商业合同+Business+Contract及答案解析.doc

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1、商业合同+Business+Contract 及答案解析(总分：52.00，做题时间：90 分钟)一、PART ONE(总题数：1，分数：8.00)A. Anyone involved in an international business transaction must have some knowledge not only to protect ones rights, but also to be effective and successful in international trade. Since the basic purpose of international tra

2、de is for the seller (exporter) to obtain payment for goods sold and the foreign buyer to obtain the merchandise he ordered, the payment process must satis fy both parties. Exporters want to get paid as quickly as possible, while importers usually prefer delaying payment at least until they have rec

3、eived the merchandise. Depending on the negotiating strength of the parties and upon the credit and business reputation of each, several different types of payment methods can be chosen.B. However, because of the distance between them, the buyer and seller in most international transactions requirin

4、g the shipment of goods will discover that it will be impossible both to have the seller paid upon shipment and to allow the buyer to delay payment until after inspection once the goods have arrived. Thus, the help of others is required to reduce the risk to both the buyer and the seller. The seller

5、 and the buyer often do not want to be involved in lawsuits as a result of misunderstanding in the sale of goods contract since such lawsuits are often expensive and may involve foreign legal proceedings with unfamiliar laws and different regulations to at least one of the parties.C. The contract fo

6、r the sale of goods between two or more international businesses, thus, will involve more than just the price, quantity, and quality of goods. Many other factors must be taken into account to protect both the buyer and the seller from potential problems over such long distances involving foreign cus

7、toms and rules. The sellers primary risk in an international transaction is not being paid for his goods. The buyer, in contrast, does not want to pay unless he is assured that the goods have arrived at his location, or at least been shipped. He also is concerned about whether the goods are of the q

8、uality and quantity as required in the contract between the parties; therefore, the buyer often wants to inspect the goods before paying for them.D. Some parts of an international transaction are unique and unlike a domestic transaction for the sale of goods. For example, an international transactio

9、n usually involves a geographic separation of the parties, sometimes involving organizations on different continents, therefore, requiring long-distance transportation of goods. The international transaction may involve more than one legal system and perhaps different currencies. Extra regulations m

10、ay be imposed on an international transaction, such as licensing requirements on exports, customs duties or tariffs, and sometimes also quotas. Moreover, the buyer and seller may not know each other and may not wish to trust each other to comply with mutual promises in a transaction involving a lot

11、of money.E. To avoid or minimize some of these problems, international commercial businesses and organizations, as a result of years of experience and custom, have tried to set up ways to spread the foreseeable risk to the buyer and seller through the use of specialized language of certain commercia

12、l terms (FOB, CFR, CIF, bill of lading, bill of exchange or draft, and irrevocable letter of credit) and through setting up the international transaction as a series of smaller transactions, where the risks are smaller and identifiable to each party.（分数：8.00）(1).International transaction for the sal

13、e of goods has its own particular features.（分数：1.00）A.B.C.D.E.(2).Besides basic information of goods, a number of other factors should be considered for the protection of two parties from potential problems in a contract of international business.（分数：1.00）A.B.C.D.E.(3).The process of shipment of goo

14、ds has some risks due to distance.（分数：1.00）A.B.C.D.E.(4).International commercial businesses and organizations have taken some measures to spread the predictable risks to both parties.（分数：1.00）A.B.C.D.E.(5).To ensure an effective international trade, the payment process should be satisfactory to bot

15、h parties.（分数：1.00）A.B.C.D.E.(6).A couple of factors are involved in an international transaction that distinguishes it from a domestic one.（分数：1.00）A.B.C.D.E.(7).Both the buyer and the seller have theft specific concerns in an international trade.（分数：1.00）A.B.C.D.E.(8).Distance imposes some problem

16、s in international transactions, and other assistance is required to minimize the risks to both parities.（分数：1.00）A.B.C.D.E.二、PART TWO(总题数：1，分数：6.00)Classification of ContractsA more complete definition of a contract is a promise or set of promises for which the law will provide a remedy in the even

17、t of a breach. (9)A binding contract must meet the following requirements: 1) It is in the form required by the law; 2) It is between parties with the capacity to contractthat is, legally capable to con tractor made by agents or representatives of the contracting parties with the authority to act; 3

