国际商法复习

I.WordsII.SentencesIII.RulesI.WordsＡ反义词(1)Unilateral v. Bilateral; (p.1)(2)Offer v. Invitation for offer (p.5)(3)Offer v. Counter offer (p7.)(4)Liquidated v. Unliquidated debts (p.50, 51)(5)Option v. Firm offer (p.6)(6)Original v. collateral contract (p. 88)Ｂ．近义词(1) void, voidable, unenforceable(2) disaffirm, repudiate, avoid, rescind, novate, waive, relinquishFor example:Word Definition & Example PageDisaffirm (disaffirmance, n. 1.To repudiate; to revoke consent; to disclaim the intent to be bound by an earlier transaction. 撤销，拒绝履行合同70affirm, antonym) 2.To declare (a voidable contract) to be void. 宣告（可撤销的合同）无效Courts granted minors the right to avoid contracts as a means of protecting against their own improvidence andagainst overreaching by adults. The exercise of this right to avoid a contract is called disaffirmance.Repudiate (repudiation, n.) 1. To reject or renounce (a duty or obligation); esp., to indicate an intention not to perform (a contract). 拒绝或背离义务，拒绝履行（合同）2.Hist. To divorce or disown (one's wife).与妻子离婚或否认已婚Before the final draft is signed , A repudiates the contract.90Avoid (=＞void, v. ) To render void. 撤销Void contracts are agreements that create no legal obligations because they fail to contain one or more of thebasic elements requires for enforceability or the contracts are prohibited by laws or against public policy.1Rescind1 (rescission, n.）To abrogate or cancel (a contract) unilaterally or by agreement.撤销To make void; to repeal or annul .使无效，撤销Parliamentary law. To void, repeal, or nullify a main motion adopted earlier. 撤销，使之前被接受的主要行为无效If an oral contract has been completely performed by both paties, the fact that it did not comply with the statuteof frauds would not be a ground for rescission of the contract.90Novate Replace with something new, especially an old obligation by a new one.更新，代替88(novation, n.)When a creditor agrees to accept a contract with a new debtor in satisfaction of a debt previously owed byanother debtor .Such transactions are called novations.Waive (waiver, n.) 1. To abandon, renounce, or surrender (a claim, privilege, right, etc.); to give up (a right or claim) vo-luntarily. 废除，抛弃，放弃2.To refrain from insisting on (a strict rule, formality, etc.); to forgo. 停止3.Hist.To declare someone a waif. 宣告无主Relinquishment(Relinquish, v.)The abandonment of a right or thing.放弃权利或物Accord and satisfaction “ ‘Accord and satisfaction’ means an agreement between the parties that something shall begiven to, or done for, the person who has the right of action, in satisfaction of the cause of action.There must benot only agreement (‘accord’) but also consideration (‘satisfaction’). Such an arrangement is really one of substituted performance.” 1 E.W. Chance, Principles of Mercantile Law 101 (P.W. French ed., 13th ed. 1950).和解和清偿This promise would be enforceable against the seller if it seeks to collect the remaining ＄1,000,because by agreeing to settle a disputed claim the seller has entered a binding accord and satisfaction.51Composition (agreement) An agreement between a debtor and two or more creditors for the adjustment or discharge of an obligation for some lesser amount; an agreement among the debtor and two or more creditors that the debtor will pay the creditors less than their full claims in full satisfaction of their claims. 共同和解协议The compensation paid as part of such an agreement. 补偿Hist. A payment of money or chattels as satisfaction for an injury. 赔偿Composition agreements are agreements between a debtor and two or more creditors who agree to accept asfull payment a stated percentage of their liquidated claims against the debtor at or after the date on which those claims are payable.51void, 1. Of no legal effect.无效2.Voidable.可撤销的Void contracts are agreements that create no legal obligations because they fail to contain one or more of thebasic elements requires for enforceability or the contracts are prohibited by laws or against public policy.1voidable, Valid until annulled可撤销的Voidable contracts are those in which one or more of the parties have the legal right to cancel their obligationsunder the contract.1unenforceable (Of a contract) valid but incapable of being enforced.有效但没有强制执行的效力If the original agreement requires any modification to be in writing ,an oral modification unenforceable.50Unilateral A contract in which only one party makes a promise or undertakes a performance; a contract in which no1 promisor receives a promise as consideration for the promise.