国际商法(双语)复习资料

《国际商法》课程复习资料Review materials of International Commercial Law CurriculumScoreFill in the blanks1,the legal classification of commercial organizations is mainly classified according to the property responsibility situation of commercial organizations・2,the company must implement the strict "capital three principles", that is, the principle of capital determination, the principle of capital maintenance and the principle of capital invarianee.3,the so-called Yueyin, refers to the parties through the contract to achieve the most direct and close goa1.4,the pledge right takes the movable property and the power as the object, and takes the object transfer possession・5,according to the provisions of the German "Civil Code", as long as the buyer to terminate the contract and claim damages in the hanging, but not parallel; and France, Jap a n and other countries that the provisions of this law both in paralle1.6,one of the characteristics of agency by estoppel is that the apparent agency act must be legal or lega1.7,it is generally accepted that bills should include bills ofexchange, promissory notes and cheques.8,the liner after the establishment of the contract, the carrier will take over the shipment or the shipper of the goods, and relying on the transport requirements according to the bill of lading, so also known as the liner shipping contract of the contract of carriage・9,The charter party can be divided into time charter party, bareboat charter party and voyage charter party・10,the most important influence on the formation and development of international commercial law is the common law system and the continental law system.ScoreTwo. Questions and answers1,individual proprietorship enterprises should have what conditions?1,the investor is a natural person2,there is a legitimate business name3,investors have to declare contributions4, a fixed place for production and operation and the necessary conditions for the operation of leftovers5,there is a need for practitioners2,when we become parties to the Convention, what are the specific contents of the two major reservations proposed?1,about the reservation of contract form・ The eleventh article of the Convention provides that a sales contract is not required to be entered into in writing or in writing, nor is it subject to other conditions in form・ For the sake of the safety of the transaction, our country only acknowledges that the contract of international sale of goods in written form is valid・2,about the retention of the scope of use・ The Convention seeks to unify the international law on the sale of goods, so as to expand the scope of the Convention as far as possible・ The provisions of the first clause of the first paragraph contain two elements: 1 ............ As for the latter item, our country has put forward the reservation that our country only acknowledgesthat the contract between the Chinese commercial subject and the commercial subject of the contracting state is applicable to the convention, ..............3,the stock according to different standards, from different angles can be divided into what kinds?1,according to whether the name recorded on the stock, can be divided into registered shares and bearer shares・2,depending on whether the amount is stated in the stock, the shares may be divided into shares with par value and shareswithout par value・3,according to the rights and interests of shareholders and thesize of the risk, can be divided into ordinary shares and preferred shares, or special stock・4.what are the requirements for the establishment of the offer?1,the offer means the meaning of a particular person2,the counterpart of the offer is generally a specific person3,the offer must be made for the purpose of concluding the contract4,the content of the offer must be specific and definite5,what are the forms of breach and remedies for breach of contract?Form: 1, refuse to fulfill 2, can not fulfill 3, improper performance of 4, delay the performance of 5, incomplete performanceRelief measures: 1, the actual performance of 2, damages 3, ban 4,the lifting of the contract5,the exercise of statutory or contractual security rightsScoreThree・ Discussion questionsPlease specify the basic principles of the internationalcommercial contract law1,the principle of Party autonomy ..........2,the principle of good faith and fairness ...........3,the contract has the principle of legal binding ............4,the contract must abide by the principle of compulsorylaw .......Four, case questions1, high school student Zhao, 16 years old, height 175 centimeters, but the appearance is mature, like twenty-seven, eight years old・Zhao to buy a motorcycle, to a set of rooms in the home to sell to raise money Car Buying・ The trustee understand Lee, and Lee signed a purchase contract, Lee paid 50 thousand yuan deposit, the two sides went to the housing management for housing property transfer procedures・ Zhao father found the matter, the prosecution to the court・Test analysis: is the housing sale contract valid? Please explain the reason.(1)the contract for the sale of the house is invalid・(2)because of the fact that Zhao, one of the parties, has reached the age of 16, he does not use his own labour as a source of livelihood and is a person who limits his ability to do so. Those who restrict their conduct can not handie serious civil actions・Housing sales are a major civil action, Zhao does not have the capacity for civil rights, no right to dispose of housing property rights・ The contract is invalid because the qualification of the contracting party is unqualified・2, China，s a company and the United States B company entered into an international contract for the sale of goods・ Contract: a company for saleA group of timber toB company, the way of performance is: a company in July on the shipment of timber from Jilin by rail to Dalian, and then shipped from Dalian to New York, the United States, the company pay the corresponding price・ But in July, a company did not perform・ In August 3rd, company B notification of a company, the number of timber should be shipped before August20th at the latest・ In August 10th, a company under this batch of wood to railway transport to Dalian・ However, the shipment was lost by 80% during the shipment from Dalian to New York. The dispute arises between the two parties over the unknown risk of loss of the goods・ B company believes that a company did not meet the breach of contract in July prior to, should bear the responsibility for damages・ The contract has terminated due to the failure of a company to fulfill its obligations on time, so the risk of loss of the goods should be borne by a company.Q: (1) does the B company have the right to claim a company for damages? Why?(2)what is the view of the company that the contract in this case has been terminated due to the breach of a company，s contract? Why?(3)who should bear the risk of loss of goods in this case? Why?1,have the right・ Because a company has delayed the performance of the contract, constitutes a breach of contract・2,Incorrecto According to the provisions of the International Convention on Contracts for the sale of goods, if the seller fails to fulfill its obligations in the contract within the stipulated time, it can give the seller provides a reasonable extra time, during this time, the buyer can not take remedies in conflict with this・To fulfill their obligations in the case that the seller can in the buyer 〃no later than August 20th〃within a reasonable period of time ・ The contract is still valid・3 by the buyer・ According to the provisions of the International Convention on the contract for the sale of goods contract, double on risk do not have an agreement, if it involves the transport of goods, the goods delivered to the first carrier to contractdelivery according to the buyer, the risk is transferred to the buyer・ In this case, the risk has been transferred to the buyer when the goods are delivered by rai 1.。

