下载文档原格式
合同翻译常用句型和词汇来源：达人的日志This contract is made in two originals that should be held by each party. 此合同一式二份，由双方各持一正本。
What is left unmentioned in contract may be added there as an appendix. 本合同未尽事宜，可由双方增补作为合同附件。
The Contract is written in quadruplicate(two for original and copy respectively) which shall become valid on the date of signature.本合同一式四份（正副本各两份）自签署后生效This Contract is executed in two counterparts each in Chinese and English, each of which shall be deemed equally authentic. This contract is in 2 copies effective since being signed/ sealed by both parties.本合同为中英文两种文本，两种文本具有同等效力。
本合同一式两份。
自双方签字（盖章）之日起生效。
This contract is made by and between the buyers and sellers，whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below.本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。
第1篇Facts:The plaintiff, John Smith, filed a lawsuit against the defendant, Jane Johnson, in the Superior Court of the State of New York. The case revolves around a dispute over the interpretation of a real estate contract and the subsequent breach of the contract by the defendant.Background:John Smith and Jane Johnson entered into a real estate contract on January 1, 2020, for the sale of a residential property located in New York City. The contract, dated January 1, 2020, provided that Smith would purchase the property from Johnson for a total purchase price of $1,000,000. The contract was signed by both parties and contained the following terms:1. Smith was to pay Johnson a deposit of $50,000 upon signing the contract.2. The closing date for the sale was set for March 1, 2020.3. Johnson agreed to convey clear title to the property, free and clear of all liens and encumbrances.4. The contract contained an arbitration clause, which provided that any disputes arising out of the contract would be resolved by an arbitrator appointed by the American Arbitration Association (AAA).On January 2, 2020, Smith paid Johnson the required deposit. However, on February 15, 2020, Johnson notified Smith that she was unable to convey clear title to the property due to an outstanding lien placed on the property by a previous lender. Johnson requested an extension of the closing date to allow her to resolve the lien issue.Smith, in response, demanded that Johnson provide him with an immediate release of the lien or that the contract be terminated. Johnson refused to comply with Smith's demands and failed to provide an immediaterelease of the lien. As a result, the closing did not take place on March 1, 2020, as scheduled.Issues:The central issue in this case is whether Johnson breached the real estate contract by failing to provide clear title to the property and by refusing to comply with the terms of the contract.Legal Analysis:1. Interpretation of the Contract:The court must first interpret the terms of the real estate contract. Under New York law, contracts are to be interpreted according to their plain and ordinary meaning. In this case, the contract clearly states that Johnson agreed to convey clear title to the property, free and clear of all liens and encumbrances.The court must determine whether Johnson's failure to provide cleartitle constitutes a breach of the contract. The plain language of the contract indicates that clear title was an essential term of the agreement. Therefore, Johnson's failure to provide clear title is a material breach of the contract.2. Breach of Contract:A breach of contract occurs when one party fails to perform an essential term of the contract. In this case, Johnson's failure to provide clear title is a clear violation of the contract. Furthermore, Johnson's refusal to comply with the terms of the contract by failing to provide an immediate release of the lien further constitutes a breach of contract.3. Arbitration Clause:The contract contains an arbitration clause, which provides that any disputes arising out of the contract would be resolved by an arbitrator appointed by the AAA. However, the issue of whether Johnson's breach ofcontract constitutes a material breach that would invalidate the arbitration clause is a matter of dispute.Under New York law, a party may challenge the enforceability of an arbitration clause if the breach of contract is so fundamental that it goes to the essence of the contract. The court must determine whether Johnson's breach of contract is fundamental to the agreement.4. Damages:If the court finds that Johnson breached the contract, the next issue is the amount of damages to be awarded to Smith. Smith may seek damages for the loss of the opportunity to purchase the property, as well as any costs incurred in attempting to rectify the breach.Decision:The court finds that Johnson breached the real estate contract byfailing to provide clear title to the property and by refusing to comply with the terms of the contract. Johnson's breach is material and goes to the essence of the agreement. Therefore, the arbitration clause does not apply to this dispute.The court awards Smith damages in the amount of $1,000,000, representing the total purchase price of the property. Additionally, the court awards Smith $50,000 in attorney's fees and costs incurred in bringing this action.Conclusion:This case illustrates the importance of clear and precise contract language in real estate transactions. It also highlights the court'srole in interpreting contracts and determining whether a breach of contract has occurred. Furthermore, the case underscores thesignificance of arbitration clauses in resolving disputes and the circumstances under which such clauses may be invalidated.---This is a simplified example of a legal case and does not cover all the complexities that may arise in a real-world scenario. The case is intended to serve as an educational tool for understanding legalanalysis in English.第2篇INTRODUCTIONThis case study explores the legal dispute between Johnson and Smith, focusing on the issues of contract law, tort law, and damages. The case involves the breach of a contract, the tort of negligence, and the assessment of damages. This analysis aims to provide a comprehensive understanding of the legal principles involved and the outcome of the case.FACTSIn June 2020, Johnson, a contractor, entered into a contract with Smith, a property owner, to renovate his house. The contract specified that the work would be completed within three months from the date of commencement. The contract also included a clause that provided for liquidated damages in the event of a breach.On the agreed date, Johnson commenced the work. However, due to unforeseen circumstances, he was unable to complete the work within the stipulated timeframe. Specifically, Johnson faced difficulties in procuring the necessary materials and labor due to the COVID-19 pandemic, which had disrupted the supply chain. Consequently, Johnson requested an extension of the deadline, which Smith reluctantly granted.Despite the extension, Johnson was still unable to complete the work within the revised timeframe. As a result, Smith sued Johnson for breach of contract and negligence. Smith claimed that Johnson's failure to complete the work on time caused him significant financial and emotional distress.ISSUES1. Breach of ContractThe first issue in this case is whether Johnson breached the contract with Smith. To determine this, we need to analyze the terms of the contract and the extent to which Johnson fulfilled his obligations.2. Tort of NegligenceThe second issue is whether Johnson committed the tort of negligence. To establish negligence, the plaintiff must prove that the defendant owed a duty of care, breached that duty, and caused harm to the plaintiff.3. Assessment of DamagesThe third issue is the assessment of damages suffered by Smith due to Johnson's breach of contract and negligence. This involves quantifying the financial and emotional losses incurred by Smith as a result of Johnson's actions.ANALYSIS1. Breach of ContractThe contract between Johnson and Smith clearly stipulated that the work would be completed within three months. However, Johnson failed tofulfill this obligation due to unforeseen circumstances. The contract also included a clause providing for liquidated damages in the event of a breach. This clause allows the injured party to recover a predetermined sum as damages without proving actual losses.In this case, Johnson's failure to complete the work on time can be considered a breach of contract. However, the question remains whether the breach was due to unforeseen circumstances beyond his control, which may excuse his liability.2. Tort of NegligenceTo establish negligence, Smith must prove that Johnson owed him a duty of care, breached that duty, and caused harm. In this case, Johnson owed a duty of care to Smith as a contractor to perform the work in a competent and timely manner. By failing to