Contract. Types of a contract.

Text 1. Read and translate the text about contracts in the USA. Consult the Vocabulary for the meanings of special terms.

THE NOTION AND TYPES OF CONTRACTS

The Restatement of Contracts defines a contract as "a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty." In other words, a contract is an agreement that the law will hold the parties to. This preceding definition can be considered a common law definition. Common law contract principles apply to contracts involving real estate and services.

Contracts for the sales of goods are governed by the Uniform Commercial Code (UCC), which has modified the common law. The UCC defines a contract as "the total legal obligation which results from the parties' agreement as affected by this Act and by other applicable rules of law." Goods are defined by the UCC as movable personal property. The UCC is more liberal than the common law in upholding the existence of a contract. This is to facilitate commercial transactions. Additionally, the IJCC applies special rules to merchants, who are persons having special knowledge and skill in dealing with the goods involved in a transaction.

Contracts are classified in different ways. Formal contracts are governed by special rules and are divided into four types: (1) recognizances, (2) negotiable instruments and documents, (3) letters of credit, and (4) contracts under seal. A contract under seal can result from an impression from a ring, but this procedure has generally been waived and a wax impression is generally not necessary. The word seal or letters "LS" have been recognized as sufficient to constitute a sealed contract. Generally contracts require mutual promises; however, if the contract is under seal in a state which recognizes such contracts, a party seeking to enforce a contract can do so even though they have made no promise in return.

The effect of the seal has lost much of its legal force. Twenty-five states do not recognize the seal. In some states, even if contracts under seal are recognized, lack of consideration is a defense to a suit to enforce the contract. Under the UCC, a seal on a contract for the sale of goods is ineffective.

Informal contracts are those contracts not subject to special statutory rules governing formal contracts. This term does not refer to a writing, however, as an informal contract can be written. Most contracts are informal.

Contracts may also be classified as express and implied. An express contract is one in which the terms are spelled out directly. An implied contract is one that is inferred from the actions of the parties. Common law marriages are recognized in one-third of the states and they arise when a couple live together with the intent to be married regardless of their failure to obtain a license or go through a ceremony. Living together by itself is not sufficient and intent is crucial to the existence of a common law marriage.

Quasi-contracts (implied in law) are in reality not contracts at all, but rather contractual obligations imposed by law in order to avoid unjust enrichment.

Bilateral contracts are those in which there is a mutual exchange of promises. Each party is both a promisor and a promisee, as each party promises to do something and each party receives a promise. In a unilateral contract only one party makes a promise. The unilateral contract is accepted by the promisee performing. Thus, if I promise you $500 and you promise to paint my house we have a bilateral contract, assuming the other necessary elements are present. However, if I offer $500 to you to paint my house and your acceptance is to be through performance it is a unilateral contract when you perform.

Contracts are also categorized as void, voidable, and unenforceable. A void contract is one lacking a necessary element and is not a contract at all. For example, a contract to commit murder would be void. A voidable contract is one that is unenforceable by one party but enforceable by the other.

Unenforceable contracts are contracts, which were valid when made, but for some reason are now unenforceable. For example, Statutes of Limitations require actions to be instituted within certain time frames. If one party to a contract waits too long to institute a proceeding to recover for breach of contract, their action may be barred and the contract would be unenforceable.

Executed contracts are those which have been fully performed by both parties to the contract. If one party has performed his promise but the other has not, the contract is called partially executed. If neither party has yet carried out their promise the contract is executory.

 

Active Vocabulary:

bilateral - двосторонній

breach - розірвання, порушення умов

remedy - відшкодування

hold to - налаштовувати

modified - змінений

obligations - гарантії, зобов'язання

to uphold - захищати, підтримувати

to facilitate - сприяти, полегшувати

commercial transactions - торгoвельні угоди, операції

merchant - торговець

goods - товари

recognizances - зобов’язання

negotiable instruments - оборотні кредитно-грошові документи

letters of credit - акредитиви

contract under seal - договір, скріплений печаткою

to enforce - вводити в дію

statutory rules - встановлені законом правила

express contract - позитивно виражений договір

implied contract - договір, якого в явному вигляді не існує

intent - намір, ціль

to avoid unjust enrichment - уникати нечесного збагачення

promisor - особа, що дає обіцянку

promisee - особа, якій дають обіцянку

void contract - недійсний договір

voidable contract - договір, що може бути анульований

unenforceable contract - договір, що не має сили; незаконний

executed contract - договір, умови якого сторонами повністю виконані

executory contract - договір з виконанням у майбутньому

 

Answer the following questions:

1) How is a contract defined?

2) What are contracts for the sales of goods governed by?

3) How does the UCC define a contract?

4) Who are merchants?

5) How can contracts be classified?

6) What is the difference between formal and informal contracts?

7) How may contracts be also classified?

8) What kind of contracts are quasi-contracts?

9) What do bilateral and unilateral contracts mean?

10) What is the difference between void, voidable, and unenforceable contracts?

11) What are executed contracts?

Task I7. Choose the correct variant.

1. Contract:

a) is an agreement that the law will hold the parties to;

b) is an agreement that is looked upon by the state;

c) is an agreement between two individuals benefiting one of them.

2. Obligation:

a) is some kind of moral agreement;

b) is something a person undertakes to do for a gratification on the part of the person profiting from his/her action;

c) is the binding power of a vow, promise, oath, or contract, or of law, or of moral, independent of promise.

3. Goods:

a) is movable personal property;

b) is immovable personal property;

c) is movable and immovable personal property.