I. Sources of Law and Hierarchy of Laws1. The Constitution2. LawsThe "laws" here refer to the normative instruments enacted by the highest organ of state power-the National People's Congress (NPC) and its permanent body-the Standing Committee of the NPC.3. Administrative RegulationsAdministrative regulations are normative documents made by the State Council, the state's supreme administrative organ.4. Local Regulations, Autonomous Region Regulations and Special Economic Zones' Regulations5. Laws of the SARsThe Basic Law of the Hong Kong Special Administrative RegionThe Basic Law of the Macao Special Administrative Region6. Rules and RegulationsThe ministerial rulesThe local governmental regulations and rules7. International TreatiesThe treaty provisions shall prevail over inconsistent rules in Chinese lawsII. Judicial OrgansJudicial power:The adjudicative powerThe procuratorial power1. The People's Court(1)The Supreme People's Court(i) jurisdiction over cases of first instance (ii) jurisdiction over appeal (iii) supervision over trials (iv) judicial interpretation (v) review of death sentencesThe Supreme People's Court is the highest judicial organ in China and is responsible to the NPC and its Standing Committee.The Supreme People's Court independently exercises the highest judicial power according to law and is not subject to interference by any administrative organ, socialorganization or individual. Its structure comprises a judicial committee, or the highestjudicial organ, and several courts-No.1 Criminal Tribunal, No.2 Criminal Tribunal, CivilTribunal, Economic Tribunal, Administrative Tribunal, Complaint and Appeal Tribunal,and Communication and Transportation Tribunal.According to the Constitution and statutes, the Supreme People's Court has three responsibilities:First, handling cases that have the greatest influence, cases of appeals against judgments and rulings of higher courts and cases the Supreme People's Court deems itshould deal with.Second, supervising the administration of justice by local people's courts and special courts at all levels, overruling wrong judgments they have made, and deciding to reviewthe cases itself or to direct the lower-level courts to conduct a retrial.Third, giving judicial interpretation of questions concerning specific applications of laws in judicial proceedings, which must be carried out throughout the country.The president of the Supreme People's Court is elected by the NPC for a term of five years and shall serve no more than two consecutive terms. The vice-presidents, membersof the judicial committee, chief judges of affiliated tribunals and their deputies, andjudges are appointed and removed by the NPC Standing Committee.The current president of the Supreme People's Court is Xiao Yang.(2) The Local People's Courts at Various Levels(i) The higher people's courts (ii) The intermediate people's courts (iii) The basic people's courts(3) Special People's Courts2. The People's Procuratorates3. Relationship between the Judicial OrgansTrue or False:1. The search for an accurate, all-encompassing definition of law is certainly not an easy thing.2. As our society becomes more complex, law is of no use to us.3. Not only individuals but also business people look to the law as a guide in their personal affairs and business activities.Sentence:No crime without law making it so; no penalty without law making it so.。