complete the work within the stipulated timeframe, Johnson breached this duty.Moreover, Smith suffered financial and emotional distress as a result of Johnson's breach. Therefore, it can be concluded that Johnson committed the tort of negligence.3. Assessment of DamagesIn assessing damages, the court must consider both the financial and emotional losses suffered by Smith. Financial losses may include the cost of hiring another contractor to complete the work, the loss of use of the property during the renovation, and any additional expenses incurred as a result of the delay.Emotional distress can also be considered as part of the damages. Smith may claim compensation for the inconvenience, stress, and anxiety caused by the delay in completing the renovation.CONCLUSIONIn the case of Johnson v. Smith, the court found that Johnson breached the contract and committed the tort of negligence. As a result, the court awarded damages to Smith, which included the cost of hiring another contractor, the loss of use of the property, and compensationfor emotional distress.This case highlights the importance of clear contract terms and the need for contractors to fulfill their obligations. It also underscores the legal implications of breaching a contract and the potential forliability in tort law. Furthermore, it demonstrates the court's approach to assessing damages and its consideration of both financial and emotional losses suffered by the injured party.第3篇Court: Supreme Court of the State of New YorkDate: March 15, 2023Facts:The plaintiff, John Smith, filed a lawsuit against the defendant, Jane Johnson, seeking damages for breach of contract and negligence. The caserevolves around a real estate transaction that took place between the parties in 2021.On January 1, 2021, John Smith entered into a contract with Jane Johnson to purchase a residential property located at 123 Main Street, New York City. The contract was executed and contained all the necessary terms and conditions, including the purchase price, closing date, and specific performance obligations.According to the contract, Jane Johnson was to deliver the property to John Smith by February 28, 2021. However, due to various reasons, Jane Johnson failed to comply with the agreed-upon closing date. The property was finally transferred to John Smith on March 15, 2021, which was 17 days beyond the original agreement.During the delay, John Smith incurred additional expenses, including storage fees for his belongings, temporary housing costs, and loss of rent from his rental property. Moreover, the delay caused significant inconvenience and emotional distress to John Smith and his family.Upon discovering the delay, John Smith contacted Jane Johnson and demanded compliance with the contract. Jane Johnson, however, claimed that she was unable to close the transaction on time due to unforeseen circumstances beyond her control, such as a delay in obtaining the necessary financing.John Smith, dissatisfied with Jane Johnson's explanation, filed alawsuit seeking damages for breach of contract and negligence. He alleged that Jane Johnson's failure to comply with the contract terms caused him substantial financial and emotional harm.Issue:The central issue in this case is whether Jane Johnson's breach of contract and negligence resulted in damages to John Smith, and if so, the amount of damages he is entitled to recover.Discussion:Breach of Contract:John Smith's claim for breach of contract is grounded in the contract between the parties. According to the terms of the agreement, Jane Johnson was obligated to deliver the property to John Smith by February 28, 2021. By failing to do so, she breached her contractual obligations.Under New York law, a breach of contract occurs when one party fails to perform their contractual duties. In this case, Jane Johnson's failure to deliver the property on time constitutes a breach of contract.To recover damages for breach of contract, John Smith must prove that he suffered actual damages as a result of the breach. Actual damages are monetary losses incurred by the plaintiff as a direct result of the breach. In this case, John Smith has presented evidence of the following actual damages:1. Storage fees for his belongings: $5002. Temporary housing costs: $1,2003. Loss of rent from his rental property: $1,0004. Emotional distress: $2,000 (subject to the court's discretion)Negligence:In addition to breach of contract, John Smith also claims that Jane Johnson's actions were negligent. Negligence occurs when a person fails to exercise reasonable care, resulting in harm to another person.To establish a claim for negligence, John Smith must prove the following elements:1. Duty of care: Jane Johnson owed him a duty of care to perform the contract in accordance with its terms.2. Breach of duty: Jane Johnson breached her duty by failing to deliver the property on time.3. Causation: The breach of duty caused John Smith to suffer damages.4. Damages: John Smith suffered actual damages as a result of the breach.In this case, John Smith has successfully established each element of negligence. Jane Johnson had a duty to perform the contract as agreed, she breached that duty by failing to deliver the property on time, and the breach caused John Smith to suffer actual damages.Damages:The court must now determine the amount of damages to award John Smith. As previously mentioned, John Smith has presented evidence of the following actual damages:1. Storage fees for his belongings: $5002. Temporary housing costs: $1,2003. Loss of rent from his rental property: $1,0004. Emotional distress: $2,000In addition to these actual damages, the court may also award John Smith damages for his emotional distress. Emotional distress damages are intended to compensate the plaintiff for the pain, suffering, and inconvenience they have endured as a result of the defendant's actions.The court will consider the following factors in determining the amount of emotional distress damages to award:1. The nature and duration of the distress suffered.2. The circumstances surrounding the distress.3. The impact of the distress on the plaintiff's daily life.Decision:Based on the evidence presented, the court finds that Jane Johnson breached the contract and was negligent in her actions. The courtfurther finds that John Smith suffered actual damages, including storage fees, temporary housing costs, loss of rent, and emotional distress.The court awards John Smith the following damages:1. Storage fees: $5002. Temporary housing costs: $1,2003. Loss of rent: $1,0004. Emotional distress: $2,000Conclusion:This case serves as a reminder of the importance of fulfilling contractual obligations and exercising reasonable care. When a breach of contract or negligence occurs, the injured party may seek damages to compensate for their losses. The court's decision in this case reflects the principles of contract law and negligence, ensuring that John Smith receives the compensation he deserves for the harm caused by Jane Johnson's actions.Footnotes:1. New York General Obligations Law § 5-1401.2. Restatement (Second) of Torts § 281.3. See generally, N.Y. C.P.L.R. § 901.End of Case.。
民法典合同编英文**Analysis and Practical Application of the English Version of the Contract Section in the Civil Code****英文内容：**The Civil Code, a comprehensive compilation of civil laws in China, serves as the fundamental legal basis for regulating social relations and safeguarding the legitimate rights and interests of individuals and organizations. Among its various sections, the Contract Section plays a pivotal role in governing contractual relationships, promoting fairness, and ensuring legal certainty.The Contract Section of the Civil Code, encompassing various provisions on the formation, performance, modification, termination, and interpretation of contracts, provides a comprehensive legal framework for parties involved in contractual relationships. One of the key principles underlying these provisions is the autonomy of the parties, which emphasizes the freedom of contract and the need for parties to abide by their contractual obligations.In terms of contract formation, the Code emphasizes the importance of mutual consent and the legality of the contract. Parties are required to reach a consensus on the terms and conditions of the contract, and any contract that violates laws, regulations, or public order and good customs is deemed invalid. This ensures that contracts are fair, equitable, and beneficial to all parties involved.With regard to contract performance, the Code outlines the obligations and rights of the parties. Breach of contract is a serious offense that can lead to legal consequences such as compensation for losses, specific performance, or termination of the contract. The Code also provides for the resolution of disputes arising from contract performance, including negotiation, mediation, arbitration, and litigation.The Contract Section also covers modifications and terminations of contracts. Parties may modify a contract through mutual agreement, provided that such modifications do not violate any laws or regulations. Termination of a contract can occur in various scenarios, such as expirationof the contract term, breach of contract by one party, or mutual agreement by the parties involved.Finally, the Contract Section emphasizes the importance of contract interpretation. When there are ambiguities or disputes regarding the interpretation of contract terms,the Code provides guidelines for resolving such issues,such as the principle of good faith, the principle of fairness, and the principle of customary practices.**中文内容：**《民法典》作为中国民事法律的综合汇编，为调节社会关系、保障个人和组织的合法权益提供了根本法律依据。
