Professional Documents
Culture Documents
Assignment A Counter Offer: Background Notes
Assignment A Counter Offer: Background Notes
+ A common-law term
+ The least transparent
+ The most controversial of the three essential elements
+ is often money
+ But it covers everything that is of value to the parties
+ Bothe parties provide consideration for the other party
Implied contract
+ the three elements are implied by the actions of the parties
+ Even if no conversation takes place
+ And no document change hands
For example: a man who parks his car in a private car park has entered into
an implied contract with the car park’s owners to pay their fees
In what situation do people need contract?
- Company formation
- Sale of lease of property (real estate)
- Recruitment
- Agreement to supply a product a service
- Bank loans
BACKGROUND NOTES
Assignment: transferring the rights of the contract to another person
A counter offer: a response to an offer, offering new terms. As such, it is a
rejection of the original offer – lời đề nghị khác trong hợp đồng
An instrument: a written legal document, such as a contract or a will
Statue of frauds: in most common-law jurisdictions, states which types of
contract must be in writing. This includes not only property, but also
marriage, etc.
Acceleration: clause in a contract requiring the obligor to pay all or a part of
a payable amount sooner than as agreed upon the occurrence of some event
or circumstance stated in the contract, usually failure to make payment –
điều khoản hối thúc
Assignment: clause prohibiting or permitting assignment under certain
conditions – điều khoản chuyển giao
Confidentiality: clause concerning the treating of information as private and
not for distribution beyond specifically identified individuals or
organizations, nor used other than for specifically identified purposes – điều
khoản bảo mật thông tin
Consideration: clause expressing the cause, motive, price or impelling
motive which induces one party to enter into an agreement – đối ứng
Force majeure: clause designed to protect against failures to perform
contractual obligations caused by unavoidable events beyond the party’s
control, such as natural disasters or wars – điều khoản về điều bất khả kháng
Liquidated damages = stipulated damages: clause referring to an amount
predetermined by the parties as the total amount of compensation a non-
breaching party should receive if the other party breaches a part of the
contract – điều khoản về thiệt ước tính
Entire agreement: clause stating that the written terms of an agreement may
not varied by prior or oral agreements because all such agreements have
been consolidated into the written document – điều khoản nguyên bản
Severability: clause providing that, in the event that one or more provisions
of the agreement are declared unenforceable, the balance of the agreement
remains in force. – điều khoản hiệu lực từng phần
Termination: clause outlining when and under which circumstances the
contract may be terminated – điều khoản giải ước / chấm dứt hợp đồng
Payment of costs: clause setting out which party is responsible for payment
of costs related to preparation of the agreement and ancillary documents –
điều khoản thanh toán chi phí
Lack of legal capacity: when one party doesn’t have the ability to enter into
a legal contract, i.e. is not of legal age, is insane or is a convict or enemy
alien – không có năng lực pháp luật
Duress: when one party induces another into entering into a contract by use
or threat of force, violence, economic pressure or other similar means – thúc
ép ký hợp đồng
Illegality of subject matter: when either the subject matter (e.g. the sale of
illegal drugs) or the consideration of a contract is illegal
Fraud in the inducemet: when one party is intentionally misled about the
terms, quality or other aspect of the contractual relationship that leads the
party to enter into the transaction – sự gian lận hối thúc 1 bên ký hợp đồng
cho nhanh
Act of god: legal term for natural disasters such as floods, earthquakes, etc.
To default on a loan: to fail to make a payment on time
Covenant: legally binding agreement
Schedule: an appendix to a legal document, such as a table or financial data
or a list of names and addresses – mục lục
Exhibit: is also attached to a legal document, and is referred to in the
document, but it exists independently of the document and may be different
in style – phụ lục
Credit rating: mức độ tín nhiệm
To supersede = to replace
Respecting: with respect, regarding
Capitalized terms: these terms are defined
Precedent: preceding, before
Execute the covenant: sign the covenant
Controlling ownership interest:
Lessee: person who leases sth, typically property, from somebody else
Wire transfer: electronic transfer of funds
Provision: a clause which states a condition that must be met – điểu khoản
Franchising: nhượng quyền
Power of attorney: ủy quyền
To take offence: tự ái