Business Law

2010法律英语词汇集—JW一、案例本G.E. vs SiempelkampStandard-form purchase orderOrder comfirmationInitialeForum selectionChoice of law clause 法律适用条款Place of jurisdictionPrincipal place of businessSummary proceduresBills of exchangePromissory notesChequesatSubmit a CounterofferA binding contractBargained-for formOverreachingJudicial noticeFilanto v.s. ChilewichMemorandum AgreementA letter of creditArbitration agreementArbitration clauseBalance of contractA rejection of the orderBound by the written terms ofThe development of international sales lawegal instruments 法律文书Maritime trade 海商Enact 颁布；制定Codify 编纂Law Merchant：商人法；商业习惯法Commercial Law：贸易法；商业法规Business Law：商业法Modern sales law in the United States: the UCC and CISG Uniform Commercial Code-UCCAdopt/ adoption 正式通过Bank deposit 银行存款Secured transaction 担保交易State legislatures 州立法机构American law institute 美国法学会Conflicts of law 法律冲突Resort to 诉诸于Applicable law 准据法Choice of law clause 法律适用条款Choice of law 冲突法中决定法律适用Federal courts of the United States 联邦法院Development of the CISGLegal code 法典Legal system 法律制度；法系Contract law in the developing countriesMultinational corporations 跨国公司Unconscionable contract 不公正合同bargaining power 议价能力Contract law In socialist countriesPrivate enterprise私营企业Contract law in the PRC: an illustrationRepeal撤销Joint venture 合资企业Breach of contract 违约Accounting regulations 会计规章Quasi-criminal prosecution 准刑事起诉Leasing contracts租赁合同Warehousing contracts仓储合同The 1999 contract law of China 99年合同法United Nations Convention on Contracts for the International Sale of Goods-CISG UN Commission on International Trade Law-UNCITRAL 联合国国际贸易法委员会Applicable可适用applicability可适用性General provisions 总则Applicability of the CISG to international transactions Place of business requirement 营业地Opt out 退出，排除preemption 优先权preemptive Preemptasante technologies vs pmcconstrue 文义解释remand 发回重审international treaty 国际条约representation 陈述breach of representation 违背合同中的陈述adopt adoption 正式通过Uniform Commercial Code 美国统一商法典Congressional intent 国会立法意图Concurrent jurisdiction 共同管辖权Litigation 诉讼Contracting state 缔约国Effectuate 使生效Sales excluded from the CISGLiability for death or personal injury 人身伤亡责任Securities证券Negotiable instruments 流通票据Consumer protection laws 消费者保护法Exclude exclusion排除适用Validity and formation of international sales contractsValid contract 有效合同Mutual assent 合意Sufficient consideration 充分对价Legal capacity行为能力V oid contract无效合同Misrepresentation错误陈述enforcement of illegal contractslegality 合法性tarbert vs cometalsUnited States District Court地区法院United States Court of Appeals上诉法院Supreme Court of the United States最高法院Certificate of origin 原产地证明Chamber of Commerce 商会European Economic Community EEC 欧共体Sue 控告，起诉Enforceable unenforceable 可执行Fraud 欺诈Physical location 实际地点Tortious act 侵权行为Illegality 非法行为，违法性Bona fide善意的Dismiss dismissal驳回Complaint counterclaim 起诉反诉Fraudulent certificate of origin 欺诈的原产地证书Contrary to public policy 违反国家政策Iniquity 不公正行为Supersede 取代Enforcement of the agreement 执行The writing requirement 书面要求Enactment by state legislatures州立法Flexible flexibility灵活性Legally binding 受法律约束Ambiguous ambiguity模糊性The parol evidence rule口头证言原则Extrinsic evidence外部证据Contradicted by 抵触Relevant circumstances 相关现象Digital signatures in electronic commerce电子签名Valid validity有效性Problems of interpretationOrder form订货单Subjective intent主观意图Customs, practices and trade usagesTrade usages商业惯例Mercantile practices商业实践Reimbursement 补偿reimburse unreimbursed Trade usages under the CISGEntering the agreement: the offerThe intention to be bound 订约意向Exclusion clause免责条款Expressly implicitly/impliedlyPublic offers公开报价Invitation to deal要约邀请Price list价目单Open price terms开放价格条款Government-established price政府指导价Firm offers确定的要约Revoke revocable irrevocable revocation撤销Entering the agreement: the acceptance Manifestation of the intention 意思表示Initial草拟Silence as acceptance 默示承诺Time of acceptanceExpire expiration终止Terminate termination终止Time constraints时间限制Dispatch of an acceptance 承诺的发出Chateau vs sabateSole jurisdiction专属管辖Verbal contract口头合同Reversed and remanded 撤销原判发还重审Written confirmation 书面确认The mirror image rule镜像原则The manner of offer and acceptance: buyer’s and seller’s forms The pro forma invoice 形式发票Contract terms and conditions and the battle of the forms Trade associations行业协会Place liability on 使负责Terms and conditions合同条款Standard clause 标准条款Quoted price报价General conditions of sale 购买条款Terms of payment付款方式Force majeure不可抗力Warranties 担保Breach of warranty 违反担保Business day营业日Limitation of liability责任范围Governing law准据法Consequential damages间接损害赔偿Incidental damages 附带损害赔偿Special damages专项损害赔偿Grace period宽限期Battle of the forms格式之争Purchase order订单Affirmative response肯定回复Recourse 追索权General Court of Justice常设法院The battle of the forms under the Common Law and Civil Law The battle of the forms and mirror image rule under UCC Materially alter material alteration实质性改变Express limitation明确限制Constitute a rejection of 拒绝constitute a fundamental breach Settlement of disputes争端解决The validity of standard contract terms:a comparisonStandard terms 格式条款Valid invalid validity 有效性Late payment fee 滞纳金Interest penalty罚息Express and implied warranties 明示和默示条款Merchantable merchantability商销性Nonconforming goods不合格商品Judicial interpretation司法解释Fungible goods可替代商品Disclaim disclaimer拒绝适用；免责条款Merchantable unmerchantable merchantability merchantability商销性Rights and liabilities 权责Disclaiming implied warranties 排除适用默示条款Schmitz vs rocklandBurden of proof举证责任Warrant warranty 担保Misplace 错位Notice of nonconforming goods 不合格货物通知Nonconformity conformity conform conforming nonconforming 不合格Assert the breach against 主张…违约Remedy for breach of contractAvoidance of the contract解除合同Price reduction减价Specific performance实际履行Avoidance and the fundamental breachRevocation of acceptance 撤回承诺Perfect tender完美看管人Fundamental breach 根本性违约commit a fundamental breach Minor nonconformity瑕疵；substantial nonconformity严重缺陷Avoidance rights 解除合同权Buyer’s right to avoidanceMMI vs IMSExclusive licensing agreement 独家许可专属协议Deny responsibility 否认责任Arbitration arbitrator 仲裁仲裁员Arbitration panel 仲裁委员会Place of business 营业地Exceed authority 越权Notice of avoidanceFull performance全部履行Defective performance有瑕疵的履行Specific relief特定救济Substitutionary relief 替代性救济Delayed performance 延迟履行Seller’s right to remedyUnreasonable inconvenience 不合理的不便Unreasonable delay 不合理迟延Right of rejection 拒收权Seller’s additional time to performRepudiate 否认Price reductionContract specifications合约规格Withhold保留Money damagesBreaching party 违约方Injured party 受损方Substitute goods 替代货物Right of discretion 自由裁量权resort to legal action 诉诸法律途径the mailbox rulethe rule of the receipt of the letter of the acceptance Delchi vs RotorexMitigate damages 减轻损失Reasonably foreseeable 可合理预见Handling and storage 处理和储藏Compensatory damages 补偿性赔偿consequential damages 间接损害赔偿Award v判决赔偿…… n判决裁定(损失赔偿金等的)裁定额Award compensatory damages forDeny claim for damages 驳回要求赔偿的主张Incidentals 杂费Double recovery重复补偿Recoverable incidental expenses 可予以补偿的杂项费用Remand to the district court驳回至地区法院Specific Performance in common law and civil law systemsSpecifically perform 实际履行Give timely notice to 及时通知make a timely request及时要求Anticipatory breach 预期违约Repudiate 否认效力Right to suspend performance 中止履行的权利Provide adequate assurance 提供充足保证Insolvent 丧失偿付能力资不抵债Avoidance of installment contracts 分期合同Excuse for nonperformance 不履行的免责Practicable impracticable impracticability 不切实际性Escape contractual obligation 逃避义务Contingency 意外意外开支Impossibility of performance 履行不能Objectively impossible 客观不能Inability to pay 无力支付Frustration of purpose 合同目的落空Commercial impracticability 商销不切实际性Unforeseen event不可预见事件The CISG exemptions for impediments beyond control CISG对不可控制阻碍的免责Impediments 障碍Exculpatory clause 免责条款Force Majeure clause 不可抗力条款Quarantine restriction 检疫限制The CISGPlace of business 营业地Contracting States 缔约国Investment securities 投资证券Negotiable instruments 流通票据Formation of the contract 合同订立Rights and obligations 权利义务Validity 有效性Apply to 适用于Liability for death or personal injury 伤亡赔偿责任Private international law 国际私法Due consideration 适当考虑Negotiations 谈判Practices实际做法Usages 惯例Subsequent conduct 事后行为At the conclusion of the contract 合同签订时habitual residence 经常居住地indication of intention 意思表示the parties may not derogate from or vary the effect of this article. 各当事人不得减损或改变本条之效力。