IBL is the body of rules and norms that regulates international business trade and i n t e r n a t i o n a l b u s i n e s s o r g a n i z a t i o n s. Sources of IBLWhat does it mean by source of lawNational lawInternational treaties and conventionsTrade customs and usagesInternational model lawCommon law systemCommon law is the law as developed and pronounced by the courts in deciding cases; Competent courtThe reasoning of an adjudicationPrecedentCivil law systemCivil law is the codified law which is made by legislature to regulate specific relationships;1. Roman law2. Made law3.Code and statutedefinition of partnershipDefined as a Profit-making economic organization which is Established of a partnership agreement, Make a Joint capital contributions, conduct business jointly,Share incomes and risks and bear unlimited joint and several liabilities for debts of the partnership enterprise.特点：Profit-making economic organization;Establishment of a partnership agreement;Joint capital contribution;Sharing of incomes and risks;Bearing of unlimited joint and several liabilities for debtsCreation of a partnership:①an association of two of more persons②carrying on a business ③co-ownership④for profit⑤intent(目的)⑥partnership by estoppelLimited liability partnership有限责任合伙的责任承担: In a limited liability partnership, some partners have limited liability,some partners have unlimited liability.General partnership普通合伙的责任承担:Bearing of unlimited joint and several liabilities for debts.出资方式：Capital contribution:in cash; tangible goods; land or land use rights; intellectual property; or other proprietary rights; or in the form of labor service if it is agreed by all of the partners;partners’ rights and duties：①A partner has the right of compensation（补偿）from the partnership（The amount of compensation is decided by how the partners agreed in the partnership agreement）②A partner has the right of sharing profit from the partnership③Partners owe a duty to devote full time and best efforts to the affairs of the partnership;④Self-interest is prohibited;⑤Secret profits in dealing with the partnership is prohibited;⑥Partners owes a duty to disclose all information and facts from a third party to other partners;⑦Concealment of information and facts is prohibited;⑧Thatpartners work hand in glove with (in collusion with) others for selfish purpose is prohibited;⑨Partners have a duty to account for any expenditures they make of the partnership funds;Partners have the duty to be joined as plaintiffs or defendants in legal suits合伙企业的管理：co-managementDissolution of the partnership means that the economic organization ceases to be associated as an entity to carry on a business;1.Non-wrongful dissolution2.Wrongful dissolution3.The death or bankruptcy of any partner automatically dissolves the partnership;4.A court order or decree dissolves a partnership;Winding up:liquidation of the assets of the business of the partnership after dissolution happens;Continuation of the partnership by the remaining partners;Completion of work by the partnership before dissolution;Sharing of profits, bearing of debts, returning of assets;Definition of corporation:A corporation is a form of an economic organization in which the shareholders make investment, elect management and take limited liability for the debts of the corporation. 特征：1.Independent legal status;2.Creation must be permitted by government;3.Management is accomplished through the election of the shareholders;4.The shareholders take limited liability;5.The ownership interest of the corporation is freely transferable;6.Double taxation;legal status:A corporation is a legal person and a legal entity independent of its owners (shareholders) and its managers (officers and the board of directors). Its life is unaffected by the retirement or death of its shareholders, officers, and directors. “Piercing the corporation veil” theory Means to prevent the company's independent personality abuse and protect the interests of the creditors and social public interests, the specific legal relationship of specific facts, denied that the company and its shareholders behind the independent personality and limited liability of shareholders, shall be ordered to the shareholder of the company (including natural person shareholders and legal person shareholders) to the company creditors or directly responsible for public interests, to achieve fairness and justice of the requirements and set up a kind of legal action.滥用权力的表现1.Separate legal personality is capable of abuse by shareholders to evade legal obligations;2.Domination of the corporation by shareholders;3.Looting of corporation assets;Management of corporations：Management agencies；Board of directors;officers of the corporation; board of supervisors;Management of a corporation is elected by the shareholders;Termination of corporation:①Voluntary termination:Maturity of pre-agreed period; Completion of pre-agreed project;Agreement of the shareholders to terminate②Involuntary termination：Wrongful trading;Unable to pay its debts; Business of the corporation is not commenced within;Tax evasion;Court resolution;Shareholders’ rights :①shareholders’ meeting②shareholders’ election of directors③fundamental corporate changes④shareholders’ inspection and information rights⑤distribution to shareholders⑥Shareholders’ lawsuitShareholders’ liabilities:① Shareholders should be liable for short distribution and illegal distribution②If the shareholders abuse the corporate personality to evade legal obligations, they are liable for the debts of the corporationAn agency is defined as a fiduciary relationship that results when one person,the principal,consents that another person,the agent, shall act on behalf of the principal. Ostensible agency表见代理：in some situations,an agent’s powers are expand ed neither by agreement with the principal nor by custom or emergency. Under the doctrine of apparent authority of ostensible authority, authority may be created or expanded when the principal causes third parties to reasonably believe the agent has authority. Express authority明示授权—employment contract; resolution of the board of directors; advisory memorandum; power of attorney;Implied authority默示授权—on the basis of express authority; in the customary fashion; emergencies; apparent authority and estoppel；secret limitations;Ratification追认：an agent exceeds the limited authority granted; a non-agent purported to act as agent;Unauthorized contract：1)implied warranty of authority---whether the third party knew that the agent had no authority at the conclusion of the contract; 2)non-existent principal;Termination of an agencyAct of the parties---accomplishment of contract purpose/occurrence of events; lapse of time; mutual agreement; unilateral termination;Operation of law---incapacity, bankruptcy, death; illegality; impracticality.Seller’s obligations:1.Delivery of the Goods–2.The turning over of documents3.The seller’s assurance of the quality of the goods4.The seller’s assurance of ownership of the goods5.The seller’s assurance of ownership of the goods Exceptions ----The buyer knew or could not have been unaware of the charge or encumbrance upon the goods;The seller’s compliance with technical drawings, designs, formulas or other specifications furnished by the buyer;Buyer’s obligations :Payment of price;Taking delivery.Buyer’s remediesCompelling of specific performance---the buyer had not resorted to another remedy; the nonconformity constituted a fundamental breach; timely notice-giving of the nonconformity; timely request of specific performance.Avoidance---the seller’s breach of contract constitutes a fundamental breach; the seller rejects to perform within the nachfrist notice by the buyerPrice reduction---the buyer reduces a proportionate part of the purchase price in order to offset the shortage or to reflect the reduced value of the nonconforming goods. Refusing early delivery and excess quantitySeller’s remedies1. to compel specific performance;2. to avoid the contract for a fundamental breach or failure to cure a defect;3. to obtain missing specificationsRemedies available to both buyers and sellers1. suspension of performance;2. avoidance in anticipation of a fundamental breach;3. avoidance of an installment contract;4. avoidance;5. damages;Bill of ladingA bill of lading is a contract between a carrier (seller, buyer or their agent) and an ocean carrier for the carriage of goods.Characteristics of B/L1.As a certificate of receipt:as prima facie evidence between the shipper and the carrier,if B/L is not transferred; as final evidence between the carrier and the transferee of B/L;2. As an evidence of the carriage contract between the carrier and the shipper;3.As a document of title:the carrier delivers the goods against the original B/L; Classifications of B/L提单的分类Loaded B/L;Named B/L;To the order B/L;Blank B/L;Antedated B/L倒签提单-it is issued earlier than the actual shipping date;Advanced B/L预借提单-it is issued before the shipping of the goods;Clean B/L 清洁提单issued through indemnity-it is issued through indemnity to cancel the “unclean” facts of the goods;。

