Lecture 2.

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Formation of contract
 Objectives

1. What is contract?
2. Process of form a contract
3. Legally binding Offer and Acceptance
4. Elements of contract (Conditions of Validity of
contract)
5. Support to the requirements of P3(1)
 Formation of Contract

1. What is contract?
 What is a Contract?
(Article 385, Civil Code 2015 of Vietnam) VIETNAMESE LAW
UK LAW

• A contract is a legally binding • Contract is an agreement

agreement between two or between parties on the
more parties that is
establishment, change or
enforceable by law.
termination of civil rights and
obligations.
 Formation of Contract

2. Process to form a contract

 Offer and Acceptance

Legal terms in Vietnamese

(Thế nào là một đề nghị giao kết hợp đồng có hiệu lực?)
 Legal terms in Vietnamese

1. Offer: Lời đề nghị giao kết hợp đồng

2. Acceptance: Chấp nhận lời đề nghị giao kết hợp đồng
3. Offeror: Người đề nghị giao kết hợp đồng
4. Offeree: Người chấp nhận đề nghị giao kết hợp đồng
5. Modification/Withdrawal/ Rescission of Offer: Thay đổi/ Rút lại/ Hủy bỏ lời đề
nghị giao kết hợp đồng

6. Amendment of the Acceptance: Sửa đổi Lời chấp nhận lời đề nghị giao kết hợp đồng
7. Acceptance by silence: Im lặng là đồng ý

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 Offer and Acceptance

Process of Offer and Acceptance

to form a contract
 Formation of Contract
Article 386-397, Civil Code 2015 of Vietnam)

OFFEROR 1. Sending the Offer to enter into contracts OFFEREE

Modification New offer

Withdrawal / Rescission 2. Receipt of the

Death of Offeror Offer
5. Receipt of
the 4. Sending the Acceptance Entirely 3. Accept
Acceptance
Withdrawal
Death of Offeree

New Offer Amendment

6. CONTRACT Habit/ agreed

SILENCE VIETNAMESE LAW
 Offer and Acceptance

Example of Offer and Acceptance

to form a contract
 Example: Offer and Acceptance

3. Pick up some goods as needed

2. Super market displays various goods
1. Going to
Super market
to buy stuff

6. A Contract 3. Take the

is formed 5. Complete goods to
payment Cashier
 Formation of Contract

3. Legally bound

Offer and Acceptance

 Offer and Acceptance

A Legally binding Offer?

(Thế nào là một đề nghị giao kết hợp đồng có hiệu lực?)
 Offer and Not an offer

• OFFER to enter into a contract • Invitation to treat

(Lời đề nghị giao kết hợp đồng) (Lời chào mời)

E.g. E.g.

1. All the items of Ivy shop for sale 50% 1. All the items of Ivy shop for
within December 31th, 2022. sale 50%

2. All the items of Ivy shop for sale 50% 2. All the items of Ivy shop for
within December 31th, 2022 for the first sale 50% for the first 20
20 people of this month people

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 Offer and Acceptance

Legally binding Offer?

(Thế nào là một đề nghị giao kết hợp đồng có hiệu lực?)
 Conditions to be a legally bound Offer

UK LAW VIETNAMESE LAW

• Clearly stated terms; • Clear intention to offer

• Intention to be legally • Intention to be legally bound
bound;
• Specific party/ public
• Communicated to offeree:
(Article 386, Civil Code 2015 of Vietnam)
specific/ unilateral offeree

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 Holdings: Invitation to treat
Fisher v Bell (1960)

The defendant (Bị đơn) He was convicted of

exhibited a flick knife restriction of “Offer for sale”
in his shop window an offensive weapons

Will the action of exhibiting a flick knife in the

shop window means “Offer to sale” ?
 Holdings: Invitation to treat
Fisher v Bell (1960)

Will the action of exhibiting a flick knife in the shop window means “Offer to sale” ?

NO
Reasonings

• Not an offer because:

Goods in a shop window, even those bearing a price tag, represent an invitation to treat

• Becomes an Offer only: when customers asks to buy at the shown price tag
 Holdings : Unilateral offer
Carlill v Carbolic Smoke Ball Co. Ltd (1893, CA)

“The Product would prevent

influenza. They would pay £100
to any person who having used
the product correctly, still caught Mr. Carlill bought the product and still
Influenza”. became ill after using it correctly.
The company will place the £100 in a
separate bank account to show their
commitment

Will this advertisement is an offer and Mr. Carlill

be able to get compensation of £100 ????
 Holdings : Unilateral offer
Carlill v Carbolic Smoke Ball Co. Ltd (1893, CA)

Will this advertisement is an offer and Mr. Carlill be able to get compensation of £100 ????

YES
Reasonings

The advertisement is an Unilateral offer = offer to the world

• Offeree = Any party: knew it + got influenza

• Intention to be bound by the offer: bank deposit of £100

 Offer and Acceptance

A Legally binding Acceptance?

(Thế nào là một Chấp nhận lời đề nghị giao kết hợp đồng có hiệu lực?)
 Conditions to be legal bound Acceptance

VIETNAMESE LAW
UK LAW

• Accept the offer entirely

• Must be a ‘mirror image’ of
the offer; • Time to accept: specific or
reasonable time, if being late,
• Must be unconditional;
telephone…
• Must be communicated to
• If accept by silence
the offeror.
(Article 393, 394, Civil Code 2015 of Vietnam)

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 Offer and Acceptance

Legally binding Acceptance?

(Thế nào là một Chấp nhận lời đề nghị giao kết hợp đồng có hiệu lực?)
 Conditions of a legally bound Acceptance

UK LAW VIETNAMESE LAW

• Must be a ‘mirror image’ of • Accept the offer entirely

the offer; • Time to accept: specific or
• Must be unconditional; reasonable time, if being late,

• Must be communicated to telephone…

the offeror. • If accept by silence

(Article 393, 394, Civil Code 2015 of Vietnam)

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 Formation of Contract

4. Elements of contract
(Conditions of validity of contract)
 Conditions of validity of contract

UK LAW (Article 117, Civil Code 2015 of Vietnam) VIETNAMESE LAW

1. Entirely Voluntarily participate in the

1. Offer and Acceptance contract
2. Consideration (điều kiện đối ứng) 2. Legal capacity of the parties

3. Intention to create legal 3. Purpose and contents is not contrary

relations to law and ethics

4. Form if any

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 *Consideration

• The difference between Vietnamese Law and the UK Law for the
validity of contract.

• Consideration: each party will contribute something of material

value to the bargain

• Money/goods/services/land representing the bargain element of the

contract.
 Assignment 2

5. Support to Requirements of
P3(1)
 Requirements of P1

P3

Choose
A Real CONTRACT Scandal of company Scandal of a
with legal trouble relating to company relating to
EMPLOYMENT law COMPANY LAW

Impact of Legal
Describe the Impact of Legal Impact of Legal
Describe the trouble on Describe the
legal trouble trouble on trouble on
legal trouble Business of legal trouble
Business of Business of
company
company company
 Requirements of P1

P3 (1)
1
Requirement 1 Choose
A Real CONTRACT
with legal trouble

Impact of Legal
Describe the trouble on Business
legal trouble of company

Economic Relationship
Real Violation/ Assumption of Reputation
aspect: between two
Breach of contract Breach of contract
compensatio parties
n damage,
price of stock
 Requirements of P3(1)

P3(1)

Requirement 1 Choose
A Real CONTRACT
with legal trouble

Support the understanding of a contract

Understand how to
form a contract
THE END