)requirements of offer: (a)an offer must be addressed to one or more specific persons. (b)an offer must be sufficiently definite and indicates the intention of the offeror to be bound.(3)validity of an offer: An offer becomes valid when it arrives at the offeree.(4)Lapse of offer(失效):(1)on the death either of the offeror or the offeree before acceptance.(2)by non-acceptance within the time prescribed for acceptance.(3)when no time for acceptance is prescribed,by non-acceptance within a reasonable time.(4)express rejection.(5)counter offer.(5)Revocation of an offer(撤销): The offeror notifies the offeree of the invalidity of the offer so as to be free from it before acceptance of the offeree.9、Acceptance(1)concept: Offeree’s manifestation of the intention to be bound to the terms of the other.(2)requirements of acceptance: (1)must be made by the offeree.(2)must be made within the period of validity.(3)must match the terms of the offer exactly and unequivocally.10、Consideration(1)concept:Consideration is some benifit received by a party who gives a promise or performs an act, or some detriment suffered by a party who receives a promise.(2)General rules(对价满足的原则)(a)is required for all simple contract (not contracts under seal). (b)must have sufficient value but need not be adequate to the promise. (c)must be possible to perform. (d)must be legal.(e)must be present or future and can’t be past. (f)must move from the promisee(privity of contract).(g)must not be too vague(moral obligation isn’t consideration)11、General principle of remedies:(1)the doctrine of compensation补偿原则:(a)doctrine of expectation interest.期待利益(b)doctrine of reliance interest.信赖利益(c)doctrine of restitution interest.归还利益(d)the doctrine of limitations on damages减损原则12、Specific performance实际履行Civil law. Specific performance is the usual remedyCommon law. The usual remedy is damages. Specific performance is used only where money damages can’t be calculated or are inadequate.13、Anticipatory breach of contract预期违约：(1)definition:One contracting party may inform the other party, before the time fixed for performance under the contract, that he will not perform his obligations under contract.(2)Remedy: Two ChoicesThe other party thus entitled to terminate performance immediately and claim damages at the date of the acceptance of the breach.He can also select to affirm the contract and demand performance at the time stipulated in the contract.13.SOGAThe Sale of Goods Act 1979 is an Act of the Parliament of the United Kingdom which regulates English contract law and UK commercial law in respect of goods that are sold and bought.14.UCCThe Uniform Commercial Code (UCC or the Code), first published in 1952, is one of a numberof uniform acts that have been promulgated to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America.14. Partnership Law1.Definition: Partnership is the relationship which subsists between persons carrying on a business in common with a view to profit.2.requirements :two or more persons;carrying out a business;as co-owners/co-ownership: profit+management;for profits;intent (to form a partnership).15. Limited Partnership有限合伙A limited partnership is a form of partnership similar to a general partnership, but in a limited partnership, besides one or more general partners, there are one or more limited partners. 由至少一名普通合伙人(general partner)和至少一名有限合伙(limited partner)组成的企业，前者对合伙企业的债务负无限责任，后者则只负有限责任，即仅以其出资额为限对合伙承担有限责任。
chapter 1 国际商法概述解析
三、民法与商法的关系
调整范围局限于商事关系 营利性是商事行为的主要特征 特别法优先于普通法
四、我国的民商立法概况 P13-14
五、中国涉外商事法律制度P14-15
案例分析 P15-16
一、案情介绍： Gaskin V. Stumm Handel GMBH
二、思考角度： 1、真实意思表示 VS 合同内容约定 2、欺诈 or 误解 or 疏忽 3、合同约定 VS 法律规定
2、姜作利：《国际商法》（第三版）
ห้องสมุดไป่ตู้
法律出版社2012年版
3、张圣翠：《国际商法》
上海财经大学出版社2013年版
4、王传丽：《国际经济法》
高等教育出版社 2012年版
Chapter One
Introduction to International Business Law
Key Terms
International business law 国际商法
第二节 渊 源（形式渊源）
一、国际商事条约 Conventions 双边条约和多边条约
实体法条约和程序法条约
二、国际商事惯例Customs 一般做法general practice
习惯usage 惯例custom
三、各国的商事法Laws
大陆法系和英美法系
——辅助性渊源：判例Case、学说Theory
第三节 中国民商法概述
一、民法 Civil Law 市民法jus civile 万民法jus gentium
1、概念 调整平等主体间的财产关系和人身关系 2、调整对象 财产关系：物质性财产和非物质性财产 人身关系：人格权和身份权 3、基本原则 平等、自愿、公平、诚信、守法和公序良俗
国际商法International Business Law
一、国际商法International Business Law二、国际商法的概念(一)定义(What is international business law?)International business law is the body of rules and norms that regulates activities carried out outside the legal boundaries of states. In particular, it regulates the business transactions of private persons internationally,and the intermantional relationships of international commercial organizations.调整国家之间、不同国家和地区的商事组织之间以及它们之间在从事国际商事交易活动中所形成的各种关系的法律规范的总称。
三、特征1、国际商法源于传统的商法，但其调整对象和范围比后者更为广泛。
2、国际商法中的“国际”不是指“国家之间”，而是指“跨越国界”（transnational）。
3、国际商法的性质属于跨国私法。
4、国际商法主要是实体法。
四、国际商法的渊源（一）国际商事条约（international treaties and conventions)Legally, treaties are binding agree-ments between two or more states, and conventions are legally binding agree-ments between states sponsored by international organizations, such as the United Nations.The following are the most important international conven-tions: CISG, Hague Rules, WTO’s DSU, etc.1、优点：对缔约国具有确定的法律约束力，通过并入或转化使其成为国内法的一部分。
business law exemptions