国际商法（双语）复习资料1、Functions of law:①Keep the peace②Enforcing standards of conduct and maintain order③Facilitating planning④Promoting social justice2、Definition of contract( in China ):A contract shall be an agreement whereby the parties establish, change or terminate their civil relationship.3、Offer:Definition: offer is a proposal by a person to another indicating an intention to enter into a contract under specific terms.Requirem ents for an offer:①Intention：订立合同的意愿the offer’s words must give the offeree assurance that a binding agreement is intended.②Definiteness: 明确具体indicates or describes the goods or services, expressly or implicitly specifies the quantity and the price for the goods.③Communication: 传到到受要约人an offer becomes effective when it reaches the offeree.4、Superior force: 不可抗力Is a clause in contracts which essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties prevents one or both parties from fulfilling their obligations under the contract.Elements: externality, unpredictability, irresistibility.5、Damages:Compensatory damages provide a plaintiff with themonetary amount necessary to replace what was lost and nothing more.To place the claimant in the position in which he would have been had the contract not been breached.Direct losses, consequential losses, pain and suffering, liquidated damages(约定损害赔偿).6、Fundamental breach: 根本违约A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract. 一方当事人违反合同的结果，如使另一方当事人蒙受损害，以至于实际上剥夺了他根据合同规定有权期待得到的东西，即为根本违反合同。

