1. . Definition and classification
1.1. Classification
1.1.1. Relationship on rights and obligations between parties
1.1.1.1. Bilateral contracts
1.1.1.2. Unilateral contracts
1.1.2. Dependence on validity
1.1.2.1. Principle contracts
1.1.2.2. Auxiliary contracts
1.1.3. Others
1.1.3.1. Contracts for the benefit of a third party
1.1.3.2. Conditional contracts
1.2. Def
1.2.1. Nature
1.2.1.1. An agreement binding on parties
1.2.2. Contents
1.2.2.1. Sale of goods Provision of service Investment Commercial promotion
1.2.3. Contractors
1.2.3.1. Business entities
1.2.4. Purpose
1.2.4.1. Profit
2. Validity of contracts
2.1. Requirement
2.1.1. Subject
2.1.1.1. Have civil act and legal capacity
2.1.2. Objectives and contents
2.1.2.1. Not violate prohibitory provisions of law Not contrary to social morals
2.1.3. Will
2.1.3.1. Completely voluntarily enter into contracts
2.1.4. Form
2.1.4.1. specific form as provided by law
2.2. how does an invalid contract affect the transaction
2.2.1. partially invalid - one part of contract is invalids
2.2.2. terminate the auxiliary contracts except when the auxiliary replaces the principle contracts and contracts to secure performance of contracts
2.2.3. will not terminate the principle contracts except when the auxiliary contracts constitute inseparable parts of the principle contracts
3. Entry and performance of contracts
3.1. How to make contract
3.1.1. offer
3.1.1.1. take effect
3.1.1.1.1. When the offeror decides
3.1.1.1.2. offeree receives the offer, if the offeror doesn’t set a date
3.1.1.2. Modify, revoke the offer
3.1.1.2.1. The notice on the modification, revocation received before or simultaneously with the time of receiving the offer
3.1.1.2.2. The condition for the modification, revocation being arisen
3.1.1.3. cancellation
3.1.1.3.1. The right to cancel clearly stated in the offer
3.1.1.3.2. The notification must be received before the offeree replies to accept the offer
3.1.2. Accept
3.1.2.1. The notice on the modification, revocation received before or simultaneously with the time of receiving the offer
3.1.2.2. The condition for the modification, revocation being arisen
3.1.3. when
3.1.3.1. offeror receives the reply
3.1.3.2. time limit for reply has expired
3.1.3.3. parties have agreed on the contract contents
3.1.3.4. last party signs the contract
3.1.4. where
3.1.4.1. place agreed
3.1.4.2. No agreement
3.1.4.2.1. The place of residence
3.1.4.2.2. The head office
3.1.5. form - should be written
3.2. How is a contract performed?
3.2.1. where
3.2.1.1. place agreed
3.2.1.2. No agreement
3.2.1.2.1. The location of the immovable property (immovable property)
3.2.1.2.2. - The place of residence (Individual - obligee) - The head office (The legal person – obligee
3.2.2. when
3.2.2.1. on time agreed
3.2.2.2. any time but must notify if no agreement
3.2.3. Unilateral contracts
3.2.4. Bilateral contracts
3.2.4.1. no time limit
3.2.4.1.1. Must concurrently perform.
3.2.4.1.2. Cannot perform concurrently - the obligation which will take more time to be performed shall be performed first
3.2.4.2. time limit
3.2.4.2.1. Perform when the obligations become due
3.2.4.2.2. Not delay performance due to non performance of the other party
3.2.5. Contracts for the benefit of a third party
3.2.5.1. The third party can directly request the obligor to perform the obligation toward it.
3.2.5.2. If the third party refuses to enjoy the benefits before the obligations are performed,
3.2.5.2.1. The obligor escapes his obligations but must notify the obligee thereof, and
3.2.5.2.2. The contract is rescinded
3.2.5.3. If the third party refuses to enjoy the benefits after the obligations are performed,
3.2.5.3.1. The obligations are completed
3.2.5.3.2. The obligee must fulfil its commitments
3.2.5.4. Not amend or rescind the contract if the third party has agreed to enjoy the benefits
3.2.6. Contracts involved in handing over objects
3.2.6.1. distinctive/ascertained
3.2.6.2. fungible
3.2.6.3. An integrative
3.2.7. Contracts including payment
3.2.8. Contracts having a task as its object
3.2.8.1. Object - Perform a task
3.2.8.2. Object - not Perform a task
3.2.9. Contracts including periodic performance of an obligation
3.2.10. Contracts including performance of an obligation through a third party
3.2.11. Contracts including a joint obligation
3.2.11.1. Obligee can request any obligor to perform the entire obligation
3.2.11.2. Obligor performing the entire obligation can ask others to perform their part towards him
3.2.11.3. Obligee exempts the obligor designated from performing the entire obligation → Others are also exempted
3.2.11.4. Obligee exempt one to perform their part → Others must still perform their own part
4. Liability for breach of contracts and Security for the performance of contracts
4.1. breach of contract and its outcome
4.1.1. Not perform
4.1.2. Perform improperly
4.2. liability
4.2.1. Remedies
4.2.1.1. Specific performance
4.2.1.2. Compensation
4.2.1.3. Fines
4.2.1.4. Suspension of the performance
4.2.1.5. Stoppage of the performance
4.2.1.6. Cancellation of contracts
4.2.1.6.1. Conditions for the application
4.2.1.6.2. Notification
4.2.1.6.3. Legal consequences
4.2.2. handing over objects
4.2.2.1. Ascertained object
4.2.2.1.1. Aggrieved party - request for handing over the exact object. Violator - pay for the value of the object if the object no longer exists or is damaged
4.2.2.2. Fungible object
4.2.2.2.1. Pay for the value of the object
4.2.2.3. Violator causes damages
4.2.2.3.1. Pay compensation
4.2.3. performance or no performance of a task
4.2.3.1. Performance of a task
4.2.3.1.1. The aggrieved party can request to keep performing
4.2.3.1.2. The aggrieved party can assign another person to perform, then ask for compensation and the reasonable expenses back
4.2.3.2. No Performance of a task
4.2.3.2.1. The aggrieved party can request to terminate performing
4.2.3.2.2. The violator must restore the initial condition and compensate for damages
4.2.4. delay in acceptance of the performance
4.2.4.1. Pay compensation
4.2.4.2. Bear all the risks arising
4.3. measures
4.3.1. Security measures
4.3.1.1. Pledge of property
4.3.1.2. Mortgage of property
4.3.1.3. Deposit
4.3.1.4. Security collateral
4.3.1.5. Escrow account
4.3.1.6. Guaranty
4.3.1.7. Pledge of trust
4.3.1.8. Title retention
4.3.1.9. Lien on property
5. Amendment and termination of contracts
5.1. Amendment of contracts
5.1.1. agreed by the party
5.1.2. Must be made in writing, notarised, authenticated, registered or permitted if the contract is made in that form.
5.2. terminated
5.2.1. Contract – fulfilled
5.2.2. Contract – Rescinded or unilaterally suspended
5.2.3. Contract - not be performed due to no longer exist of its object
5.2.4. Agreed by the parties
5.2.5. Contractor – die (individuals) or cease to exist (organisations)
5.2.6. Stoppage of the contract performance