1. John and Ruth became engaged. Their parents were not acquainted to one another but werepeople of some note in the local community. A large and elaborate engagement party was desired by all concerned. Over drinks at his club, John's father offered to pay for the food and drinks for the party if Ruth's father would hire a room, provide music and make all the necessary arrangements.Ruth's father agreed, and placed all the necessary orders, including those for the food and drinks.The event was not a great success, mainly because Ruth's mother was heard to say that, if she had her way, Ruth would have done far better for herself.Ruth's father settled all the bills, but when he approached John's father, for the cost of the food and drinks, it was refused in an abusive manner.Advise Ruth's father as to his legal position in respect of John's father, using cases were appropriate.QUESTION 1There is a clear agreement between Ruth’s father and John’s father. In exchange for Ruth’s father making al l necessary arrangements, hiring a room and providing music, John’s father agrees to pay for food and drinks at the engagement party of their children.What is contentious is whether the parties intended their agreement to have legal consequences or to be legally bound.Clearly this is a family or social arrangement. The PRESUMPTION in such cases is that parties do not intend to create legal relations.This presumption may be rebutted by strong evidence to the contrary. The common law cases show a number of factors that courts have used to displace this presumption.Serious economic consequences or significant consideration were key factors inboth Merritt v Merritt and Wakeling v Ripley in rebutting this presumption.In both of those cases, the fact that the parties had reduced their intentions to a written form or document was also important. The fact that parties put something in writing makes it more likely they mean LEGAL (and not just social) consequences to an arrangement.Other factors that the courts have regarded as important have included changing a will (Wakeling v Ripley; Parker v Clark) and a married couple making an agreementWHILE SEPARATED (Merritt v Merritt). Again these factors show a greater likelihood that the parties intend legal consequences rather than a mere social arrangement, and may contribute in displacing the presumption of the intention to create legal relations.In this case, the only likely relevant factor (of those above) is the potentially serious economic consequences. A fully-catered engagement party may cost of thousands of dollars. Without more, however, respective future in-laws probably don’t intend legal consequences when making arrangements for a party.2. Emily Bronte owned an inflatable mattress which she advertised for sale in the Melbourne Flash forthe sum of $19.00. After the advertisement appeared William Wordsworth telephoned and said he would take it at that price. Emily said that she had changed her mind and wasn’t sure that she wanted to sell it, but that if she did she would want at least $23.00. William then offered her $21.00. Emily said she would not sell for that price but she would keep her offer open to William for 7 days and if she did not hear from William within that time she would presume the offer had been accepted. The next day Emily met an old acquaintance of hers, Charles Dickens, who said he was looking for an inflatable mattress for about $25.00. Emily informed him that she had just what he wanted and after some discussion she sold it to Charles for $23.00. Later that day William overheard Charles telling some friends about the mattress he had bought from Emily. William immediately rang Emily and informed her that he would take the mattress “at your price”. Emily replied, “I’m terribl y sorry William, but I have already sold it to Charles Dickens”.Required:Will William be able to successfully bring an action against Emily for breach of contract?QUESTION 2The advertisement by Emily to sell her mattress for $19 represents an INVITATION TO TREAT.The response by William Wordsworth cannot be acceptance (since there was no offer). He is offering to buy the mattress for $19.Emily responds by demonstrating some reluctance to sell and indicating that she would want at least $23 if she was to sell. Clearly this cannot be an offer by Emily as it is not a definite undertaking to be bound should William agree. There is a lack of certainty as to whether she will sell and how much money she requires; a similar situation in Harvey v Facey was regarded as a mere SUPPLY OF INFORMATION.William makes a new offer of $21 and now Emily makes a counter-offer to sell for $23. While her language still seems uncertain as to price (“at least $23”), the fact that she is giving William seven days to make up his mind indicates that she is definitely prepared to sell for $23 i.e. an offer by Emily to sell for $23 is now apparent.Emily’s offer potentially represents an OPTION (a subsidiary contract or irrevocable offer to sell the mattress for $23). However, as William provides no consideration to create an option, Emily is free to revoke her offer to William anytime before acceptance providing her revocation is communicated (as in Byrne v Van Tienhoven).The notion that Emily will presume William’s accepta nce if she does not hear from him within seven days is flawed