国际商法知识点总结英文Key Knowledge Points in International Commercial Law1. Principles of International Commercial ContractsInternational commercial contracts are the backbone of global trade. Understanding the principles of contract law is crucial for companies engaged in international business. The key elements of a valid contract include offer, acceptance, consideration, intention to create legal relations, and certainty of terms. In the international context, parties may encounter issues such as choice of law, jurisdiction, and the enforceability of contracts across borders.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG)The CISG is the most widely adopted international treaty for the sale of goods. It provides a uniform set of rules for contracts for the international sale of goods and governs the rights and obligations of both buyers and sellers. Understanding the provisions of the CISG, such as the obligations of the parties, the determination of the contract price, and the remedies for breach of contract, is essential for businesses engaged in international trade.3. International Trade LawInternational trade law encompasses the rules and regulations that govern the exchange of goods and services across national borders. It covers areas such as import and export regulations, tariffs, customs duties, and trade agreements. Businesses need to be aware of the legal framework governing international trade to ensure compliance and mitigate risks.4. IncotermsIncoterms are internationally recognized terms that define the responsibilities of buyers and sellers in international trade transactions. They provide a set of standard rules for the interpretation of trade terms, such as delivery, transport, insurance, and risk allocation. Understanding the different Incoterms is essential for negotiating and drafting international commercial contracts.5. International Dispute ResolutionDisputes are inevitable in international commercial transactions. Understanding the various methods of international dispute resolution, such as litigation, arbitration, and mediation, is crucial for businesses engaged in cross-border trade. Each method has its advantages and disadvantages, and the choice of dispute resolution mechanism should be carefully considered based on the specific circumstances of the dispute.6. Intellectual Property Rights in International BusinessIntellectual property (IP) rights play a crucial role in international business, as they protect the creations of the mind, such as inventions, trademarks, and copyrights. Understandingthe principles of IP law and the international treaties and conventions that govern IP rights is essential for businesses engaged in cross-border trade, as it helps protect their intangible assets from infringement and unauthorized use.7. Cross-Border Mergers and AcquisitionsInternational mergers and acquisitions involve complex legal issues related to corporate law, antitrust law, and regulatory compliance. Understanding the legal framework governing cross-border M&A transactions, including the due diligence process, merger control regulations, and the negotiation and drafting of acquisition agreements, is essential for companies seeking to expand their global footprint through M&A activities.8. Compliance with International Regulations and StandardsInternational businesses need to comply with a myriad of regulations and standards, including those related to product safety, environmental protection, anti-corruption, and data privacy. Understanding the legal requirements and best practices for compliance in different jurisdictions is essential for maintaining the reputation and sustainability of the business.9. International Commercial ArbitrationArbitration is a widely used method for the resolution of international commercial disputes. Understanding the principles of international arbitration, including the selection of arbitration rules, the appointment of arbitrators, the conduct of arbitral proceedings, and the enforcement of arbitral awards, is essential for businesses engaged in cross-border transactions.10. Legal and Ethical Issues in International BusinessOperating in the global marketplace raises various legal and ethical challenges for businesses, such as bribery and corruption, human rights violations, and supply chain management. Understanding the legal and ethical issues in international business is crucial for companies to navigate the complex landscape of global trade while upholding ethical standards and corporate social responsibility.In conclusion, international commercial law is a vast and complex field that requires a deep understanding of legal principles, regulations, and customs that govern cross-border transactions. Businesses operating in the global marketplace need to be aware of the key knowledge points in international commercial law to ensure compliance, mitigate risks, and seize opportunities in the global economy.。

