国际商法复习重点整理

国际商法复习重点整理考试题型：选择题10*2=20判断题10*1=10名词解释5*5=25简答题3*6=18案例分析6*2=12论述151. Legal system （两种法律体系的区别和特点）Civil law system: 1) statutory law, based on a prehensive code2) France, Germany, Switzerland etc3) emphasize the importance of written law4) case has no legal validitymon law system: 1) derived from custom, usage and court decision or court-established law2) England, USA, Canada etc3) evolves through case precedent, binding the later2．Incoterms 2000 (the International Rules for the Interpretation of Trade Terms revised i n 2000 by International Chamber of merce)UCP600 (the Uniform Customs and Practice for mercial Documentary Credits revised in 2 007 by International Chamber of merce)（了结）3. Legal Characteristics of corporation:（1）Ownership of Property（2）Independent legal personality/status（3）Centralized management（4）Limited Liability: shareholders share limited liability to the extent of capital contributi on4. Classification of Corporation (比较和区别这两种公司)(1)Corporation with Limited Liabilitya. the number of shareholders confined by law and regulationb. stocks not issued and could not be freely transferred(Transfer of stocks be strictly restricted. Under the same condition, other shareholders ownc. priority in buying this stock. Thus, the relationship between shareholders is much stab le) shareholders assume limited liability to corporationd. evident characteristic of personal closure(2)Corporation Limited by Sharesa. the number of shareholders not limited, usually multitudinousb. the total capital divided into equal stockc. stock be publicly issued and could be freely transferred according lawd. the right of ownership and that of operation be separatee. the scale is much bigger than that of corporation with limited liability5. （比较子公司和分公司区别）Subsidiary: (1) legal person;(2) independently assume civil responsibility, although be controlled somewhat by parent corporation.Branch: (1)with no legal person status;(2) its civil responsibility be assumed by the home corporation(最主要的区别：子公司是独立的法人，分公司不是独立法人)6．Merger：（）比较吸收合并和新设合并的区别（1）merger by amalgamation（吸收合并）When a corporation has another corporation amalgamated with it, it is merger by amalga mation, and the amalgamated corporation shall be dissolved（2）merger by new establishment（新设合并）When two or more corporations merge to establish a new corporation, it is merger for new establishment, and all parties being merged shall be dissolved（when corporations merge, the claims and debts of all the parties to the merger shall be succeeded to by the corporation that continues to exist after the merger or by the n ewly established corporation.）7．Applicability of CISG（1）The contract is for the mercial sale of goods;（2）It is between parties whose places of business are in different States (nationality or citizenship of individuals is not a determining factor);8．Reservation（中国对CISG做的两项保留）a. the reservation towards the applicable scope of CISG:China agrees that CISG shall be limitedly applied to a contract of sale entered into by a nd between the parties whose business premises are located in the contracting States of CISG, don’t agree to expand the applicable scope of CISG in accordance with the con flict rules;b. the reservation towards the form of a contract.9. Structure and Scope of PICCEach article is acpanied by (1)ments and where appropriate by (2)factual illustrations inte nded to explain the reasons for the black letter rule and the different ways in which it may operate in practice.10．Contractual Capacity（1）mon Lawthere are three classes of persons who are not considered to have sufficient capacity to be bound by the contract:a. Minors (typically under 18)b. Mentally Impaired or Inpetent Personsc. Drunk Persons(2) ChinaThere are three classes of capacity:a. Full capacity (age 18 or above, adult)b. Limited capacity (a minor aged 10 or above; a mentally ill person who is unable to f ully account for his own conduct)c. No capacity (a minor under the age 10; a mentally ill person who is unable to accou nt for his own conduct)(判断：minor 都是限制行为人。

错)11. OfferAn Offer is a statement by one party to another indicating an intention to enter into a c ontract on specified terms.China Contract Lawdefine that an offer is an intent indication showing the desire to enter into a contract with others12. Withdrawal and Revocation of Offer（区分撤消和撤回）Before an offer bees effective, the offeror can withdraw the offer; After an offer bees effe ctive, the offeror can revoke the offer.13．CISG和我国合同法的对比（不可撤消情形）CISGa. if it indicates, whether by stating a fixed time for acceptance or otherwise that it is ir revocable; orb. if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.China Contract Lawa) the offeror has specified a time limit for the acceptance or has explicitly indicated in any other manner the irrevocability of the offer; b) there are grounds for the offeree to maintain the irrevocability of the offer and the offeree has made preparations for the fulf illment of the contract.14.Requirements of Acceptancea. An acceptance must be made by the offeree;b. An acceptance must be municated to the offeror or his agent;c. An acceptance must be made within the period of validity (late acceptance is a counte roffer)d. An acceptance must match the terms of the offer exactly and unequivocally15. ConsiderationConsideration is one of the three elements of contract formation in mon law. It is some benefit received by a party who gives a promise or performs an act, or some detrimen t suffered by a party who receives a promise. In another word, consideration is what is actually given or accepted in return for a promise16.了解哪种法律使用哪种主义a. Under the mon law system, a contract is formed when the acceptance is dispatched b y the offeree. The time of dispatch is the time the letter is put into the hands of the p ostal authorities, which is known as “Mail-box rule”.（投邮主义）b. Under most civil law states, the Receipt theory is used。