外贸合同订单贸易纠纷条款英文范文In international trade, disputes are not uncommon. They can arise from misunderstandings, differences in interpretation of contracts, or non-compliance with terms and conditions. To mitigate such risks, it is crucial to have a well-drafted dispute resolution clause in the foreign trade contract. This clause serves as a roadmap for resolving disputes and provides a clear procedure to follow, which can save both parties time and money.Dispute Resolution Clause。
The parties to this contract agree that any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be resolved as follows:1. Negotiation。
The parties shall first seek to resolve the dispute by amicable negotiation. Upon the occurrence of any dispute, either party may send a written notice to the other party, outlining the nature of the dispute and requesting a meeting to negotiate in good faith with the intention to resolve the dispute.2. Mediation。
第1篇Executive Summary:The present legal case report details the facts, legal issues, and resolution of the tort case Johnson vs. Smith. This case involves a claim of negligence and breach of duty of care by the defendant, Smith, resulting in damages to the plaintiff, Johnson. The report analyzes the court's decision and its implications for tort law in the jurisdiction.Introduction:In the civil court of [Jurisdiction Name], the plaintiff, Johnson, filed a lawsuit against the defendant, Smith, alleging negligence and breach of duty of care. The case revolves around an incident that occurred on [Date of Incident], where the defendant's actions caused significant harm to the plaintiff. The court's decision in this case has significant implications for tort law and the standard of care owed by individuals in similar circumstances.Facts of the Case:On [Date of Incident], the plaintiff, Johnson, was walking along [Location of Incident] when he was struck by a vehicle driven by the defendant, Smith. Johnson suffered severe bodily injuries, including fractures, lacerations, and permanent scarring. He was rushed to the hospital, where he underwent several surgeries and extensive rehabilitation.The incident occurred when Smith was driving his car at an excessive speed, violating local traffic regulations. Johnson, who was in a marked crosswalk, had the right-of-way according to the traffic laws. Smith admitted to being distracted by his phone at the time of the accident and failed to yield to Johnson's right-of-way.Legal Issues:The central legal issue in this case is whether the defendant, Smith, owed a duty of care to the plaintiff, Johnson, and whether he breached that duty, resulting in damages.1. Duty of Care:The court determined that Smith owed a duty of care to Johnson as a driver on the road. This duty of care is rooted in the generalobligation to exercise reasonable care to avoid causing harm to others.2. Breach of Duty:The court found that Smith breached his duty of care by driving at an excessive speed, being distracted by his phone, and failing to yield to Johnson's right-of-way. The court held that these actions were negligent and fell below the standard of care expected of a reasonable driver.3. Causation:The court concluded that there was a direct causal link between Smith's breach of duty and Johnson's injuries. The evidence showed that the accident would not have occurred had Smith not been driving negligently.4. Damages:The court considered the extent of Johnson's damages, including medical expenses, pain and suffering, lost wages, and future earning capacity. The court awarded Johnson compensatory damages to cover these losses.Decision of the Court:The court found the defendant, Smith, liable for negligence and breach of duty of care. The court awarded the plaintiff, Johnson, compensatory damages in the amount of [Amount of Damages]. The court also ordered Smith to pay Johnson's attorney's fees and costs.Implications of the Decision:The decision in Johnson vs. Smith has several implications for tort law and the standard of care:1. Standard of Care:The case reinforces the importance of adhering to the standard of care when operating a motor vehicle. Drivers are expected to remain attentive and follow traffic laws to prevent accidents and injuries.2. Distracted Driving:The court's decision highlights the dangers of distracted driving and the potential for severe consequences. It serves as a cautionary talefor drivers to refrain from using phones or engaging in otherdistracting activities while operating a vehicle.3. Causation in Tort Cases:The court's finding of direct causation between Smith's breach of duty and Johnson's injuries underscores the importance of establishing a clear link between the defendant's actions and the plaintiff's damages in tort cases.Conclusion:The Johnson vs. Smith case serves as a critical reminder of the duty of care owed by individuals to others and the consequences of failing to adhere to that duty. The court's decision not only compensates the plaintiff for his damages but also sets a precedent for tort law in the jurisdiction. It underscores the importance of responsible behavior on the road and the need for continuous efforts to promote road safety.第2篇IntroductionThis legal case report presents the details of the lawsuit filed by Johnson against Smith. The case revolves around a breach of contract and negligence, where Johnson claims that Smith failed to fulfill his contractual obligations and caused damages to Johnson's property. The case was heard in the Superior Court of the State of California and provides valuable insights into the interpretation of contracts and the application of negligence laws.BackgroundJohn Johnson and Mark Smith entered into a contract on May 15, 2020, under which Smith agreed to construct a residential building for Johnson on a piece of land owned by Johnson. The contract specified the scope ofwork, the timeline for completion, and the payment schedule. Smith was to complete the construction within six months from the date of the contract.Facts of the Case1. Contractual Breach: Smith failed to complete the construction within the stipulated six-month period. The construction work was delayed due to Smith's negligence in hiring unqualified workers and purchasing substandard materials.2. Negligence: Johnson discovered that the construction work was substandard and that several structural defects had been introduced into the building. Johnson hired an independent inspector who confirmed the defects and advised that the building was unsafe for occupancy.3. Damages: Johnson suffered financial losses due to the delay in the construction and the cost of rectifying the defects. Additionally, Johnson incurred emotional distress due to the uncertainty and inconvenience caused by the breach of contract.Issues RaisedThe case raises two primary issues:1. Breach of Contract: Did Smith breach the contract by failing to complete the construction within the agreed timeframe?2. Negligence: Did Smith act negligently by using substandard materials and hiring unqualified workers, thereby causing damage to Johnson's property?Legal Analysis1. Breach of Contract: The contract between Johnson and Smith was clear and unambiguous regarding the timeline for completion. Smith's failure to complete the construction within the agreed timeframe constitutes a breach of contract. According to the law of contracts, a breach of contract entitles the non-breaching party to seek damages.2. Negligence: Smith's use of substandard materials and hiring unqualified workers amounts to negligence. Negligence occurs when a person fails to exercise reasonable care, thereby causing harm to another person. In this case, Smith's negligence caused damage to Johnson's property and resulted in financial losses.JudgmentThe Superior Court of the State of California found Smith liable for breach of contract and negligence. The court awarded Johnson damages for the financial losses incurred due to the