18、) It is enforceable in the event that one of the contracting parties fails to perform the contract. (10) However, the law does require that some agreements are made in writing.(11) Example of agreements to be made in writing include: contracts for the sale of land; contracts of guarantee; contracts

19、for transfer of shares; contracts which muse be made by deed, for instance, a lease for more than three years. (12) In contrast, a contract by deed does not require consideration.(13) For example, a deed may need to be affixed with a seala printed company stampif one party is a limited company. Comm

20、on law requires that a deed is delivered. This determines the date from which the parties are bound. It must be clear on the face of a deed that it is executed by the parties as a deed. (14) For instance: this document is executed as a deed and is delivered and has effect at the date written at the

21、beginning of it.A. Deeds may contain standard wording about execution.B. A binding contract may be made in writing or orally, and implied from conduct, that is, by the behavior of the contracting parties.C. A deed has different formal execution requirements depending on the contracting par ties.D. A

22、s an oral contract is not as valid as a written one.E. A simple contract require considerationthe price in exchange for a promise to do somethingand becomes effective on execution, generally when it is singed.F. This is usually because registration is required for the agreement to be effective and t

23、he relevant registry requires a written agreement.G. There some generally two forms of contracts: binding contract and simple contract.H. Both simple contract and binding contract demand reconsideration.（分数：6.00）填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_三、PART THREE(总题数：1，分数：6.00)In foreign trade, i

24、t is ideal that the seller delivers the goods conforming to the contract in respect of quality, specification, quantity and packing, and hands over the documents concerning the goods at the right time and place stipulated in the contract. And the buyer makes payment for the goods and takes delivery

25、of them in the same manner specified in the contract. However, there always exists a gap between ideal and reality. Complaints or claims may sometimes arise in spite of our well-planned and careful work in the performance of a sales contract. In practice, it is not infrequent that the exporter or th

26、e importer neglects or fails to perform any of his obligations, thus giving rise to breach of contract and various trade disputes, which, subsequently, leads to claim, arbitration, or even litigation.Breach of contract means the refusal or failure by a party to a contract to fulfill an obligation im

27、posed on him under that contract, resulting from, e. g., repudiation of liability before completion, or conduct preventing proper performance. The contract is discharged where the breach results in the innocent party treating it as rescinded and where it has the effect of depriving the party who has

28、 further undertakings still to perform of substantially the whole benefit which was the intention of the parties as expressed in the contract as the consideration for per forming those undertaking.There are two kinds of complaints or claims made by buyers:(1) The genuine complaint or claim, which ar

29、ises from such situation as the following:a. The wrong goods may have been delivered.b. The quality may not be satisfactory.c. The shipment may have been found damaged, short or late.(2) The false complaint or claim, which is made by buyers who find fault with the goods as an excuse to escape from t

30、he contract, because they no longer want the goods or because they have found that they can buy them cheaper elsewhere. Suppose you are the buyer and are suffering from someones mistake. If a complaint or claim has to be made, the matter should be investigated in detail and these details should be l

31、aid before the party charged. Sometimes, a reference to the previously satisfactory deliveries and services may help to win more sympathetic consideration of the present complaint or claim. We must handle complaint or claims in accordance with the principle of “on the first ground to our advantage a

32、nd with restraint“ and settle them amicably to the satisfaction of all parties concerned. It is necessary to study the case in question and as certain what the real cause is and who is the party to be held responsible. We must also be careful in choosing the wording in our correspondence so as to av

33、oid any misunderstandings.（分数：6.00）(1).What is the first paragraph mainly about?A. Sellers deliver goods through ideal.B. Buyers make payment according to the contract.C. Complaints or claims may sometimes appear in the performance of a sales contract.D. There is a big gap between ideal and reality

34、in business practice.（分数：1.00）A.B.C.D.(2).Which is the worst consequence of breach of contract?A. arbitration B. litigation C. claim D. negotiation（分数：1.00）A.B.C.D.(3).The genuine complaint or claim may arise from such situations EXCEPTA. shipment may have been found damagedB. The wrong goods may ha

35、ve been delivered.C. The quality may not be satisfactory.D. The price of the goods is too high.（分数：1.00）A.B.C.D.(4).What is the real motivation for a false complaint or claim?A. The buyer have found goods at more competitive price.B. The quality of the goods may be undesirable.C. The seller has brok

