国际商法英文案例

国际商法英文案例1. john told bob that he would lease him his farm for the next three years. priorto entering into possession of the farm, bob asked john if he couldpurchase the farm. john agreed to sell the farm to bob for $500,000. later in the conversation, john asked bob if he would agree to pay off a $10,000 debtowed to john by bobs brother, andy. bob agreed. bob said that he would have his lawyer prepare the agreement for the farm purchase and that he would deliver it.bob brought by the written agreement a few days later. before john had signed the agreement, mary learned that the farm was being sold to bob and the terms of that transaction, and she called john and made an offer of $600,000 for the farm on the condition that john repaint the main house and erect a fence around the shop on the farm prior to closing. john accepted, and a written agreement was signed which contained a provision requiring the main house to be repainted prior to closing. johns lawyer had prepared the agreement. after the written agreement with mary was signed, she asked john if he would also paint the storage shed, and he agreed that he would.at closing, neither the house nor the storage shed had been painted and the fence had not been erected. however, the transaction was closed and deed delivered. bob, upon learning what had occurred, filed suit for specific performance of the written agreement that he had delivered to john asking in精品资料the alternative that he have specific performance of the oral lease agreement. john answered denying bobs claims, and he filed a counterclaimagainst bob for the amount of the debt andy owed john. mary, who had been named a defendant, answered, denying bobs claims, and asking the court to affirm her agreement with john and further order that john repaint the main house andthe storage shed and erect the fence.2. dave tells mark that there is an ocean of oil underneath his land (a knowing falsehood, intending to defraud mark into buying the property for $20,000.unbeknownst to dave and mark, peter overhears daves statement. the next day, believing the statement to be true, peter makes an unsolicited offer to dave to buy the land from him for $25,000, far more than it is worth ($5,000). dave sells him the land. nothing is said in their negotiations about oil, it was a simple offer that was immediately accepted. six months later, and after drilling 3 dry holes at a total cost of $100,000, peter discovers that daves story was a big lie when sally, daves ex-employee, told him that she had heard dave brag that he was really gonna put the britches on mark by telling him there was (snicker, snicker) an ocean of oil beneath that worthless hardscrabble crust. she related that she heard this the night before pete overheard daves statement to mark.3j.w. southworth and joseph oliver were ranchers in grant county, oregon俄勒岗州 . oliver and his wife decided to sell over 2,900 acres of land in bearvalley and asked southworth, who owned land adjoining the sale tract, whether he would be interested in buying. southworth said he was very interested in the land and would attempt to arrange financing for the purchase;heaskedoliverto let himknowthepriceas soonas oliverdecidedon it.several weeks later, oliver sent southworth and three other ranchers a letter briefly describing the land and stating a price of $ 324,419 and other specific terms of sale. four days later, southworth wrote, stating: i accept your offer.oliver refusedto sell, arguing thathis letterwas not anoffer but merelyaninvitation to negotiate. southworth filed suit for specific performance of the alleged contract. the trial court ruled in southworths favor, and oliver appealed.was the trial courts decision right?4. in the fallof 1977,rhenmarshallreceiveda mailed purolatoradvertising circular entitled christmas comes early at purolator. the circular described premiumswhichcouldbeselectedwhenorderingpurolatormerchandise.the premiums varied according to the order size: deal 5a stated that, for an order for 100,000 pounds of purolator brand products, purolator would send its customer a premium of a new 1978 buick electra automobile and 100 ek - 6 kodak instant cameras. puralator stated, you will be billed $ 500.00 for thepackagewhichhasamanufacturerssuggestedretailvalueof$17,450.00.rhenmarshallplacedanorderforover100,000poundsofpurolatoroil filters andalso ordereddeal 5aas outlinedin your brochure. the advertising circular did not contain provisions for billing or for discounts.rhenmarshallsorderrequesteda5percenttruckloaddiscountanda 30-60-90daybilling.(inpreviousdealings)betweentheseparties,a 30-60-90 day billing meant a discount of 2 percent if paid within 30 days, a discount of 1 percent if paid within 60 days, or payment in full at the endof go days. ) purolator rejected rhen marshalls order, and rhen marshall filedsuit for breach of contract.5 firsttexassavingsassociationpromoteda$5,000scoreboard challenge contest. contestants were to complete an entry form and deposit itwith first texas. a random drawing would pick the winner, who would receivean$80savingsaccountwithfirsttexas,plusfourticketstoadallas mavericks home basketball game chosen by first texas. if the mavericks heldtheir opponent in the chosen game to 89 or fewer points, the winner was to be awarded an additional $ 5,000 money market certificate. on october 13, 1982, yvonnejerginsdepositedacompletedentryformwithfirsttexas.on november 1, 1982, first tried to amend the contest rules by posting notice at its branches that the mavericks would have to hold their opponent to 85 or