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Introduction to International
Legal English
Contract Law
A contract is formed when one party makes an offer to another party, and the other party accepts the offer. In some legal systems, a consideration (the promise to give something of value to the other party) is required for a contract to be enforceable. In common law systems, a one-sided promise does not lead to the formation of an enforceable contract.
The acceptance and offer must exactly match each other. If they do not, the second party can make a counter-offer that the first party must accept or reject. For a valid contract, the parties must agree on the essential terms, including the price and subject matter.
Contracts can be written, as required in most legal systems, or oral (oral contracts). Through a contract, parties receive rights and obligations:
Rights
Something positive that a party wants to get from a contract (e.g., payment of money).
Obligations
Something that a party has to do or give up to get those rights (e.g., obligation to do work).
If a party breaches the contract, the other party may file a lawsuit against the breaching party. The non-breaching (injured) party may be awarded damages, which is money the court decides the breaching party must pay. Other remedies include:
Specific Performance
The court orders the breaching party to perform the contract.
Restitution
If the contract is breached, the injured party can demand to have what they gave returned to them, in some particular circumstances.
Assignment
A party assigns its right under the contract to another party. The party who transfers the rights is the assignor, and the party who gets the rights is the assignee.
Tort Law
A tort is a wrongful act that causes harm to another person or property, for which the injured party can ask for damages (but other remedies may also be available). The harm can be physical, emotional, or financial. Examples of torts include medical negligence, negligent damage to private property, and negligent misstatement causing financial loss.
There are three general categories of torts:
Intentional Torts
Torts committed with the intent to cause harm.
Negligent Torts
Torts committed through carelessness or lack of due care.
Strict Liability Torts
Torts involving the making and selling of defective products.
Tort law and criminal law can overlap, as the defendant may be required to compensate the victim in a tort case and also be punished for a criminal offense. The main differences between tort law and criminal law are:
Parties Involved
In a crime, the state brings an action, while in a tort, a private individual brings an action.
Standards of Proof
The standard of proof is higher in criminal law.
Outcomes
Criminal actions can lead to a conviction or punishment, while tort actions can lead to liability and damages awarded to the claimant.
The aims of tort law are to provide relief for the harm suffered and to deter other potential tortfeasors from committing the same harms. The injured party can sue for both an injunction to stop the tortious conduct and for monetary damages, such as compensatory damages (to put the victim in the
Board of Directors
The people who manage the affairs of the company.
Creditors
Those to whom the company owes money.
Company law manages the relationship between the company and its shareholders, creditors, regulators, and third parties. Company directors serve on the governing board of the corporation, and regulators monitor the activities of companies to ensure they comply with the law.
The process of company formation involves registration, and in the UK, a certificate of incorporation is issued once the company's constitutional documents and statutory forms have been filed. A company's constitution consists of:
Memorandum of Association States the principal object of the company. Articles of Association Regulates the company's internal management and administrative affairs, including rights and obligations, conduct of meetings, and corporate contracts.
Commercial Law
Commercial law is a distinct body of jurisprudence that has developed alongside the growth of large-scale trade. It deals with both private law and public law issues, covering a wide range of commercial fields, such as:
Banking Bankruptcy Carriage of goods Competition law Debtor and creditor Intellectual property Landlord and tenant Mercantile agency Mortgages Negotiable instruments Secure transactions Real property Tax law
Commercial lawyers advise their business clients on both non-contentious work (e.g., drafting contracts) and contentious work (e.g., consequences of a breached contract). Some legal systems have civil codes containing statements of commercial law, while others, like the USA, have the Uniform Commercial Code (UCC). Additionally, many aspects of commercial law are governed by international treaties and conventions, such as those regulated
by the United Nations Commission on International Trade Law (UNCITRAL) and the World Trade Organization (WTO).
Real Property Law
Real property is divided into freehold estates and leasehold. "Real estate" refers to land, everything growing over it, its improvements, the rights to the minerals underneath the land, and the airspace above it.
Freehold Estates
Freehold estates involve an individual's ownership of land for an indefinite period of time. There are three main types:
Fee Simple The complete, unlimited form of freehold estate that is inheritable. It lasts as long as the owner (or heirs) wants. Life Estate The individual retains possession of the land for the duration of their life. Ownership is temporary and ends when the owner dies. Estate Pur Autre Vie Ownership of land for the duration of another person's life.
Estate pur autre vie and Leasehold
Estate pur autre vie
An estate pur autre vie is similar to a life estate, but it is measured by the life of the grantee (the person who receives an interest in the real property from the grantor).
Leasehold
Leasehold interests are classified as personal property, with tangible property referred to as goods and chattels. These interests have a limited duration and are created by a lease.
A lease is a contract that grants the tenant exclusive possession of the property in exchange for the payment of rent or compensation to the landlord. However, a lease has a shorter period of time (less than 12 months) and does not grant exclusive possession.
Furthermore, a licensee is not granted any title interest in the land; it is merely a permission to enter the land for a specific purpose.
Conveyance
Conveyance refers to the transfer of title in land from one person to another. The Statute of Frauds applies to interests in land, requiring instruments such as deeds, real estate sales contracts, and certain written leases.
International Law
In the widest sense, international law includes public international law, private international law, and supranational law. In the narrowest sense, it refers to public international law and private international law as conflict of laws.
Public International Law
Public international law consists of the rules, laws, and legal principles that govern the rights and duties of nation-states in relation to each other. The main sources of public international law are customs, legislation, and treaties, with the most important treaty being the Vienna Convention on the Law of Treaties.
Treaties can take various forms, such as conventions, agreements, charters, framework conventions, and outline conventions. Customary international law, which originates from a pattern of state practice motivated by a sense of legal right or obligation, is another important source of public international law.
Public international law is made, applied, implemented, and enforced by international institutions and intergovernmental organizations. Other important international law norms have been created by organizations such as the World Health Organization, the World Trade Organization, and the International Monetary Fund.
Private International Law
Private international law deals with the rights and duties of private individuals and business entities from different sovereign states. It addresses the jurisdiction in which a case may be heard and which laws from each jurisdiction apply, handling conflicts between individuals or business entities.
Supranational Law
Supranational law refers to regional agreements where national laws cannot be applied if they conflict with the supranational legal framework. The only example of supranational law is the European Union, which has a legal order in international law where sovereign nations have united their authority through a system of courts and political institutions.
The East African Community is another example, as it aims to become a political federation with its own form of binding supranational law by 2010.
Comparative Law
Comparative law studies the differences between various legal systems, including civil law, common law, and religious (or theological) legal systems. Its importance has increased due to two main reasons:
Globalization of world trade, which requires commercial lawyers to work with colleagues and clients from different jurisdictions. The need to harmonize and unify previously separate jurisdictions, as the European Union has done.
Comparative law is related to private international law, and the harmonization of law develops out of a need to simplify rules at the national level and between sovereign states. There are two main sources of international uniform law:
The Hague Conference on Private International Law (HCCH): A global intergovernmental organization with over 60 member states, it is the leading organization in private international law, and an increasing number of non-members want to participate. It aims to unify private international law in a wide range of areas, requiring the finding of internationally agreed approaches to issues such as jurisdiction of the courts, applicable law, and the recognition and enforcement of judgments.
The International Institute for the Unification of Private Law (UNIDROIT): Consisting of 60 members, UNIDROIT researches the needs and methods for modernizing, harmonizing, and coordinating private international law.