Physical contact is not necessary to be liable for thetort of assault.Selected Answer:TrueCorrect Answer:TrueQuestion 2The reasonable person standard is used indetermining the duty in a negligence case.Selected Answer:TrueCorrect Answer:TrueQuestion 3Which of the following must be proven in a negligentinfliction of emotional distress case?Selected Answer: A & C must both be provenCorrect Answer: A & C must both be provenQuestion 4Tort is the French word for right.Selected Answer:FalseCorrect Answer: FalseQuestion 5Strict liability is liability without fault.Selected Answer: TrueCorrect Answer: TrueQuestion 6Guest statutes apply to passengers carried voluntarily without payment in automobiles.Selected Answer: TrueCorrect Answer: TrueQuestion 7Actual harm is not necessary for there to be atrespass, simply being on the land is enough.Selected Answer: TrueCorrect Answer: TrueQuestion 8Negligence is also known as what kind of tort?Selected Answer: An unintentional tortCorrect Answer: An unintentional tortQuestion 9Business torts include:Selected Answer: All of the aboveCorrect Answer: All of the aboveQuestion 10What is the definition of a tort?SelectedAnswer:Any civil wrong that allows the injured person to recover damages. CorrectAnswer: Any civil wrong that allows the injured person to recover damages.Question 11If a plaintiff knows of and voluntarily enters into or participates in a risky activity that results in injury, what is the most likely defense that a defendant will use if the plaintiff sues the provider of the activity?Selected Answer: Assumption of riskCorrect Answer: Assumption of riskQuestion 12A party can be liable for defamation for truthful statements if the statement hurts the plaintiff's reputation.Selected Answer: FalseCorrect Answer: FalseActual harm is not necessary for there to be a trespass, simply being on the land is enough.TrueFalse Question 2Tort is the French word for right.TrueFalse Question 3What is the definition of a tort?Any violation of an ethical dutyAny crime or misdemeanorAny action done in violation of a prior agreement, which allows the victim to recover damages Any civil wrong that allows the injured person to recover damages. Question 4The reasonable person standard is used in determining the duty in a negligence case.TrueFalseQuestion 5Guest statutes apply to passengers carried voluntarily without payment inautomobiles.TrueFalseQuestion 6Physical contact is not necessary to be liable for the tort of assault.TrueFalseQuestion 7Strict liability is liability without fault.TrueFalseQuestion 8If a plaintiff knows of and voluntarily enters into or participates in a risky activity thatresults in injury, what is the most likely defense that a defendant will use if the plaintiffsues the provider of the activity?Contributory negligenceSuperseding eventAssumption of riskNegligence per se Question 9Business torts include:Intereference with contractual relationsDisparagementFraudAll of the above Question 10Which of the following must be proven in a negligent infliction of emotional distresscase?A relative was killed or injured by the defendantThe plaintiff suffered physical injuryThe plaintiff suffered severe emotional distressA & C must both be proven Question 11A party can be liable for defamation for truthful statements if the statement hurts the plaintiff's reputation.TrueFalse Question 12Negligence is also known as what kind of tort?An unintentional tortStrict liabilityUnfair competitionBreach of contractActual harm is not necessary for there to be a trespass, simply being on the land is enough. Selected Ans wer: TrueCorrect Answer: TrueQuestion 2 Tort is the French word for right. Selected Ans wer: TrueCorrect Answer: FalseQuestion 3 What is the definition of a tort?SelectedAnswer:Any civil wrong that allows the injured person to recover damages. Correct Answer: Any civil wrong that allows the injured person to recoverdamages.Question 4The reasonable person standard is used in determining the duty in a negligence case. Selected Ans wer: TrueCorrect Answer: TrueQuestion 5Guest statutes apply to passengers carried voluntarily without payment inautomobiles.Selected Ans wer: TrueCorrect Answer: TrueQuestion 6 Physical contact is not necessary to be liable for the tort of assault. Selected Ans wer: TrueCorrect Answer: TrueQuestion 7 Strict liability is liability without fault. Selected Ans wer: TrueCorrect Answer: TrueQuestion 8If a plaintiff knows of and voluntarily enters into or participates in a risky activity that results in injury, what is the most likely defense that a defendant will use if the plaintiff sues the provider of the activity?Selected Ans wer: Assumption of risk Correct Answer: Assumption of riskQuestion 9 Business torts include:Selected Ans wer: All of the above Correct Answer: All of the aboveQuestion 10Which of the following must be proven in a negligent infliction of emotional distress case?Selected Ans wer: A & C must both be proven Correct Answer: A & C must both be provenQuestion 11A party can be liable for defamation for truthful statements if the statement hurts the plaintiff's reputation. Selected Ans wer: FalseCorrect Answer: FalseQuestion 12Negligence is also known as what kind of tort?Selected Ans wer:An unintentional tort Correct Answer:An unintentional tort。