delay in construction and the cost of rectifying the defects. The court also awarded Johnson damages for emotional distress.ConclusionThe case of Johnson vs. Smith highlights the importance of adhering to contractual obligations and exercising due diligence in the execution of construction projects. It serves as a reminder to contractors andclients alike of the potential consequences of negligence and breach of contract. The judgment in this case reinforces the principle thatparties to a contract must fulfill their obligations and act with reasonable care to avoid liability for damages.Detailed Judgment1. Breach of ContractThe court held that Smith's failure to complete the construction within the agreed timeframe constitutes a material breach of contract. The contract specified that the construction work should be completed within six months from the date of the contract. Smith's delay in completing the work was due to his negligence in hiring unqualified workers and purchasing substandard materials.The court referred to the California Civil Code, which states that a material breach of contract entitles the non-breaching party to seek damages. The court awarded Johnson damages for the financial losses incurred due to the delay in construction, including the cost of hiringadditional workers to complete the project and the cost of rectifyingthe defects caused by Smith's negligence.2. NegligenceThe court found Smith liable for negligence based on the evidence presented during the trial. The court held that Smith's use of substandard materials and hiring unqualified workers was a breach of the standard of care expected from a competent contractor. The court further held that Smith's negligence caused damage to Johnson's property, resulting in financial losses and emotional distress.The court awarded Johnson damages for the cost of rectifying the defects, which included hiring qualified professionals to inspect and repair the building. The court also awarded Johnson damages for emotional distress, taking into account the inconvenience and uncertainty caused by the breach of contract and the resulting damage to Johnson's property.Post-Judgment ProceedingsFollowing the judgment, Smith appealed the decision to the California Court of Appeal. The Court of Appeal upheld the judgment of the Superior Court, finding that the trial court had correctly interpreted the contract and applied the principles of negligence.ConclusionThe case of Johnson vs. Smith provides a valuable lesson on the importance of fulfilling contractual obligations and exercising due diligence in the execution of construction projects. The judgment reinforces the principle that parties to a contract must act with reasonable care to avoid liability for damages. The case serves as a reminder to both contractors and clients to adhere to the terms of their agreements and to take necessary precautions to prevent negligence and breach of contract.第3篇Introduction:The case of Johnson vs. Smith, which was heard in the Superior Court of the State of California, serves as a significant legal precedent in property law. The case revolves around the ownership of a piece of land, which has been the subject of a long-standing dispute between the two parties. This report aims to provide a detailed analysis of the case, including the facts, the legal issues involved, the court's decision, and the implications of the judgment.Facts of the Case:The case began when Mr. and Mrs. Johnson purchased a piece of land in a rural area of California. The property, located on the outskirts of a small town, was intended for residential development. After purchasing the land, the Johnsons began the process of subdividing it into smaller plots for sale.Several years later, Mr. Smith, a neighboring landowner, claimed that a portion of the Johnsons' property encroached upon his land. Mr. Smith alleged that the Johnsons had constructed a fence on his property line without his consent, thus infringing upon his rights. The Johnsons, on the other hand, maintained that the fence was on their property and that the boundary line had always been marked correctly.The dispute escalated, leading to a series of failed negotiations and mediation attempts. Ultimately, the matter was brought before the Superior Court of California.Legal Issues Involved:The primary legal issues in this case were:1. Boundary Line Dispute: The court had to determine the exact location of the property line between the Johnsons' and Smith's lands.2. Easements and Encroachments: The court had to assess whether the fence on the boundary line was an easement for the Johnsons or an encroachment on Smith's property.3. Prescriptive Easements: The court had to consider whether Mr. Smith had established a prescriptive easement over the Johnsons' property.4. Damages: The court had to decide the appropriate damages, if any,that should be awarded to either party.The Court's Decision:After hearing the evidence and arguments from both parties, the court made the following findings:1. Boundary Line: The court, after examining the property records and conducting a site visit, concluded that the fence was indeed on the Johnsons' property, and the boundary line had been incorrectly marked.2. Easements and Encroachments: The court ruled that the fence was an encroachment on Smith's property, as it had been constructed without his consent.3. Prescriptive Easements: The court found that Mr. Smith had not established a prescriptive easement over the Johnsons' property, as he had not used the land openly, notoriously, and continuously for the statutory period.4. Damages: The court awarded Mr. Smith damages for the encroachment, including the cost of removing the fence and restoring his property to its original condition.Analysis of the Judgment:The court's decision in this case was based on a careful examination of the evidence and application of relevant legal principles. The following points highlight the key aspects of the judgment:1. Boundary Line Determination: The court's reliance on property records and a site visit demonstrates the importance of accurate documentation and physical inspection in resolving boundary disputes.2. Encroachment and Easements: The court's finding that the fence was an encroachment underscores the principle that landowners must respect each other's property lines and obtain consent before making changes to the land.3. Prescriptive Easements: The court's rejection of Mr. Smith's claimfor a prescriptive easement emphasizes the strict requirements that must be met to establish such an easement.4. Damages: The court's award of damages reflects the principle that a party should be compensated for any harm caused by another's wrongful actions.Implications of the Judgment:The judgment in Johnson vs. Smith has several implications:1. Property Law Precedent: The case sets a precedent for how boundary line disputes and encroachment claims should be resolved in California courts.2. Easement Law: The decision clarifies the requirements forestablishing a prescriptive easement and provides guidance for future cases involving similar claims.3. Landowner Rights and Responsibilities: The case serves as a reminder to landowners of their rights and responsibilities regarding property boundaries and the importance of obtaining proper permissions before making changes to their land.Conclusion:The Johnson vs. Smith property dispute case is a notable example of the complexities involved in property law. The court's decision provides valuable insights into the resolution of boundary line disputes, the recognition of easements, and the assessment of damages. The case stands as a precedent that will guide future legal proceedings and help ensure the fair and equitable resolution of property-related disputes in California.。