fewerpoints before the contest winner would receive the $ 5,000. in late december jergins was notified that her entry form had been drawn and that she had won the $ 80 savings account and tickets to the january 22, 1983, game against theutah jazz. the notice contained the revised （修订） contest terms. in the game the mavericks held the jazz to 88 points. jergins filed suit when first texas refused to pay the $ 5,000 and the trial court granted a summaryjudgment in her favor.6. in april of 1975, bio-zyme enterprises, a manufacturer of livestock feeds, begansellingfeedtokenvanderhoof,afeeddealer （ 饲料 经销 商） ,onopenaccount. vanderhoofreceivedmonthlystatementsfrombio-zymeshowingall purchases.at the bottom of each statement the following sentence appeared: accounts not paid within 30days will on our billing date (the 26th day of each month) be charged 1 percent each month. whenever a finance charge wasimposed, this was conspicuously noted on thestatement. by april of 1976, vanderhoof and his company, preston farm and ranch supply, owed 欠 bio-zyme over $ 45,000. when bio-zyme filed suit on the account, vanderhoof argued that he had not agreed to pay the 1 percent finance charge.was he right?7. waiyer of agreed terms standson 13 june 1988, a hong kong vehicle spare parts company, and a chinese imported vehicle maintenance service center entered intoa contract pursuant to which the service centre agreed to purchase variousjapanese-madevehiclesparepartsandfittingsandvehiclemaintenance equipmentfromthehongkongcompanyforus$100,000.the first shipment was to be shipped by the end ofjune 1988, and no later than 10 july 1988. after the agreement wassigned, the hong kong company informed the service centre on 17june 1988 that the goods were out of stock in hong kong and the prices had risen.on 20 june 1988, the servicecentre agreed that if the qualitycould be assured, it would acceptsimilar products from japan or korea, but there shouldbeimmediatedelivery.theparties,however,didnotmakea new agreement on the prices for these products. on 23 june 1988, the hong kong companydeliveredilk$187,569-worthofsparepartsandfittingstothe servicecentre.as the servicecentrelackedforeignexchange,itonly remittedpartial payment ofus $11,766 (equivalent to hk$: 91,790) to the hong kong company and anamount of hk $ 95,779 was left outstanding.as a resultof the buyersfailureto pay,the hongkongcompany applied for arbitration in december 1988 seeking payment ofthe outstanding amount. the service centre argued that the hongkong company s claim for hk $ 95,779 was untenable, because this amount was calculated on the basisofpricesofgenuinejapanese-madeproductswhereasthehongkong company had delivered muchcheaper non-japanese products.the arbitration tribunal foundthat there were clear stipulation inthe contract as to the prices and country of origin of the goods. after the conclusionofthecontract,thepartiesagreedtochangethecountryof origin.the service centre agreed to accept a portion of non-japanese products, but nonew agreement was reached on the prices for the non-japanese products. the servicecentreonlyfoundoutthatpricesoftheproductsweredifferent when the hong kong companysent it the invoices. the tribunal found thatthe service centre hadreceived the invoices.comprehension questions for case:1). do you think the service centres act constituted a breach ofthe contract because of the fact that it onlypaid part of purchase price and failure to pay the outstanding sum?2.) did the service center accept the price referred to in the invoices?3). wasthe servicecentreliable for the outstandingsum underthe chinese law?4.) what do you think should happen if the service centreraisedanobjection to countries oforigin and the prices of spare parts?8.cynamonproductsltdandcynthiaamemberofit .shehadmadeaspecialjourneytoapaintfactorytoorder100gallonsofvarnish清漆 .hedidn tknowitandsentofftoacutpricefirm ,whichwasalwaysadvertisingincabinetmaker sworld,for150gallonsofit.theywerestuckwith2lotsofthestuff .simonthoughthehadalreadypostedtheletterandacceptedtheirofferandcouldn tcancel.cynthiasupposedthatshecouldcancelhersbecauseitwasverbalsoitwasnotbinding.9 inthefollowingcase,simonwasthemanaging-directorofthedickinsonvdoddsonwednesday,10june,thedefendantdeliveredtotheplaintiffawritten offertosellcertainproperty .theofferwastoremainopenuntil“9:00a.m.friday, 12 june.”onthursday,11 june,theplaintiffwasinformedbya mr.berrythatthedefendanthadsoldthepropertytosomeoneelse.at7:00a.m.on12 junetheplaintiff“accepted ” theoffer .thecourtheldtherewasnocontractbetweendickinsonanddodds.theofferwaseffectivelyrevoked(withdrawn)before“acceptance ”by communicationofthewithdrawalbyareliablethirdparty .10 the complaint alleged that defendants were dealers in salt in milwaukee; that plaintiff was a dealer in salt in la crosse, and accustomed to buy in large quantities, which fact was known to defendants; that on september 19, 1882,defendants wrote plaintiff the following letter:“dear sir: in consequence of a rupturein the salt trade,we are authorizedto offer michiganfine salt, in fullcarload lots of 80 to 95 bbs., delivered atyour city ,85 per bbl. to be shipped perc&fwrrco.only.at this priceit is a bargain,as the pricein general remains unchanged. shall be pleased to receive your order.”plaintiffreplied tothis letter onseptember20 by sendingthe followingtelegram:“yourletterofyesterdayreceived.youmayshipmetwo thousand(2000) barrels michigan fine salt, as offered in your letter. answer.”thecomplaint further alleged that“on september 21,1882, defendantsattemptedtowithdrawsaidoffercontainedintheirletterofseptember 