and ineffective since acceptance generally must be communicated and, according to the rule in Felthouse v Bindley, silence is not acceptance.Emily meets Charles and after negotiating appears to enter into a legally binding contract for $23. It is perhaps worth questioning whether friends in such a scenario intend to create legal relations. There is a rebuttable presumption that friends and family do not intend to be legally bound.When William overheard Charles speaking about the purchase of his mattress, this potentially represents a revocation of the offer to William to buy the mattress within seven days for $23.While revocation of an offer is possible anytime before acceptance, such revocation must be communicated. The communication of revocation need not come directly from an offeror. According to Dickinson v Dodds, the communication of a revocation of an offer by a RELIABLE SOURCE is effective.The fact that Charles is the very purchaser of the mattress probably makes him such a reliable source. It is not clear from the circumstances that William might have regarded the information as reliable.If the indirect communication to William concerning the withdrawal of the mattress for sale represents an effective revocation, then the phone call by William to Emily to “accept” the mattress at her price of $23 is too late i.e. the offer is no longer available. In such a scenario William’s phone call is merely a new offer which Emily is free to reject.Accordingly, William probably has no contract with Emily unless the revocation of her offer through the words of William is ineffective.。
商业法(business law)第一章
© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
3
Constitutional Law. Statutory Law.
Ordinances.
Uniform Laws (NCCUSL). Uniform Commercial Code.
© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a 2011 license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
国际商法英语教案LectureNotesforInternationalbusiness
国际商法英语教案LectureNotesforInternationalbusiness 国际商法英语教案Lecture Notes for International business law发表时间：2007-6-7 7:13:00 阅读数次：1467Lecture Notes for International business law(国际商法双语教案)Lecturer: Lihao(李昊)(The Department of Politic and Law, Baoji University of Arts and Sciences)Brief ContentsChapter One Introduction to International Business LawChapter Two Forms of International BusinessChapter Three Legal System of International BusinessChapter Four Contract Law for the International Sale of GoodsChapter Five Contract Law for the International Sale of Goods (continued)Chapter Six Carriage of Goods by Sea and Marine CargoInsuranceChapter Seven Finance of International TradeChapter Eight Partnership LawChapter Nine The Law of CorporationsChapter Ten Law of Foreign Investment Enterprises of China Chapter Eleven Intellectual Property Right LawChapter Twelve GATT and WTO LawChapter Thirteen The Law of AgencyChapter Fourteen International Commercial Dispute Settlement【Title】Chapter One Introduction to International Business Law【Teaching goal】Through this chapter studying, we can understand the concept, history and sources of international businesslaw, grasp the knowledge about international organizations and Comparison of Municipal Legal Systems.【Key point】1. History of International Business Law. 2. Sources of International Business Law. 3. International Organizations./doc/883108292af90242a895e541.html parison of Municipal Legal Systems【Teaching method】Imparting and discussing【Content】I . What is International Business Law?II. History of International Business LawIII. Sources of International Business LawA. National LawB. International Treaties and ConventionsC. International Model LawD. International Trade Customs and UsagesIV. International OrganizationsA. Organizations Affiliated with the United NationsB. Other International OrganizationsV . Comparison of Municipal Legal SystemsA. The Roman-Germanic Civil Law SystemB. The Anglo-American Common Law SystemVI. International Business Law and China【Studying question】1. What is meant by the term ' International Model Law' ? Briefly list three of its main features.2. Explain international treaties, using two examples.3. Outline three circumstances in which international trade customs and usages are effective to the parties to a contract.4. Compare and contrast the Roman-Germanic Civil Law System and the Anglo-American Common Law System.5. Briefly describe how and why China came to accept international business law.6. The CISG contains no provisions that a contract for the sale of goods be supported by consideration. Further, the CISG does notaddress questions related to the validity of the contract, including legality, mistake, fraud, duress, or undue influence. How will national courts handle these issues in cases that they might be called upon to decide under the CISG? In common law countries? In civil law countries? How has this been addressed by courts in China?【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright?2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright?2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Two Forms of International Business【Teaching goal】Through this chapter studying, we can understand some international trade theories, grasp the knowledge about exporting, government controls over trade and international licensing agreement.