法律合同英语词汇Legal Contract English VocabularyIn the realm of legal contracts, a specialized lexicon is employed to ensure precision and clarity. Below is a compilation of essential legal contract English vocabulary that is commonly used in the drafting and interpretation of contracts:1. Agreement - A legally binding document that outlines the terms and conditions between two or more parties.2. Party - An individual, company, or entity that is a signatory to the contract.3. Signatory - A person who signs a contract, thereby giving their consent to be bound by its terms.4. Clause - A specific article or stipulation within a contract that defines particular terms or conditions.5. Consideration - Something of value that is exchanged between parties, which is required for a contract to be legally enforceable.6. Counterpart - A duplicate original of a contract that, when signed by each party, constitutes a binding agreement.7. Execute - To formally sign a legal document, such as a contract, making it valid and enforceable.8. Force Majeure - A clause that frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, or an event described by the legal term act of God, prevents one or both parties from fulfillingtheir obligations under the contract.9. Parol Evidence Rule - A doctrine that prevents parties from presenting extrinsic evidence of terms that would contradict, modify, or add to the written terms of a fully integrated contract.10. Breach of Contract - The violation of a term or condition of a contract without legal excuse, giving theother party the right to pursue remedies.11. Indemnity - A contractual provision that requires one party to compensate the other for any loss or damage that the other party might suffer as a result of specified events or conduct.12. Non-Disclosure Agreement (NDA) - A contract that establishes a confidential relationship between the parties, prohibiting the disclosure of certain information to third parties.13. Non-Compete Clause - A provision that restricts one party from engaging in activities that compete with the otherparty's business for a specified period and within a certain geographical area.14. Assign - To transfer rights or obligations under a contract to a third party.15. Merger Clause (Integration Clause) - A statement in a contract that supersedes all prior agreements, negotiations, or promises and represents the complete and final agreement between the parties.16. Severability - A provision that allows for individual clauses in a contract to be considered separate from the whole, so that if one clause is found to be invalid or unenforceable, the remainder of the contract can still stand.17. Escrow - A neutral third party or a stakeholder that holds assets or funds until specific conditions in a contract are met.18. Good Faith - An implied duty in every contract that requires the parties to act honestly and not to frustrate the purpose of the agreement.19. Lease - A contract transferring the right to use property from the owner to another for a specified period in exchange for consideration.20. Warranty - A contractual promise or assurance that certain facts or conditions are true or will be met, often used in sales and service contracts.21. Intellectual Property (IP) - Refers to creations of the mind, such as inventions, literary and artistic works, designs, symbols, names, and images used in business.22. License - Permission granted by one party to another to do certain things with the party's property or rights under the control of the first party.23. Franchise - A license granted by a company (the franchisor) to another (the franchisee) to sell a company's products or services in a particular area, according to a certain system.24. Joint Venture - A business agreement in which two or more parties agree to pool their resources for the purpose of accomplishing a specific task or project.25. Exhaustion of Remedies - The principle that a party must use all available legal remedies before seeking extraordinary relief from a court.26. Statute of Limitations - A law that sets the maximum period after an event within which legal proceedings may be initiated.27. Affirmative Defense - A defendant's assertion offacts and arguments that, even if the plaintiff's claims are true, would prevent the plaintiff from winning the case.28. Arbitration Clause - A provision in a contract thatrequires disputes to be settled by arbitration rather than through the court system.29. Cap on Liability - A contractual term that limits the amount for which a party may be held liable for breach of contract.30. Penalty Clause - A term in a contract that imposes a punishment。
This contract is made in two originals that should be held by each party. 此合同一式二份，由双方各持一正本。
What is left unmentioned in contract may be added there as an appendix. 本合同未尽事宜，可由双方增补作为合同附件。
The Contract is written in quadruplicate (two for original and copy respectively) which shall become valid on the date of signature. 本合同一式四份（正副本各两份）自签署后生效This Contract is executed in two counterparts each in Chinese and English, each of which shall be deemed equally authentic. This contract is in 2 copies effective since being signed/sealed by both parties. 本合同为中英文两种文本，两种文本具有同等效力。
本合同一式两份。
自双方签字（盖章）之日起生效。
This contract is made by and between the buyers and sellers， whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below. 本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。
Enquiry 询盘quotation sheet 报价单firm offer 实盘Non-firm offer 虚盘counter offer 还盘re-counter offer 再还盘offeror 发盘人offeree受盘人catalogue 商品目录price-list 价目表leaflet 传单小册子pamphlet 小册子brochure 小册子booklet 小册子Status Enquiry 资信调查Credit Inquiry 信用调查Proforma Invoice 形式发票import license 进口许可证export license 出口许可证irrevocable L/C不可撤销信用证draft at sight 即期汇票Compensation Trade 补偿贸易terms and conditions 条件和协议joint venture 合资企业All Risks 一切险liner 班轮tramp 不定期货轮sole agent 独家代理exclusive agent 独家代理sales letter销售信函reviver振兴信follow-up letter询问信L/C without recourse 不可追索信用证drawer 发票人beneficiary 受益人date of shipment 装运期sales confirmation 收货确认书port of unloading 卸货港documents against payment 付款交单telegraphic transfer 电汇bill of lading 提单Business directories 工商目录commission agent 佣金商board of directors 董事会A trail order 试订单repeat order 价格相同数量不同的重复订单sale by sample凭样买卖Sale by description 凭说明买卖regular order 定期订单middleman 中间人dealer 经销商Wholesale 批发商retailers 零售商tradesman 零售商merchant 贸易商Purchase order 订货单credit reference 资信证明人registered capital 注册资金Overtrading 过额贸易bank reference 银行备咨financial standing 财务状况Conduct 可靠性capital 资金能力capacity 经营能力sales representative 销售代表Chief representative 首席代表indicate price 参考价格more or less clause 溢短装条款Commercial invoice 商业发票spot price 现价wholesale price 零售价The rate of export drawback 出口退税率partial shipment 分批装运transshipment 转运Value-added invoice 增值税发票shipping advice 装运通知 Sales Contract 销售合同Purchase contract 买卖合同purchase confirmation 购买确认书implied contract 暗示合同Fixed Price Contract 固定价格合同Letter of Intent 意愿书countersign 会签Breach of contract 违约violation of contract 违约renewal of contract 合同续订Interpretation of contract 解释合同cash sale 现销bulk sale 大量出售distribution channel 分销渠道unfair competition 不公平竞争remittance 汇付collection 托收mail transfer 信汇demand draft 票汇negotiating bank 议付行sight L/C 即期信用证time or usance L/C远期信用证revocable and irrevocable L/C 可(不可)撤销信用证unconfirmed and confirmed L/C 不可（可）保兑信用证transferable and divisible 可转让（可分制）信用证L/C without recourse and with recourse 不可（可）追索信用证Documentary and clean L/C 跟单信用证光票信用证Anticipatory L/C and packing credit 预支信用证打包放款Revolving L/C 循环信用证expiry date 到期日download payment（earnest money）定金Blank endorsement 不记名背书bulk cargo 散装货物nude cargo裸妆货物shipping mark 唛头indicative mark 知识性标志warning mark 警告性标志packing clause 包装条款INSPECTION CERTIFICATE 验讫单inspection certificate of quality 质量检验证书commodity inspection 进出口商品检验legal inspection 法定检验original policy 保单原certificate of loss or damage货差（损）证明short-landed memo 短件说明单survey report 检验报告statement of claim会赔说明packing list 包装单customs clearance 清关stickers滞销货物freight to collect运费到付shipping order 装货单mate’s receipt 大副收据Shipping by chartering租船运输freight repaid 运费预付Heavy Lift Additional 超重附加费labor charges 劳务费用courier service 快递服务discrepancy and claim clause: 异议与索赔条款force majeure clause 不可抗力条款arbitration 仲裁Corporate chain 连锁店enterprise’s image 企业形象Chinese import and export commodities fair 广交会（这个还有其他很多说法）1. Chamber of commerce 商会2. Quotation 报盘/价3. Counter-offer 还盘4. Customs invoice 海关发票5. Open account terms 赊账方式6. Certificate of origin 原产地证7. Import quotas system 进口配额制8. Bill of exchange 汇票9. Promissory note 本票10. Confirmed L/C 保兑信用证1. Quantity Discount 数量折扣2. Proforma Invoice 形式发票3. Non-Tariff Barriers 非关税壁垒4. Sales Contract 销售合同5. Documentary Bill 跟单汇票6. Sight Draft 即期汇票7. Irrevocable L/C 不可撤销信用证8. On Board B/L 已装船提单9. More or Less Clause 溢短装条款10. Insurance Policy 保险单1. Cash Discount 现金折扣2. Commercial Invoice 商业发票3. Import Licence System 进口许可证4. Sales Confirmation 销售确认书5. Commercial Draft 商业汇票6. Time Draft 远期汇票7. Collection 托收8. Clean B/L 清洁提单9. Warehouse to Warehouse Clause 仓至仓条款10. Insurance Certificate 保险凭证CFRCOST AND FREIGHT(…named port of destination)“Cost and Freight” means that the seller delivers when the goods pass the ship’s rail in the port of shipment.The seller must pat the costs and freight necessary to bring the goods to the named port of destination BUT the risk of loss of or damage to the goods, as well as any additional costs due to events occulting after the time of delivery, are transferred from the seller to the buyer.The CFR term requires the seller to clear the goods for export.This term can be used only for sea and inland waterway transport. If the parties do not intend to deliver the goods across the ship’s rail, the CPT term should be used.CFRCOST AND FREIGHT 成本加运费（…指定目的港）“成本加运费”是指在装运港货物越过船舷卖方即完成交货。