·注意，第一个数字表示第几课，第二个表示在该课的第几页，可能会有小差异（正负1页）。

这个基本上把书上面出现的所有特殊名称（包括人名和法律条款都没有放过）展现，应该说，凡事黑体划线甚至是大写的基本没有放过。

部分大小写没有太注意，不过不会影响查找。

25 January Phillip lands in Bo tany Bay……1.751AA……9.109 Geo IV Ch. 83……1.7Abolished……9.15Absolute Privilege绝对特权……4.17Absolute Title绝对所有权……3.2ACCC（Australian Competition of Consumer Commission）……9.4Acceptance……5.4合约接受一项要约，即是受要约人在要约有效期及以要约要求的方式显示（不论是明示或默示）其愿意无条件按要约的条件受合约所约束Actual Authority……10.3委托人根据协议下或在合同授予代理人之权限Actual Defense……4.10在普通法下，有欺骗意图的欺骗行为，或妄顾陈述的真确或虚假Actual intent……4.18在合同法中，合约一方的主观意图。

当有可接纳的证据证明合约双方的明示意图，法庭便会就该意图作出相应判决Actual possession……3.2有关产权、对财产当前的实质保管或管制权，或于一处地方拥有该财产而该人于该地拥有保管该财产的权利或权力Actus reus……4.18犯罪行为。

构成罪行的自愿行为或不作为；该项罪行的实质因素Administrative Conflict of Juridictions……2.8Affirmation ……8.8确认，当原告人发觉事实上他有权利撤销合约的时候，若他将合约视作继续存在，他会被认为已确认该合约因而不能撤销该合约Agency ……8.2代理人跟委托人的关系，代理人可以影响委托人跟第三者的法律关系Agreement ……8.8Agreements……7.9Amadio type……8.18Amadio‟s case……7.15Amadio……9.1American Declaration of Independence……1.1Ampol……9.15An option……5.3Anarchists……1.2Anticipatory breach ……8.11提前违约，违约的一种，使受诺人可以在承诺人于指定时间履行合约前终止合约Anti-competition……9.1Anton Pillar order ……8.11该命令强令被告人准许原告人查看被告人的处所，目的在于找出及带走与原告人案件相关的任何资料。