单方合同Contracts have traditionally been classified as bilateral or unilateral ,depending on whether one or both of theparties have made a promise.Bilateral A contract in which each party promises a performance, so that each party is an obligor on that party's own1 promise and an obligee on the other's promise; a contract in which the parties obligate themselves reciprocally,so that the obligation of one party is correlative to the obligation of the other. 双方合同Contracts have traditionally been classified as bilateral or unilateral ,depending on whether one or both of theparties have made a promise.4 Offer n.1. The act or an instance of presenting something for acceptance .要约2. A promise to do or refrain from doing some specified thing in the future,conditioned on an act, forbearance, or return promise being given in exchange for the promise or itsperformance; a display of willingness to enter into a contract on specified terms, made in a way that would lead areasonable person to understand that an acceptance, having been sought, will result in a binding contract 要约3. A price at which one is ready to buy or sell.发盘An offer is a definite promise to be bound on specific terms.5 Invitation to offer Torts. In the law of negligence, the enticement of others to enter, remain on, or use property or its structures;conduct that justifies others in believing that the possessor wants them to enter.要约邀请The courts have generally held that advertisements for the sale of goods at specified prices are not offers;instead,they are treated as invitations to offer.7 Counter offer Contracts. An offeree's new offer that varies the terms of the original offer and that ordinarily rejects andterminates the original offer.反要约He may also implied reject it by making a counteroffer , an offer to contract on terms materially different fromthe terms of the offer.50 Liquidated debts A debt whose amount has been determined by agreement of the parties or by operation of law.确定债务A promise to discharge a liquidated debt for part payment of the debt at or after its due date is unenforceable forlack of consideration.51 Unliquidated debts A debt that has not been reduced to a specific amount, and about which there may be a dispute.不确定债务A promise to discharge a liquidated debt for part payment of the debt at or after its due date is unenforceable forlack of consideration.Option 1.The right or power to choose; something that may be chosen .选择权 62.An offer that is included in a formal or informal contract;esp., a contractual obligation to keep an offer open fora specified period, so that the offeror cannot revoke the offer during that period.选择权The right conveyed by such a contract .选择权4.The right (but not the obligation) to buy or sell a given quantity of securities, commodities, or other assets at afixed price within a specified time.期权5.Hist. Eccles. law. The requirement that a newly elected bishop convey to the archbishop theright to fill the next vacant ecclesiastical benefice in the new bishop's see.继任者A option is a separate contract in which an offeror agrees not to revoke his offer for a stated time in exchange forsome valuable consideration.6 Firm offer A firm offer means an irrevocable offer made by a merchant. As a general rule, all offers are revocable at any time prior to acceptance, even those offers that purport to be irrevocable on their face.实盘A firm offer is irrevocable for the time stated in the offer.Original contract 原合同88This is a type of original contract, because A has been released from liability for the debt and C is now the onlydebtor.Collateral contract A side agreement that relates to a contract, which, if unintegrated, can be supplemented by evidence of the side88agreement; an agreement made before or at the same time as,but separately from, another contract. 附属合同This is a type of original contract, because A has been released from liability for the debt and C is now the onlydebtor.SentencesArticle Theme Page UCC 2-207 Additional terms in acceptance or confirmation 29 UCC 2-206 (1) (b) Offer and acceptance in formation of contract: prompt or current shipment 29 UCC 2-306 Consideration: Output, requirement and exclusive dealing 49 UCC2-205 Firm offer 50 UCC2-201 Statute of Frauds: Formal requirements 91 UCC 2-201(3)(c) Statute of Frauds: Part performance 91 UCC 2-202 Parol Evidence 91 UCC 2-207承诺或确认中的补充条款1．在合理时间内寄送的确定且及时的承诺表示或确认书，即使与原要约或原同意的条款有所不同或补充的条款，仍具有承诺的效力，除非承诺中明确规定，承诺的成立以同意这些不同的或补充的条款为条件。