IBL is the body of rules and norms that regulates international business trade and i n t e r n a t i o n a l b u s i n e s s o r g a n i z a t i o n s. Sources of IBLWhat does it mean by source of lawNational lawInternational treaties and conventionsTrade customs and usagesInternational model lawCommon law systemCommon law is the law as developed and pronounced by the courts in deciding cases; Competent courtThe reasoning of an adjudicationPrecedentCivil law systemCivil law is the codified law which is made by legislature to regulate specific relationships;1. Roman law2. Made and statutedefinition of partnershipDefined as a Profit-making economic organization which is Established of a partnership agreement, Make a Joint capital contributions, conduct business jointly,Share incomes and risks and bear unlimited joint and several liabilities for debts of the partnership enterprise.特点：Profit-making economic organization;Establishment of a partnership agreement;Joint capital contribution;Sharing of incomes and risks;Bearing of unlimited joint and several liabilities for debtsCreation of a partnership:①an association of two of more persons②carrying on a business ③co-ownership④for profit⑤intent目的⑥partnership by estoppelLimited liability partnership有限责任合伙的责任承担: In a limited liability partnership, some partners have limited liability,some partners have unlimited liability.General partnership普通合伙的责任承担:Bearing of unlimited joint and several liabilities for debts.出资方式：Capital contribution:in cash; tangible goods; land or land use rights; intellectual property; or other proprietary rights; or in the form of labor service if it is agreed by all of the partners;partners’ rights and duties：①A partner has the right of compensation补偿from the partnershipThe amount of compensation is decided by how the partners agreed in the partnership agreement②A partner has the right of sharing profit from the partnership③Partners owe a duty to devote full time and best efforts to the affairs of the partnership;④Self-interest is prohibited;⑤Secret profits in dealing with the partnershipis prohibited;⑥Partners owes a duty to disclose all information and facts from a third party to other partners;⑦Concealment of information and facts is prohibited;⑧That partners work hand in glove with in collusion with others for selfish purpose is prohibited;⑨Partners have a duty to account for any expenditures they make of the partnership funds;Partners have the duty to be joined as plaintiffs or defendants in legal suits合伙企业的管理：co-managementDissolution of the partnership means that the economic organization ceases to be associated as an entity to carry on a business;1.Non-wrongful dissolutiondissolutiondeath or bankruptcy of any partner automatically dissolves the partnership;court order or decree dissolves a partnership;Winding up:liquidation of the assets of the business of the partnership after dissolution happens;Continuation of the partnership by the remaining partners;Completion of work by the partnership before dissolution;Sharing of profits, bearing of debts, returning of assets;Definition of corporation:A corporation is a form of an economic organization in which the shareholders make investment, elect management and take limited liability for the debts of the corporation. 特征：legal status;must be permitted by government;is accomplished through the election of the shareholders;shareholders take limited liability;ownership interest of the corporation is freely transferable;taxation;legal status:A corporation is a legal person and a legal entity independent of its owners shareholders and its managers officers and the board of directors. Its life is unaffected by the retirement or death of its shareholders, officers, and directors.“Piercing the corporation veil” theory Means to prevent the company's independent personality abuse and protect the interests of the creditors and social public interests, the specific legal relationship of specific facts, denied that the company and its shareholders behind the independent personality and limited liability of shareholders, shall be ordered to the shareholder of the company including natural person shareholders and legal person shareholders to the company creditors or directly responsible for public interests, to achieve fairness and justice of the requirements and set up a kind of legal action.滥用权力的表现legal personality is capable of abuse by shareholders to evade legal obligations;of the corporation by shareholders;of corporation assets;Management of corporations：Management agencies；Board of directors;officers of the corporation; board of supervisors;Management of a corporation is elected by the shareholders;Termination of corporation:①Voluntary termination:Maturity of pre-agreed period; Completion of pre-agreed project;Agreement of the shareholders to terminate②Involuntary termination：Wrongful trading;Unable to pay its debts; Business of the corporation is not commenced within;Tax evasion;Court resolution;Shareholders’ rights :①shareholders’ meeting②shareholders’ election of directors③fundamental corporate changes④shareholders’ inspection and information rights⑤distribution to shareholders⑥Shareholders’ lawsuitShareholders’ liabilities:① Shareholders should be liable for short distribution and illegal distribution②If the shareholders abuse the corporate personality to evade legal obligations, they are liable for the debts of the corporationAn agency is defined as a fiduciary relationship that results when one person,the principal,consents that another person,the agent, shall act on behalf of the principal. Ostensible agency表见代理：in some situations,an agent’s powers are expanded neither by agreement with the principal nor by custom or emergency. Under the doctrine of apparent authority of ostensible authority, authority may be created or expanded when the principal causes third parties to reasonably believe the agent has authority. Express authority明示授权—employment contract; resolution of the board of directors; advisory memorandum; power of attorney;Implied authority默示授权—on the basis of express authority; in the customary fashion; emergencies; apparent authority and estoppel；secret limitations;Ratification追认：an agent exceeds the limited authority granted; a non-agent purported to act as agent;Unauthorized contract：1implied warranty of authority---whether the third party knew that the agent had no authority at the conclusion of the contract; 2non-existent principal;Termination of an agencyAct of the parties---accomplishment of contract purpose/occurrence of events; lapse of time; mutual agreement; unilateral termination;Operation of law---incapacity, bankruptcy, death; illegality; impracticality.Sel ler’s obligations:of the Goods–turning over of documentsseller’s assurance of the quality of the goodsseller’s assurance of ownership of the goodsseller’s assurance of ownership of the goods Exceptions ----The buyer knew or could not have been unaware of the charge or encumbrance upon the goods;The seller’s compliance with technical drawings, designs, formulas or other specifications furnished by the buyer;Buyer’s obligations :Payment of price;T aking delivery.Buyer’s remediesCompelling of specific performance---the buyer had not resorted to another remedy; the nonconformity constituted a fundamental breach; timely notice-giving of the nonconformity; timely request of specific performance.Avoidance---the seller’s breach of contract constitutes a fundamental breach; the seller rejects to perform within the nachfrist notice by the buyerPrice reduction---the buyer reduces a proportionate part of the purchase price in order to offset the shortage or to reflect the reduced value of the nonconforming goods. Refusing early delivery and excess quantitySeller’s remedies1. to compel specific performance;2. to avoid the contract for a fundamental breach or failure to cure a defect;3. to obtain missing specificationsRemedies available to both buyers and sellers1. suspension of performance;2. avoidance in anticipation of a fundamental breach;3. avoidance of an installment contract;4. avoidance;5. damages;Bill of ladingA bill of lading is a contract between a carrier seller, buyer or their agent and an ocean carrier for the carriage of goods.Characteristics of B/La certificate of receipt:as prima facie evidence between the shipper and the carrier,if B/L is not transferred; as final evidence between the carrier and the transferee of B/L;2. As an evidence of the carriage contract between the carrier and the shipper;a document of title:the carrier delivers the goods against the original B/L; Classifications of B/L提单的分类Loaded B/L;Named B/L;To the order B/L;Blank B/L;Antedated B/L倒签提单-it is issued earlier than the actual shipping date;Advanced B/L预借提单-it is issued before the shipping of the goods;Clean B/L 清洁提单issued through indemnity-it is issued through indemnity to cancel the “unclean” facts of the goods;。

国际商法1.“international business law”as the body of legal rules and norms that regulatesinternational commercial trade and international business organizations2.The fact that international business law regulates international transactions of a commercialnature calls for an explanation.3.The basic sources of international business law include international conventions andtreaties, international customs and usages, and national business laws.三大渊源4.国家：Common-law system: England United States, Canada. Civil-law system: Frenchand German5.E-EXW.F-FCA, FAS, FOB.C-CFR,CIF, CPT, CIP.D-DAF, DES, DEQ, DDU, DDP6.Business organization 形式：sole proprietorship, partnership, joint venture, incorporatedcompany, association, trust and franchise7.Corporation: corporate form is the most important type of business organization in theworld it is generally set up by two or more persons carrying on a business for profits.8.Partnership is not a separate legal entity.合伙不是一个法律实体。