符合合同条款的约定英语Contractual Conventions.In the realm of contract law, conventions play a pivotal role in shaping the rights and obligations of parties. They are established agreements or practices that serve to supplement or interpret the express terms of a contract. Conventions can be either express, explicitly stated in the contract, or implied, derived from the context, industry norms, or applicable law.Express Conventions.Express conventions are explicitly stated within the contract document. They typically address specific aspects of the contractual relationship, such as payment terms, delivery schedules, or dispute resolution mechanisms. For instance, a contract may include a provision stating that "payment shall be made within 30 days of invoice receipt." This express convention clearly defines the timing ofpayment, leaving no room for ambiguity.Implied Conventions.Implied conventions are not explicitly stated in the contract but are inferred from the circumstancessurrounding it. They are based on industry norms, established practices, or legal principles that are applicable to the type of contract in question. For example, in a contract for the sale of goods, there may be animplied convention that the goods will be of merchantable quality, even if this is not explicitly stated in the contract.Legal Conventions.Legal conventions are implied conventions that arebased on applicable laws and regulations. They are not dependent on the specific terms of the contract and will override any conflicting provisions. For instance, in most jurisdictions, there is a legal convention that contracts must be performed in good faith. This obligation is impliedinto all contracts, regardless of whether it is explicitly stated.The Role of Conventions in Contract Interpretation.Conventions play a crucial role in the interpretation of contracts. They provide additional guidance on the parties' intentions and help to resolve ambiguities. When a contract is ambiguous or incomplete, conventions can be used to fill in the gaps and give the contract meaning.Express conventions have the greatest weight in interpretation, as they represent the parties' explicit agreement. Implied conventions are also important, but they may be overridden by express conventions or specific contractual provisions. Legal conventions have the highest authority and cannot be contradicted by any provisions of the contract.Examples of Conventions in Contracts.Conventions are commonly used in various types ofcontracts, including:Sales contracts: Conventions may address terms such as warranty, delivery, and payment.Employment contracts: Conventions may cover matters of compensation, benefits, and termination.Construction contracts: Conventions may relate to project timelines, materials, and quality standards.Loan agreements: Conventions may specify interest rates, repayment schedules, and default provisions.Importance of Clear and Comprehensive Contracts.While conventions can be useful in supplementing and interpreting contracts, it is crucial to ensure that contracts are drafted clearly and comprehensively. This reduces the need for reliance on conventions and minimizes the risk of disputes. Attorneys should carefully consider the inclusion of express conventions and be aware of thepotential implications of implied conventions.Conclusion.Contractual conventions play a vital role in shaping the legal relationships between parties. They provide guidance on the interpretation of contracts, fill in gaps, and help to ensure that the parties' intentions are fulfilled. However, it is essential to draft contracts clearly and comprehensively to minimize the need for reliance on conventions and avoid misunderstandings.。
民法典合同编通则若干解释中英文全文共3篇示例，供读者参考篇1Civil Code Contract Code InterpretationsWith the implementation of the Civil Code of the People's Republic of China on January 1, 2021, the Contract Code within the Civil Code has attracted significant attention. One of the key aspects of the Contract Code is the general provisions that apply to all types of contracts. In this article, we will delve into some of the key interpretations of the general provisions of the Contract Code in the Civil Code.1. Principle of Good FaithOne of the fundamental principles of contract law in the Civil Code is the principle of good faith. Article 4 of the Contract Code stipulates that the parties to a contract shall abide by the principle of good faith in the conclusion and performance of the contract. This means that the parties are expected to act honestly, fairly, and reasonably in their dealings with each other. Any conduct that violates the principle of good faith may be deemed invalid or may lead to liability under the contract.2. Interpretation of TermsArticle 5 of the Contract Code provides guidance on the interpretation of terms in a contract. According to this provision, the terms of a contract should be interpreted based on the common understanding of the parties and in accordance with the principle of good faith. If the terms are ambiguous or unclear, the court may interpret them based on the intent of the parties.3. Performance of ObligationsArticle 6 of the Contract Code outlines the obligations of the parties in the performance of the contract. According to this provision, the parties are required to fulfill their obligations in a timely manner and in accordance with the terms of the contract. If one party fails to perform its obligations, the other party may request performance, demand compensation for damages, or terminate the contract.4. Modification and Rescission of ContractsArticle 7 of the Contract Code addresses the modification and rescission of contracts. According to this provision, a contract may be modified or rescinded by mutual agreement of the parties, by unilateral notice in accordance with the terms ofthe contract, or by a court order. Any modification or rescission of a contract should be in writing and signed by both parties.5. Invalidity of ContractsArticle 8 of the Contract Code specifies the circumstances under which a contract may be deemed invalid. These include situations where the contract is concluded through fraud, coercion, or other improper means, where the contract violates mandatory provisions of the law, or where the contract is impossible to perform. An invalid contract is considered null and void from the beginning.In conclusion, the general provisions of the Contract Code in the Civil Code provide a framework for the formation and performance of contracts in China. By adhering to the principles of good faith, interpreting terms in accordance with the intent of the parties, and fulfilling obligations in a timely manner, parties can ensure the validity and enforceability of their contracts. It is essential for businesses and individuals to familiarize themselves with the provisions of the Contract Code to avoid potential legal disputes and liabilities.篇2The General Principles of the Civil Code of the PRC (hereinafter referred to as the "Civil Code") is the fundamental legal document regulating civil activities in China. As the first part of the Civil Code, the Contract Law governs the formation, validity, performance, modification, and termination of contracts. The Contract Law was amended and enacted into law on May 28, 2020, replacing the previous Contract Law that was in effect since 1999.The General Principles of the Civil Code provides a comprehensive and systematic framework for understanding and implementing the Contract Law. It sets out the basic principles and rules applicable to all types of contracts, including formation, validity, performance, modification, and termination. In addition, it covers other issues such as interpretation of contracts, rights and obligations of parties, and remedies for breach of contract.One of the key provisions of the Contract Law is that contracts must be entered into voluntarily and on the basis of equality and fairness. This means that parties to a contract must have the capacity to contract, must consent to the terms of the contract freely, and must not be subject to coercion, fraud, orother misconduct. Furthermore, contracts must comply with the principles of good faith, reasonableness, and fairness.The Contract Law also provides rules governing the validity and enforceability of contracts. For example, a contract may be declared void if it is contrary to law, public order, or morality. In addition, a contract may be rescinded or modified under certain circumstances, such as mistake, fraud, duress, or change in circumstances.In conclusion, the General Principles of the Civil Code and the Contract Law provide a solid legal foundation for regulating civil contracts in China. By adhering to these principles and rules, parties to a contract can ensure that their rights and interests are protected and that their contractual obligations are fulfilled. It is essential for businesses and individuals engaging in contractual activities in China to familiarize themselves with the Contract Law and comply with its provisions to avoid potential legal disputes and liabilities.