【Key point】1. Some international trade theories. 2. Government controls over trade.【Teaching method】Imparting and discussing 【Content】I . Some International Trade TheoriesA. SpecializationB. Absolute AdvantageC. Comparative AdvantageD. Opportunity CostII. ExportingA. Direct ExportingB. Indirect ExportingIII. Government Controls over TradeA. TariffsB. Nontariff Barriers to TradeC. Export RestrictionsIV. International Licensing AgreementA. Technology TransferB. International Franchising【Studying question】1. Briefly describe, giving two examples, how comparative advantage is applied to promote international economics.2. Explain the differences between comparative advantage and absolute advantage, giving three examples.3. Define 'opportunity cost' and identify its main features.4. Outline three reasons why a state imposes tariffs.5. List and explain three basic forms of international business.6. What industries in your province are the leading exporters? Who are the leading export firms? What do you think is the impact of exports on your province s economy? What role does your provincial government play in promoting exports?【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright?2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright?2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Three Legal System of International Business【Teaching goal】Through this chapter studying, we can understand the legal system of international business, grasp the knowledge about United Nations Convention on Contracts for the International Sale of Goods (CISG), UNIDROIT Principles of International Commercial Contracts (PICC) and International Rules for the Interpretation of Trade Terms (Incoterms).【Key point】1. CISG<联合国国际货物销售合同公约>. 2. Incoterms 2000<国际贸易术语解释通则>.【Teaching method】Imparting and discussing【Content】I . United Nations Convention on Contracts for the International Sale of Goods (CISG)A. The Development of International Business LawB. The Drafting of the CISGC. Applicability of the CISGD. Interpreting of the CISGCase 3— 1 Raffles v. Wichelhaus and AnotherII . UNIDROIT Principles of International Commercial Contracts (PICC)A. Origin and Preparation of the UNIDROIT PICCB. Structure and Scope of the UNIDROIT PICCC. General Principles of the UNIDROIT PICCD. The purposes of the UNIDROIT PICCE. Comparison of the UNIDROIT PICC and CISGIII. International Rules for the Interpretation of Trade TermsA. Concept and Role of Trade TermsB. Contents of Incoterms 2000C. FOB (free on hoard) (port of shipment)D. CIF (cost, insurance and freight) (port of destination)E. Modification of Trade TermsCase 3—2 Kumar Corporation v. Nopal Lines, Ltd.【Studying question】1. Outline three reasons that helped the international business law develop, giving examples if possible.2. Under what circumstances arise the conflicts between the applicability of the CISC and national law of a CISG member state?3. State three ways in which the UNIDROIT PICC was prepared.4. Briefly describe the differences and similarities between the CISG and the UNIDROIT PICC.5. What are the main principles of the UNIDROIT PICC?6.How is 'trade term' defined under the Incoterm 2000?7. List and explain the roles of trade terms in international trade practices.8. Compare and contrast ' FOB' and ' GIF', and list the main differences between them.9. Seller agreed to ship 10,000 tons of potatoes FOB Tacoma, Washington, to Buyer in Japan. Buyer designated the SS Russet to take delivery at pier 7 in Tacoma. On the agreed date for delivery, Seller delivered the potatoes to pier 7, but the ship was not at the pier. Because another ship using the pier was slow in loading, the Russet had to anchor at a mooring buoy in the harbor and Seller had to arrange for a lighter to transport the potatoes in containers to the ship. The lighter tied up alongside the Russet and a cable from the ship' s boom was attached to the first container. As the container began to cross the ship' s rail the cable snapped. The container then fell on the rail, teetered back and forth for awhile, and finally crashed down the side of the ship and capsized the lighter. All of the potatoes were dumped into the sea. Buyer now sues Seller for failure to make delivery. Is Seller liable?10. Buyer and seller entered into a contract for the sale of sugar from the Philippines to New York on GIF terms. They added language to the contract that delivery was to be " at a customary safe wharf or refinery at New York, Philadelphia, or Baltimore to be designated by the buyer." Before the sugar arrived, the United States placed a quota on sugar imports. The sugar was not allowed to be imported and was placed in a customs warehouse. The buyer refused the documents and the seller sued, claiming that the importrestriction was no excuse for the buyer' s nonpayment. The buyer argued that the language calling for delivery to a U. S. port converted a shipment contract into a destination contract. Was this a GIF contract or a destination contract? What was the effect of the additional shipping language used by the parties? Why should the parties not attempt to modify a trade term or add other delivery language?