国际商法双语知识点总结Introduction国际商法是指规范国际贸易和商业活动的法律体系。

国际商法是国际私法的分支，其内容涵盖了国际合同、国际货物买卖、国际运输、国际支付结算、国际投资和国际仲裁等领域。

本文将重点介绍国际商法的相关知识点，并结合双语进行详细解析。

一、国际商法基本原则1. Autonomy of the will(意志自治)Autonomy of the will is the basic principle of international commercial law, which means that the parties to an international business transaction are free to determine the content and form of their transaction. This principle reflects the idea of freedom of contract and is essential for the development of international trade.意志自治是国际商法的基本原则，意思是国际商事交易的各方有权自由确定其交易的内容和形式。

这一原则体现了合同自由的理念，对国际贸易的发展至关重要。

2. Good faith(诚实信用)Good faith is another fundamental principle of international commercial law, which requires the parties to act honestly and fairly in their business dealings. This principle helps to ensure the smooth operation of international trade and promotes trust and cooperation among business partners.诚实信用是国际商法的另一个基本原则，要求各方在商业交易中诚实和公平地行事。

国际商法复习提纲以下内容为国际商法教学大纲中需理解掌握的内容。

第一章绪论国际商法国际商事法（International Business Law ），简称国际商法，它是指调整国际商事交易和商事组织的各种法律规范的总称法的渊源✓国际（商务）条约✓国际惯例✓国内法（国际商事法与国际经济法的联系与区别共同点：都是调整跨国之间商事活动（包括商事组织本身）的各种关系的法律规范总和不同点：国际经济法的主体更加广泛）行为之利益牵连与本人的法律关系。

表见代理：行为人虽无代理权，但善意第三人客观上有充分理由相信行为人具有代理权，而与其为法律行为，该法律行为的后果直接由本人承担的无权代理。

因表示行为而产生授权表象的表见代理因越权行为而产生的表见代理因行为延续而产生的表见代理代理权消灭的原因✓根据本人与代理人之间的协议终止代理权✓授权代理的事务完成✓本人撤销代理权或者代理人放弃代理权✓根据代理协议适用的法律规定而终止两大法系关于本人及代理人同第三人的关系的规定大陆法系概念、特点大陆法系(continental family)，又称民法法系(civil lawfamily)一般是指以罗马法为基础而形成和发展起来的一个完整的法律体系的总称。

大陆法系是以法国和德国为主的，还包括了意大利、西班牙等欧洲大陆国家，还有日本和美国的路易斯安那州及加拿大的魁北克省法律。

大陆法系的特点✓强调成文法的作用✓区分公法和私法✓进行大规模的法典编纂工作英美法系概念、特点英美法系，又称普通法系（common law），是指英国中世纪以来的法律，特别是指以普通法为基础的、与以罗马法为基础的民法法系相比较而存在的一种法律制度英美法系的特征✓以判例法为主要法律渊源✓法官对法律的发展所起的作用举足轻重✓以归纳为主要推理方法✓不严格划分公法和私法两大法系比较第二章代理法无权代理（狭义的无权代理、表见代理）✓大陆法的规定：狭义的无权代理、表见代理✓英美法的规定：违反有代理权的默示担保狭义的无权代理：行为人既没有本人的实际授权，也没有足以使第三人善意误信其有代理权的外观，但行为人与第三人所为大陆法系所采取的标准✓在确定第三人究竟是同代理人还是同本人订立了合同的问题时，大陆法所采取的标准是看代理人是以代表的身份同第三人订立合同，还是以他自己个人的身份同第三人订立合同。