 

4. Merchants:

a) are persons trading overseas;

b) are persons who have special knowledge and skill in dealing with the goods involved in a transaction;

c) are persons who earn money by exchanging amount on good faith basis.

5. Recognizance:

a) is some recognized legal instrument that is entered into in presence of two witnesses;

b) is some unrecognized legal instrument;

c) is the obligation to do some act required by law which is specified there in.

6. Informal Contracts:

a) are those contracts that are not subject to special statutory rules governing formal contracts;

b) are the contracts that are neither written nor voiced;

c) are the legal instruments concluded by the parties to a transaction which do not provide any special supervision.

7. Express Contract:

a) is one in which terms are spelled out directly;

b) is one that is inferred from the action of the parties;

c) is one that is quickly executed and carried out.

8. The Parties to a Contract are called:

a) promisor and promisee;

b) claimant and respondent;

c) giver and givee.

9. Void Contract:

a) is a contract with a void;

b) is a contract lacking a necessary element;

c) is a contract that is unenforceable by one party.

10. Unenforceable Contract:

a) is a contract that is valid when made but for some reason is now unenforceable;

b) is a contract that was unenforceable from the very beginning;

c) is a contract that is enforceable only in a certain place and at a certain time.

 

Task I8. Match the English words and phrases to make comprehensible sentences.

a) voidable 1. A promise or set of promises for the breach of which the law gives a remedy.

b) quasi-contract 2. A contract under seal.

c) implied contract 3. May render contract enforceable.

d) express contract 4. Only one party makes a promise.

e) statute of limitations 5. A contract is inferred from the actions of the parties.

f) formal 6. A contract imposed by law.

g) executed 7. A promise for a promise.

h) unilateral contract 8. A contract enforceable by one party but not by the other.

i) bilateral contract 9. A contract that has been fully performed by both parties.

j) contract 10. A contract where terms are spelled out directly.

 

Task I9. Find the English equivalents for the following words in the text above.

 

Комерційний, недійсний, двосторонній, багатосторонній, письмовий, безпосередньо обумовлений, виконаний, заперечний, скріплений печаткою, договір з виконанням у майбутньому, вплинути, підтримати, полегшити, відмовитись (від права), уникати, визнавати, робити висновки, нерухомість, послуги, обіцянка, ліцензія, збагачення, вбивство, торговець, порушення, намір.

 

UNIT 2. KEYS TO SUCCESSFUL NEGOTIATION.

Everyone negotiates. Negotiations are an integral part of our jobs, our lives, and our relationships. We even negotiate with ourselves when we work out the relative value things. Few people understand the negotiation process and the effect attitude, people skills and dealing with conflict have in a win-win negotiation. Negotiation is a life skill and an art. As a life skill, you negotiate every day whether you are aware of it or not. As an art, it has to be cultivated and developed over time. Developing a negotiation talent requires turning our thinking around. Learn the secrets and enjoy the process instead of dreading what you might perceive as a conflict.

Today, negative comments and antagonistic attitudes are popular about negotiations. Most people look at the negotiation process as at war. Negative experiences and pessimistic attitudes lead to negativity and destructive behaviour in negotiations. The potential for a positive outcome and the development of long-standing affable relationship is tremendous.

A negotiation is a discussion intended to produce an agreement. Negotiating is a crucial step in your organization’s decision-making process and is a great way to solve problems. A conflict resolved through negotiation keeps your members happy and helps your organization run more efficiently. Here are some steps for successful negotiations:

Listen. First of all listen to those with whom you are negotiating. Hear their point of view and try not to consider their ideas as wrong. Try to keep an open mind; your ideas are not the only great ideas! Take turns with others in your organization in making points and remember to let them finish expressing their ideas. Not only listening is important, but make sure the speaker knows you are paying attention. Making small gestures, such as nodding and maintaining eye contact are some ways to show others that you are interested in what they are saying.

Define goals clearly. Express your views plainly and clearly so that others may understand what you are trying to say. Some ways to help get your points across are visuals. Handouts are a great way to reiterate your points and it helps them make a decision on what is best for your organization.

Understand the problem. Being a leader requires you to be knowledgeable in many things related to your organization. Be aware of what problem you are trying to solve, and be open to the many possible solutions. By being on top of the problems in your organization, you will be able to run it more efficiently. By resolving problems in a timely manner, you help prevent future problems while keeping those in your organization happy.

Ask questions. If you find yourself in a situation where you do not understand another’s argument, do not be afraid to ask questions. It is important to thoroughly understand all points being made. It is also important to understand the reasoning behind them. When people are not being concise, it is your responsibility to recognize this and address the matter. Questioning will not only help you understand the issue, but it will also help other members of your organization understand as well.

Consider alternatives. Be conscious of the fact that there are several ways to solve a situation, and that they all are suitable options. Listen to those in your organization and keep an open mind. If your group finds itself in a situation where they cannot find the best solution to the problem, brainstorm alternatives. A brainstorming activity is a perfect way to get great ideas fast.

Solution. When trying to reach an agreement on an issue, it is best if it comes to a consensus. It is important to have the full support of the members of your organization. If not, then the problem is not resolved and alternative solutions should be addressed. Everyone should give their appropriate input and influence the final decision. With successful negotiating, problems in your organization will be resolved and it will run more effectively.

The conditions of the arrangement are those musical notes that can certainly make your other important objectives agreeable and workable. If you know what you want you can prioritize your requirements.