1.H (D) was the president of a golf club (P) from 1971 to 1990. In 1979, a real estate brokerinformed H (D) that property adjoining the golf course was for sale. H (D) bought the property in her own name, disclosing this information to the Club’s (P) board after the transaction was completed. Subsequently, H (D) obtained other adjoining property and eventually sought to develop homes on these properties. The Club’s (P) of directors opposed this development and asked H (D) to resign. The Club (P) then filed suit against H (D) for breaching her fiduciary duty by taking a corporate opportunity without disclosing it to the board. The trial court ruled for H(D), holding that acquiring properly was not in the Club’s line of business. The Club (P) appealed.Issue: Must corporate officers and directors disclose all relevant information prior to taking personal advantage of any potentially corporate opportunity?Key points: Yes, corporate officers and directors must disclose all relevant information prior to taking personal advantage of any potentially corporate opportunity. Corporate officers bear a duty of loyalty to their corporation. This duty must be discharged in good faith with a view toward furthering the interests of the corporation. And the director may take advantage of a corporate opportunity only after meeting a strict requirement of full disclosure. In the present case, the case mus t be remanded to develop the factual record with regard to the “fulldisclosure” principle.2.Guaranty Trust Company was a chartered trust company whose board of directors includedMeek (D), who was chairman of the board of directors and president of the company, his wife, his son, who ran the day-to-day operations of the company, and three outside directors. When Meek (D) took on fewer duties and semi-retired, his son began investing in GovernmentNational Mortgage Association certificates on a highly leveraged basis. Guaranty sustained increasing losses on this investment as interest rates rose, and finally was forced to file for bankruptcy. When Meek (D) was held to be have breached his duty of care as a director, and to be liable under the statute, he appealed, claiming that his son had made the initial investment decision and that his duty of care should be lessened because he was semi-retired.Issue: will a director be liable under the business judgment rule by failing to be diligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk?Key points: Yes, a director may be liable under the business judgment rule by failing to bediligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk. Directors and officers are charged with knowledge of those things which it is their duty to know and ignorance is not a basis for escaping liability. Where suspicions are aroused, or should be aroused, it is thedirector’s duty to make the necessary inquiries. Meek (D) had a duty to keep abreast ofGuaranty’s investments. His breach of duty resulted from both his delegation of authority to his son without adequate supervision and his failure to avert Guaranty’s continued exposure toincreasing indebtedness.3.Smith(P) and other shareholders of Trans Union Corporation (D) brought a class action suit torescind a cash-out merger that had been approved by Van Gorkom (D) and other members of the board of directors and ultimately approved by an overwhelming majority of the stockholders.After listening to the evidence, the court held that the business judgment rule applied to raise the presumption that the action taken by the board was an informed one made in good faith in the honest belief it was in the corporation’s best interests. Renewed allegations that the board of directors acted without sufficient information and that the stockholders were also notsufficiently informed prior to their vote of approval formed the basis of the appeal by Smith (P).Issue: Must a decision made by the board of directors be an informed one in order for it to be protected by the judgement rule?Key points: Yes, the business judgment rule affords protection for informed decisions made by a board of directors. The concept of gross negligence is the proper standard for making thatdetermination. Here, it is evident the board did not make a deliberate determination whether to approve the merger. A director cannot abdicate his duty by leaving the decision to theshareholders alone, and even they were not adequately informed.4.After several of the directors of the Kirby Foundation, a nonstock charitable corporation, suedFred Kirby (D) for breach of fiduciary duty to the corporation, Oberly (P), the attorney General, intervened on behalf of the beneficiaries of the charity. Oberly (P) alleged that the directors of the Kirby Foundation(D) had breached their fiduciary duties to the corporation by voting to approve the transaction between the Foundation and Allegheny Corporation, because all four Foundation directors(D) held large blocks of Allegheny stock and therefore had an interest in the transaction. The court of chancery upheld the fairness of the Allegheny exchange. The attorney general (P) appealed, alleging that the Allegheny transaction should be judged under principles of trust law, rather than corporate law.Issue: do the interested directors bear the burden of proving the intrinsic fairness of aninterested transaction by showing the entire fairness of the transaction in all its aspects,including both the fairness of the price and the fairness of the directors’ dealings?Key points: Yes, the interested directors bear the burden of proving the intrinsic fairness of an interested transaction by showing the entire fairness of the transaction in all its aspects,including both the fairness of the price and the fairness of the directors’dealings. As long as agiven transaction is fair to the corporation, and no confidential relationship is betrayed, it may not matter that certain corporate officers will profit as the result of it. The key to an adequate evaluation of the fairness of a transaction is reliable and complete information. Several factors supported the decision of the Foundation’s directors (D) not to seek alternatives to theAllegheny transaction. This court finds that both the negotiations and the price were fair. Although the law requires that corporate directors evaluate the propriety of a given transaction on the basis of a full complement of information, it does not require that they seek a formal fairness opinion. In light of the high cost of a fairness opinion, we do not believe that the directors (D) in failing to seek one.。

国际商法InternationalBusinessLaw一、国际商法International Business Law二、国际商法的概念(一)定义(What is international business law?)International business law is the body of rules and norms that regulates activities carried out outside the legal boundaries of states. In particular, it regulates the business transactions of private persons internationally,and the intermantional relationships of international commercial organizations.调整国家之间、不同国家和地区的商事组织之间以及它们之间在从事国际商事交易活动中所形成的各种关系的法律规范的总称。

三、特征1、国际商法源于传统的商法，但其调整对象和范围比后者更为广泛。

2、国际商法中的“国际”不是指“国家之间”，而是指“跨越国界”（transnational）。

3、国际商法的性质属于跨国私法。

4、国际商法主要是实体法。

四、国际商法的渊源（一）国际商事条约（international treaties and conventions) Legally, treaties are binding agree-ments between two or more states, and conventions are legally binding agree-ments between states sponsored by international organizations, such as the United Nations.The following are the most important international conven-tions: CI SG, Hague Rules, WTO’s DSU, etc.1、优点：对缔约国具有确定的法律约束力，通过并入或转化使其成为国内法的一部分。