19,1882.plaintiffthereupondemandedof defendantsthe deliveryto himof 2,000 barrels of michigan fine salt, inaccordance with the terms of the said offer,acceptedby plaintiffas aforesaid,andofferedto pay themthereofin accordancewithsaidtermsnevertheless,defendantsutterly refused to deliver the same, or any part thereof, by reason whereof plaintiff sustained damages to the amount of eight hundred dollars.the counsel for plaintiff claimed that the letter of defendants was an offer to sell to plaintiff, on that terms mentioned, any reasonable quantity of michiganouttocustomersorthosewithwhomhedesiredtotrade,solicitingtheirpatronage.11 compensation for breach ofcontract in rising market pricesthe parties conclude a contract for the sale and purchase of ferrosilicon铁合金 after which, the price of ferrosilicon in the international market shoots up.fine salt that he might see fit to order, not less than one carload. the counsel for defendants claimed that the letter was not an offer to sell any specific quantity of salt, but simply a letter such as a businessman would sendthe parties negotiate several times to adjust the price of the goods under the contract and the buyer issues anl/c in the amount of the agreed adjusted price. in the end, the seller does not deliver the goods and breaches the contract.the dispute centres on the applicable law for determining the manner and amount of compensation.the arbitration decisioni. facts of the caseon 10 december 1990, the claimant (the buyer)and the respondent (the seller) signed an agreement by fax for the sale and purchase of 3,000 metrictonesof ferrosilicon under the contract no. (91)gtcvmc002. it was stipulatedin the contract that:1. the respondent would sell to the claimant 3,000 metric tonnes of ferrosilicon to be shipped during the period from 15 january 1991 to 15 february 1991.2. the unit price for the goods was to be us$462 per metric tonne, fobst the port of basuo, hainan province, china, with the total price us$1,386,000.3. the buyer would pay 90 percent of the contract price for the goods by l/c upon receipt of the shipping documentation. the l/c was to be issuedby american carbonmetals corp. on behalf of the buyer. the balanceoften per cent of the contract price for the goods was to be settled by t/t within 30 days of the date of receipt of the goods.4. a method of calculating liquidated damages was specified, stating that if the seller could not deliver the goods in accordance with the contract, the buyer would be compensated for any replacementgoods it purchased. any difference in price would be paid by the seller.5. the contract would be governed by the laws of the peoplesrepublic of china.after the contract was signed, the parties amended the contract by fax.they agreed to increase the unit price of the goods to us$468 per metric tonne. all other terms remained unchanged. the claimant issued an l/c to thethe respondent did not deliver the goods.in its application for arbitration, the claimant requested that:respondent on 9 january 1991 for an amount calculated in accordance with the adjusted price. the respondent, however, could not confirm that it was able to source the goods. after several rounds轮 of negotiations between the parties,1. the respondent compensate the claimant for all losses suffered by the claimant as a result of the respondents non-performance of the contract;2. the respondent bear the arbitration fees for the case.in the annexto its application for arbitration, the claimant submitted that its losses amounted to us$404,813.11. this included:1. us$108,000 agreed by american carbon & metals corp:, the partner of the claimant, and its client tube city, inc. as the amount of damages payable for the cancellation of a contract2. us$102,000.00 agreed by american carbon & metals corp. and, its client northcoast minerals & metals, inc. as the amount of damages payablefor the cancellation of an agreement3. us$64,063.11 paid to a shipping company by american carbon & metal corp. for the cancellation of a booking for shipping space4. a loss of profit of us$114,7505. other losses, including the charges for issuing an l/c, transportation and travel expenses for the purpose of arbitration, which totalled us$16,000.in its submission dated 26 may 1992 , the claimant presentedsupplementary explanations for its claims. in the supplementary explanations, the claimant noted the price difference between replacement goods and the contract price for the goods and the calculation of the loss of profit and raised the point that according to the convention on international sale of goods contracts of the united nations (the convention), if the buyer did not order replacement goods and the goods had a market price, the party claiming damages may claim the difference between the contract price and the market price of the goods at the time the contract is declared void.the claimant considered the date the contract should be declared void, ie, when the parties clearly knew that the contract could not be performed, as 8 february 1991.on that day, the difference between the contract price and the market price of 75#(product category) ferrosilicon in the us market was us$292,890. the claimant considered that compensation based on this price difference was acceptable.the lawyer representing the respondent presented the following defence:1. the respondent did not dispute its breach of contract and the non-delivery of the goods pursuant to the contract and was willing to give reasonable compensation to the claimant in accordance with the contract. however,