篇3The General Principles of the Civil Code of the People's Republic of China were adopted in 2020, replacing the General Principles of Civil Law that were in place since 1987. The GeneralPrinciples lay out the fundamental principles and provisions that govern contracts in China. In this document, we will discuss and provide explanations for several key provisions under the Contract section of the Civil Code.一、Contract FormationAccording to Article 523 of the Civil Code, a contract is formed when the parties reach a consensus on the essential terms of the contract. This means that there must be an offer, acceptance, and mutual agreement on the essential terms for a contract to be valid. The concept of consensus is crucial in Chinese contract law as it emphasizes the importance of mutual understanding and agreement between the parties.二、Principle of Good FaithArticle 524 of the Civil Code states that parties to a contract must act in good faith when entering into and performing the contract. The principle of good faith is a fundamental concept in Chinese contract law and requires parties to deal with each other honestly, fairly, and reasonably. This principle aims to promote trust and cooperation between the parties and ensure that contracts are entered into and performed in a manner that is ethical and socially responsible.三、Contract InterpretationArticle 525 of the Civil Code provides guidelines for interpreting contracts. If the language used in the contract is unclear or ambiguous, the court will interpret the contract based on the parties' true intentions. This means that the court will look at the surrounding circumstances, the parties' conduct, and other relevant factors to determine the meaning of the contract terms. This provision aims to ensure that contracts are interpreted in a manner that reflects the parties' intentions and promotes fairness and justice.四、Performance of ContractsArticle 526 of the Civil Code outlines the obligations and responsibilities of the parties in performing a contract. It states that parties must perform their obligations in accordance with the contract terms and in a timely manner. If a party fails to perform its obligations, the other party may demand performance, seek remedies, or terminate the contract. This provision aims to ensure that contracts are performed efficiently and effectively and that parties are held accountable for their actions.五、Damages for Breach of ContractArticle 527 of the Civil Code provides for damages in cases of breach of contract. If a party fails to perform its obligations under the contract, the non-breaching party may claim damages to compensate for the losses suffered as a result of the breach. The amount of damages is determined based on the actual losses incurred by the non-breaching party and any benefits that the breaching party has gained from the breach. This provision aims to provide a remedy for parties who have been harmed by a breach of contract and to deter parties from breaching their contractual obligations.In conclusion, the General Principles of the Civil Code of China provide a comprehensive framework for the formation, interpretation, performance, and enforcement of contracts. These provisions aim to promote fairness, justice, and efficiency in contract law and to ensure that parties are held accountable for their actions. By following these principles and provisions, parties can enter into contracts with confidence and trust that their rights and interests will be protected under Chinese law.。
Interpretation of ContractsIdeally, a contract between two parties is the product of painstakingly thorough and deliberate effort. Yet even though the parties may try to be as precise as possible in developing an agreement, questions may arise as they begin to perform the terms of the contract, questions about the meaning of terms in the contract, what the parties’ original intentions were, and whether certain conditions included in the contract have been met. If the parties themselves can’t resolve their differences, the court is called in to settle them. The court’s first task is to determine if it can resolve the dispute. Once it decides that it can, the court must then determine what criteria it will use to do so.Intention of the PartiesA contract is to be enforced according to its terms. A court cannot remake or rewrite the contract of the parties under the pretense of interpreting it. If there is a dispute as to the meaning of a contract, the court examines the contract to determine what the parties intended. The court will first apply the objective theory approach. That is, the court will first ask what a reasonable third person would believe the parties intended when they entered into the contract. A party cannot claim that secretly something else was intended. Such secret or subjective intent cannot be proven.The use of the objective intent standard means that an unambiguous contract must be interpreted as having been written. It cannot be given any other meaning that one party thinks it has.A Totally and a Partially Integrated ContractA totally integrated contract is one that exists on the face of the paper. Everything that you need to know about that contract and its performance is written on that piece of paper. The parties don’t ha ve any additional decisions to make, there’s no need for clarification.As a result, the courts do not allow any other evidence to be presented that would show a difference from what the writing itself says.A partially integrated contract is intended to be the final agreement, but is incomplete.When the court is looking at a partially integrated contract, they’re looking at an agreement that is not the complete agreement of the parties, either by choice, or by omission of some sort. The court will then allow evidence to be presented by either party or by both parties. This evidence can either fill in the gaps that were left in the original writing, or you can even use oral evidence or other evidence to show additions to the contract – other things that w eren’t necessarily included, so long as those additions do not change what the writing says.Rules of InterpretationThe parties to a contract may define the words and terms used in their contract. If the language in a contract is ambiguous, the courts will attempt to interpret the contract in accordance with the intent of the parties. If the subjective intent of the parties fails to provide a clear interpretation, the courts will use an objective theory approach to interpret a contract. Rules of interpretation include:1.Ordinary words are given their usual meaning according to the dictionary.2.Technical words are given their technical meaning, unless a different meaning is clearly intended.Testimony from expert witnesses is often necessary to determine the precise meaning of technical words.3.Specific terms are presumed to qualify general terms. That is, specific terms are given greaterweight than general language.4.Where a preprinted form contract is used, typed words in a contract prevail over preprinted words.Handwritten words prevail over both preprinted and typed words.5.Where a term or promise has several possible meanings, it will be interpreted against the party whodrafted the contract.∙Course of Dealing and Usage of TradeWhen parties have different interpretations of the terms and phrases in a contract, the courts usually look at industries, or conduct between the parties. The court will assume that the course of prior dealing between the parties and the usage of trade were taken into account when the agreement was phrased.A course of dealing is a sequence of previous conduct and communications between the parties thatmay fairly be regarded as establishing a common basis of understanding for interpreting their expressions and agreement. Usage of trade is defined as any practice or method of dealing regularity observed and followed in a place, vocation, or trade.ConditionsWhen the execution of an agreement is made conditional on something else, the court usually rules that the contract is not binding.Conditions may be precedent, concurrent, or subsequent to the obligation to perform.∙Condition precedent means the condition that must occur before a party has an obligation to perform. For example, a contract that promises to replace or repair a defective computer establishes a condition precedent. Only if the computer is defective is there an obligation to repair or replace it.