36、en the contract.D. The delivery process disobeys rules.（分数：1.00）A.B.C.D.(5).Why a reference to previous sound practice is made in case of a complaint?A. to set a good example for other sellers.B. to prevent further mistakes.C. to escape possible punishment.D. to gain more sympathetic attitude of the

37、 buyer.（分数：1.00）A.B.C.D.(6).For what proper wording is used in the correspondence?A. for the sake of formalismB. for politenessC. for avoidance of misapprehensionD. for mutual benefit（分数：1.00）A.B.C.D.四、PART FOUR(总题数：1，分数：10.00)The Role of ContractsEach of us enters into many contracts every day with

38、out giving the matter any thought. On the way to work, you stop at a newsstand and buy a newspaper and a pack of gum. You also go into a dinner and buy a cup of coffee and a doughnut. Afterwards, you stop at a discount ticket counter and purchase two tickets to a Broadway show. Finally, you arrive a

39、t the subway station and buy a token. In each of these examples, a contract was made. In each case, there was a valid (21) and acceptance, consideration, mutual assent, and legality. No documents were (22) and no contract (23) took place, yet (24) contracts were formed giving each party certain righ

40、ts and imposing on each some responsibilities as well. Most contracts are (25) completed without a problem and without the interested parties giving the matter much thought. Problems arise when parties to a contract (26) to live up to their agreements or misunderstand what it is they agreed to do. T

41、he law of contracts is called upon to (27). the dispute between the parities in accordance with established rules of law that determine each partys rights and (28) under a valid contract. Parties can avoid many misunderstandings and disagreements between contracting parties, as well as (29) time-con

42、suming litigation, if they have a basic (30) of the law of contracts.（分数：10.00）(1).A. demand B. offer C. requirement D. purchase（分数：1.00）A.B.C.D.(2).A. discussed B. revealed C. signed D. produced（分数：1.00）A.B.C.D.(3).A. negotiation B. debate C. check D. review（分数：1.00）A.B.C.D.(4).A. legal B. availabl

43、e C. effective D. valid（分数：1.00）A.B.C.D.(5).A. basically B. routinely C. generally D. eventually（分数：1.00）A.B.C.D.(6).A. fail B. decide C. refuse D. has（分数：1.00）A.B.C.D.(7).A. determine B. end C. settle D. finish（分数：1.00）A.B.C.D.(8).A. expense B. obligation C. benefit D. opportunities（分数：1.00）A.B.C.D

44、.(9).A. favorable B. cheap C. advantageous D. costly（分数：1.00）A.B.C.D.(10).A. rule B. idea C. understanding D. notion（分数：1.00）A.B.C.D.五、PART FIVE(总题数：1，分数：10.00)The Importance of ContractContract law is (31) great importance in business and in everyday life. Even though most of us are unaware of it,

45、we enter into a (32) number of binding contracts every day. Ordinary business transactions such as buying a pack of gum at the corner grocery store, purchasing a ticket at a movie theater, or ordering a meal at a restaurant all involve valid contracts that pro vide the concerned parties (33) certain

46、 rights and duties.A contract is a legally enforceable promise between two or more people. (34) all con tracts contain enforceable promises, not all promises between people result in contracts. There are many promises made (35) people that the courts will not enforce.For example: Tom invites Lily to

47、 dinner and Lily (36) Tom is looking (37) to the date and can think of little else all day long. A half hour before Tom was to pick her up, Lily calls him and tells him that she will not be able to keep their date since Rose has (38) her to go dancing and she has accepted. Tom is upset, hurt, and qu

48、ite angry. Hed (39) to sue her for breach of contract, since she has clearly broken a promise made to him earlier that day. Will he succeed?Lily may not be a very nice person; she has broken a promise to a friend and needlessly hurt his feelings in the process. She may have had a moral obligation to

49、 attend the dinner date; nevertheless, she had no legal obligation to do so. The agreement she breached was not a con tract, (40) merely a social obligation that the courts will not enforce.（分数：10.00）填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_填空项 1:_六、PART SIX(总题数：1，分数：12.00)Oral and Written Cont