【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright?2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright?2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Four Contract Law for the International Sale of Goods【Teaching goal】Through this chapter studying, we can understand definition and form of contract, grasp the knowledge of International Sale of Contracts, including validity, formation, misrepresentation, mistakes, fraud and duress, undue influence and unconscionable (unjust) conduct of the contract.【Key point】1 . Validity and Formation of International Sale of Contracts. 2. Misrepresentation , Fraud and Duress.【Teaching method】Imparting and discussing【Content】I . Definition and Form of ContractA. Definition of ContractB. Form of ContractII . Validity and Formation of International Sale of ContractsA. Invitation OfferB. The OfferC. The AcceptanceD. Battle of the FormsCase 4—1 Filanto v. Chilewich International CorporationE. Consideration in Common LawCase 4—2 Hamer v. SidwayCase 4—3 Fiege v. BoehmIII. MisrepresentationA. Fraudulent MisrepresentationB. Innocent MisrepresentationC. Negligent (innocent) Misrepresentation IV. MistakesA. Common LawB. Civil LawC. The UNIDROIT PICCD. China Contract LawV. FraudA. Common LawCase 4—4 Stambovsky v. AckleyB. Civil LawC. The UNIDROIT PICCD. China Contract LawVI. DuressA. Common LawB. Civil LawC. The UNIDROIT PICCD. China Contract LawVII. Undue Influence and Unconscionable (unjust) ConductA. Common LawCase 4—5 Commercial Bank of Australia Ltd. , v. AmadioB. Civil LawC. The UNIDROIT PICCD. China Contract Law【Studying question】1. What is meant by the term ' contract' in common law?2. Explain the differences between an offer and an invitation offer, giving examples.3. Briefly describe how the CISC attempts to resolve problems of 'battle of forms'.4. Compare and contrast the provisions of the UCC and of the CISG on 'battle of forms'.5. Outline main theories of the validity of ' acceptance'.6. Outline and discuss the differences and similarities between fraudulent misrepresentation, innocent misrepresentation' and 'negligent misrepresentation'.7. Give two examples of 'mistakes' in the UNIDROIT PICC.8. Explain the main differences between ' duress' and ' undue influence and unconscionable conduct', giving three examples.9. Identify the key legal rules involved in deciding whether mistaken identity will make a contract void or voidable.10. Julie is moving to a better job in a different city and offers to sell her 'surround-sound' stereo system to Marcia for $900. Marcia says she will pay $ 800 for it. Julie says that is not enough. Marcia then says she will pay the original asking price of $ 900. Julie has since discovered that similar systems are selling for a lot more and asks you whether she has to sell to Marcia for $ 900. What wouldyour advice to Julie be?11. Stan returns home from work to discover his house surrounded by police. His wife is being held hostage and threatened by her captor. Stan pleads with the police to rescue her and offers $ 5,000 to the policeman who brings her uninjured to safety. A police officer, Peter, eventually talks the captor into releasing the woman hostage and he leads the woman to safety. When Peter goes to collect his $ 5,000, Stan says, 'Thank you very much but I have no intention of paying. ' Would Peter succeed in a court action against Stan?12. Y ou read that modern contract law has expanded the circumstances under which a contracting party has the duty to disclose facts material to the contract. Keep in mind that the facts that he is required to disclose would almost always harm his bargaining position-otherwise, he would have been only too happy to have volunteered the information. What are some ethical and public policy justifications for requiring an individual to volunteer information that is contrary to his interests.【Reading booklist】1. International Business Law,1e by Zuoli Jiang, English edition Copyright?2004 by Law Press.2. International Business Law, 3e by Ray August, English reprint edition Copyright?2002 by Pearson Education North Asia Limited and Higher Education Press.【Title】Chapter Five Contract Law for the International Sale of Goods (continued)【Teaching goal】Through this chapter studying, we can understand and grasp common knowledge of the contract, including the remedies for breach, anticipatory breach, liquidated damages, obligations of the seller and the buyer, passingof risk and excuses for non-performance.【Key point】1. Remedies for Breach of Contract. 2. Anticipatory Breach of Contract and Exceptio non Adimpleti. 3. Obligations of the Seller and the Buyer.【Teaching method】Imparting and discussing【Content】I. Remedies for Breach of ContractA. General Principles of RemediesCase 5—1 Prutch v. Ford Motor CompanyC. Seller's RemediesD. Remedies Available to Both Buyers and SellersCase 5—2 Delchi Carrier, SpA v. Rotorex CorporationII. Anticipatory Breach of Contract and Exceptio non Adimpleti Contractus in Civil LawA. Anticipatory Breach in Common LawB. Exceptio non Adimpleti Contractus in Civil LawIII. Liquidated DamagesA. Common LawB. Civil LawC. The UNIDROIT PICCD. China Contract LawIV. Obligations of the Seller and the BuyerA. Seller's Obligations。
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2. Where you can register?