∙Condition concurrent is one that requires both parties to carry out some performance at the same time. The most common condition concurrent is one that implies in all sales transactions: the buyer must pay and the seller must deliver the promised property or services at the same time.Of course, the parties may agree otherwise, but in the absence of such an agreement, payment is due at the time that delivery is due.∙Condition subsequent is one that excuses performance if an event takes place. For instance, many international contracts provide that an obligation to perform will come to an end if war is declared between the countries where the parties are located.Parole Evidence RuleThe parole evidence rule states that when a contract has been put in writing as the final expression of agreement between the parties, parol evidence – evidence of an oral agreement made prior to or at the time of signing the written agreement—cannot be presented in court to change or add to the terms of the written contract, which represents the parties’ final and complete statement of their agreement. In other words, neither party can say that he or she agreed to do something other than what was included in the written contract. The purpose of this rule is to preserve the credibility and value of written contracts, especially in cases in which the parties appear to have intended something in writing as a final expression of their agreement.However, there are some exceptions that parol evidence may be admitted in court.1) If a contract isn’t totally integrated, outside evidence is allowed to fill the gaps.2) The spoken words explain the ambiguity in the written contract.3) If the oral testimony corrects an obvious clerical or typographical error, the court can reform the contractto reflect the correction.4) If a condition necessary to the existence of the contract never occurred, there should be some extraneousevidence allowed as an explanation.5) If fraud, forgery, illegality, mistake, or misrepresentation occurred,6) Oral proof can be presented in the court to show that the parties subsequently modified the contract ormade a new agreement.In a perfect world, there would be no need for judicial interpretation. Contracts would be black and white, and there would be no doubt about what they meant. Unfortunately, ours is not a perfect world. Even the most carefully assembled contracts are often plagued by problems of ambiguity and mistake, and so it falls to the courts to provide interpretation. As w e’ve seen, this is not done in a random, haphazard way. First, the court determines how the contract is to be interpreted or explained, based on whether it is totally or partially integrated. Once it makes this determination, the court has a variety of interpretative tools which it applies in a methodical, systematic manner, tools it uses to determine what the parties to an agreement actually had in mind when they entered into their contract. The most fundamental, overriding standard applied its usually referred to in legal terms as the objective theory approach. As the word objective implies, the emphasis here is on finding an interpretation that would be reasonable to an objective person. The objective approach itself fall into two basic areas. The first of these, and the most common is the standard of general usage. It seeks to establish what a reasonable person who knew all the facts and circumstances would conclude.In the case of contracts whose execution depends on the language used in a particular locale or industry, the court applies an approach called the standard of limited usage. Beyond the question of interpretative approaches, the court looks at some very specific issues. One of these concerns the matter of conditions. Were there conditions that had to be satisfied for the contract to be valid? Another area the court may look into is what’s called the course of conduct and usages of trade. In other works, how have the parties dealt with each other in previous transactions and what are the customary practices in their industry?The point of all this is that the court looks at contract interpretation disputes in as dispassionate and rational a manner as possible. It uses whatever tools and approaches are necessary to make a determination that reflects what the parties intended at the time the contract was created. Of course, there’s still no replacement for thorough contract prepar ation by the parties themselves. The court’s wisdom and rationality notwithstanding, a good working relationship and a clear, carefully drawn contract remain the best way to avoid unforeseen legal entanglements.Case Problems for Discussion:1.Buying a car had always been somewhat traumatic for Arthur Sanderson. The problem wasn’t just thathe knew next to nothing about automotive mechanics. What really bothered Sanderson was that he always felt intimidated by the sales people, which is why he was so pleasantly surprised in his dealings with Meg Crandall, who never pressured him to move up to the most expensive models, or to add options he did n’t want. She really knew how to make you feel comfortable, and Arthur Sanderson felt like he could trust her.Because of that trust, Sanderson bought a car from Meg Crandall, and he relied on her statement that the tires would be upgraded to all-weather steel-belted radials. Unfortunately, though, when the car was delivered, it was still equipped with the standard tires. Initially, Sanderson was more annoyed than worried. He wasn’t happy about the misunderstanding, but he figured it would be easily resolved.However, when he took the car back to the dealer, he found out the problem was more serious than he’d anticipated. Not only had Meg Crandall suddenly resigned two days earlier, leaving Sanderson without anyone to substantiate his story, but the sales manager insisted that the dealership could not provide any upgrades that weren’t specifically written into the o riginal sales contract. The contract simply said ―New Tires‖ to be added. It said nothing about the kind of tires, or whether there would be an additional charge. If this dispute led to an impasse, and end up in court, how should the contract be interpreted? Is it partially or totally integrated?2.Charles Rambauer signed a contract with a fledging theatre group, which entitled him to a lifetimemembership in exchange for a payment of 5,000 dollars. The contract stipulated that there would be a four-month trial period, during which Rambauer would have the option of canceling the agreement and getting his money back less $50/month. During the second month of the four month trial period, Charles Rambauer was killed in an automobile accident. When his family found out about the details of the agreement between Rambauer and the theatre group, they attempted to recover $4,900 from the theatre. The management team was sympathetic to Rambauer’s family, but was in desperate need of cash to keep their new enterpr ise afloat. So they decided to contest the family’s position, and fight to keep the money.Can the theatre keep the money? Why or why not?3.The Wellington Mining Company reached an agreement with a West German manufacturer to deliver 300tons of coal. Since this was the first international business deal of its kind for both companies, neither party paid much attention to the precise definition of the word ―ton‖. When the coal was delivered, an immediate dispute arose. It seemed that the word ton meant one thing to the American exporters, who were using the American ―short‖ ton as their standard, and something quite different to the German company, which was using the European metric standard. The result was that the Germans did not receive the amount of coal they had expected. When the matter couldn’t be settled amicably, the German firm sought legal remedies.How would the court determine which definition of ton should prevail?4.Richard Adderly had long been interested in purchasing a sail boat, but was put off by what heconsidered to be the exorbitant slip fees at his local marina. He finally concluded that the only way he could afford a boat would be to find a marina that offered discount rates. So, he negotiated an agreement in which he agreed to buy a sailboat belonging to Max Samuelson, at a price of four hundred dollars, provided that within the next two months, he could rent a slip in a marina which charged less than he local marina. Unfortunately, when he tried to rent space in another marina, Adderly learned that there was a one year waiting list, which meant that the only way he could take the boat was to store it at the more costly marina near his home. As a result, Adderly decided not to purchase the boat from Samuelson, and that’s where things began to unravel. Samuelson viewed Adderly’s promise to purchase the boat as an absolute promise to buy. They had reached an agreement and, according to his reasoning, they were both bound by that agreement.Which side would the court favor if this matter would go to the court?。