《国际商法》课程复习资料Review materials of International Commercial Law CurriculumScoreFill in the blanks1,the legal classification of commercial organizations is mainly classified according to the property responsibility situation of commercial organizations・2,the company must implement the strict "capital three principles", that is, the principle of capital determination, the principle of capital maintenance and the principle of capital invarianee.3,the so-called Yueyin, refers to the parties through the contract to achieve the most direct and close goa1.4,the pledge right takes the movable property and the power as the object, and takes the object transfer possession・5,according to the provisions of the German "Civil Code", as long as the buyer to terminate the contract and claim damages in the hanging, but not parallel; and France, Jap a n and other countries that the provisions of this law both in paralle1.6,one of the characteristics of agency by estoppel is that the apparent agency act must be legal or lega1.7,it is generally accepted that bills should include bills ofexchange, promissory notes and cheques.8,the liner after the establishment of the contract, the carrier will take over the shipment or the shipper of the goods, and relying on the transport requirements according to the bill of lading, so also known as the liner shipping contract of the contract of carriage・9,The charter party can be divided into time charter party, bareboat charter party and voyage charter party・10,the most important influence on the formation and development of international commercial law is the common law system and the continental law system.ScoreTwo. Questions and answers1,individual proprietorship enterprises should have what conditions?1,the investor is a natural person2,there is a legitimate business name3,investors have to declare contributions4, a fixed place for production and operation and the necessary conditions for the operation of leftovers5,there is a need for practitioners2,when we become parties to the Convention, what are the specific contents of the two major reservations proposed?1,about the reservation of contract form・ The eleventh article of the Convention provides that a sales contract is not required to be entered into in writing or in writing, nor is it subject to other conditions in form・ For the sake of the safety of the transaction, our country only acknowledges that the contract of international sale of goods in written form is valid・2,about the retention of the scope of use・ The Convention seeks to unify the international law on the sale of goods, so as to expand the scope of the Convention as far as possible・ The provisions of the first clause of the first paragraph contain two elements: 1 ............ As for the latter item, our country has put forward the reservation that our country only acknowledgesthat the contract between the Chinese commercial subject and the commercial subject of the contracting state is applicable to the convention, ..............3,the stock according to different standards, from different angles can be divided into what kinds?1,according to whether the name recorded on the stock, can be divided into registered shares and bearer shares・2,depending on whether the amount is stated in the stock, the shares may be divided into shares with par value and shareswithout par value・3,according to the rights and interests of shareholders and thesize of the risk, can be divided into ordinary shares and preferred shares, or special stock・4.what are the requirements for the establishment of the offer?1,the offer means the meaning of a particular person2,the counterpart of the offer is generally a specific person3,the offer must be made for the purpose of concluding the contract4,the content of the offer must be specific and definite5,what are the forms of breach and remedies for breach of contract?Form: 1, refuse to fulfill 2, can not fulfill 3, improper performance of 4, delay the performance of 5, incomplete performanceRelief measures: 1, the actual performance of 2, damages 3, ban 4,the lifting of the contract5,the exercise of statutory or contractual security rightsScoreThree・ Discussion questionsPlease specify the basic principles of the internationalcommercial contract law1,the principle of Party autonomy ..........2,the principle of good faith and fairness ...........3,the contract has the principle of legal binding ............4,the contract must abide by the principle of compulsorylaw .......Four, case questions1, high school student Zhao, 16 years old, height 175 centimeters, but the appearance is mature, like twenty-seven, eight years old・Zhao to buy a motorcycle, to a set of rooms in the home to sell to raise money Car Buying・ The trustee understand Lee, and Lee signed a purchase contract, Lee paid 50 thousand yuan deposit, the two sides went to the housing management for housing property transfer procedures・ Zhao father found the matter, the prosecution to the court・Test analysis: is the housing sale contract valid? Please explain the reason.(1)the contract for the sale of the house is invalid・(2)because of the fact that Zhao, one of the parties, has reached the age of 16, he does not use his own labour as a source of livelihood and is a person who limits his ability to do so. Those who restrict their conduct can not handie serious civil actions・Housing sales are a major civil action, Zhao does not have the capacity for civil rights, no right to dispose of housing property rights・ The contract is invalid because the qualification of the contracting party is unqualified・2, China，s a company and the United States B company entered into an international contract for the sale of goods・ Contract: a company for saleA group of timber toB company, the way of performance is: a company in July on the shipment of timber from Jilin by rail to Dalian, and then shipped from Dalian to New York, the United States, the company pay the corresponding price・ But in July, a company did not perform・ In August 3rd, company B notification of a company, the number of timber should be shipped before August20th at the latest・ In August 10th, a company under this batch of wood to railway transport to Dalian・ However, the shipment was lost by 80% during the shipment from Dalian to New York. The dispute arises between the two parties over the unknown risk of loss of the goods・ B company believes that a company did not meet the breach of contract in July prior to, should bear the responsibility for damages・ The contract has terminated due to the failure of a company to fulfill its obligations on time, so the risk of loss of the goods should be borne by a company.Q: (1) does the B company have the right to claim a company for damages? Why?(2)what is the view of the company that the contract in this case has been terminated due to the breach of a company，s contract? Why?(3)who should bear the risk of loss of goods in this case? Why?1,have the right・ Because a company has delayed the performance of the contract, constitutes a breach of contract・2,Incorrecto According to the provisions of the International Convention on Contracts for the sale of goods, if the seller fails to fulfill its obligations in the contract within the stipulated time, it can give the seller provides a reasonable extra time, during this time, the buyer can not take remedies in conflict with this・To fulfill their obligations in the case that the seller can in the buyer 〃no later than August 20th〃within a reasonable period of time ・ The contract is still valid・3 by the buyer・ According to the provisions of the International Convention on the contract for the sale of goods contract, double on risk do not have an agreement, if it involves the transport of goods, the goods delivered to the first carrier to contractdelivery according to the buyer, the risk is transferred to the buyer・ In this case, the risk has been transferred to the buyer when the goods are delivered by rai 1.。