Registered office, Department of Trade Development, Ministry of Commerce
3. When you can register?
unregistered:> only a partner, who is a contracting 缔约party, can acquire any right against third person registered:> any partner can acquire any right against third person
2. Relation of partners to third person
1. The rights of a partner to the third
person. 2. The liabilities of a partner to third person.
1. The right of a partner
A person who permits his name to be used in the partnership name is entitle to demand that such use shall be finished if he does not become a partner anymore. Any person who is not partner, but permits his name to be used in the partnership name become liable to third person as a partner for all obligation of the partnership
General partnership
Forming a general partnership
A partnership can be started its business with an agreement as to the term of partnership. This agreement or contract may provided either writing form or oral agreement. The contract should be contained the articles which all partners agree upon is call “Article of Partnership”. This article ” shall provide the exact relationship among the partners such as;
1. Capital
The contribution: money, properties or services The value of contribution may be equal or unequal, in case of doubt the value is equal The average of contribution of money or properties is equivalent to the value of services (in order to calculate profit and loss)
occupation)
The name of managing partner The restrictions on the power of managing partner, if any The seal of the partnership Other particular information, if any
Contribution is divided by a number of partners which not including a partner who gives a service
Capital (cont.)
Fail to deliver the contribution
Wholly fail:
Any time after made an agreement of partnership
4. Why you need to be registered?
Generated a juristic person body for better business performance
Required information for registration
1. Relation of partners between themselves
1. Capital 2. Prohibition to carry on any business of the 3. 4. 5. 6. 7.
same nature and competing with that partnership Prohibition to introduce another person to become a new partner Transferring of profit to a third person Sharing of profits and losses The right to demand that the use of his name shall be finished The right of a partner to claim his share form the other partner
No prohibition for being the limited partner!!
Result for violating the prohibition
The other partners (or the partnership in case of registered) are entitled to claim from the violating partner for all the profits which he has made or for the compensation to relieve the injury which the partnership suffered one year after the date of contravention. 无效
competing with that the partnership
Unregistered:> any business (for himself or others) without the consent of all partners. Registered:> any business himself or others, becomes a unlimited partner without the consent of all partners.
3. Prohibition to introduce..
qualification of the partner is a substantial坚固的 factor no new partner in the partnership can be introduced to the partnership without the consent of all partners, unless agreement provided otherwise
Topics of partnership
1. Relation of partners between
themselves 2. Relatisons 3. Management of a general partnership 4. Dissolution and liquidation of a general partnership
4. Transfer of profit to a third person
Transferring profit to third person does not make him as a new partner. 没有得到全体的同意，第3方不被接受
5. Sharing of profits and losses
Unregistered:> the creditor of the obligation is entitled to claim against all partners in the partnership Registered:> the creditor of the obligation is entitled to claim against all partners in the partnership. But if it appears to the court that
The proportion of contribution How to sharing profit and loss Duty of each partner
Registration of a general partnership
1. What kind of this registration?
Sending a written notice by registered mail and 2. To give him a reasonable time to deliver a contribution **If any partner fails to perform, he may be excluded from the partnership by all partners’ decision or the majority’s decision as provided in the contract.