国际商法英文案例与练习答案

国际商法英文案例Case: The Mysterious "Vanishing Goods" in International Trade.Once upon a time, there was a company in the United States, let's call it "Sunny Exports Inc." They were super excited to do business with a company in France named "Charming Imports Ltd."Sunny Exports Inc. had a great deal lined up. They were supposed to ship a large quantity of high quality electronic gadgets to Charming Imports Ltd. The contract was crystal clear. It said that Sunny Exports would ship the goods via a reliable shipping company, "OceanSwift Shipping," and that the goods should arrive at the port in France within 30 days of the contract signing.Well, the 30 days passed, and Charming Imports was waiting eagerly at the port. But guess what? No goods showed up! They were like, "What on earth is going on?"Charming Imports immediately sent a very angry email to Sunny Exports, demanding an explanation. Sunny Exports was also in a panic. They checked with OceanSwift Shipping.It turned out that there was a huge mix up. OceanSwift Shipping had accidentally mislabeled the containers. Instead of sending the containers to France, they had sent them to some far flung port in Africa.Now, here comes the legal part. According to international trade law, Sunny Exports was responsible for making sure the goods were delivered as per the contract. But they argued that it was the shipping company's fault.Charming Imports didn't care whose fault it was. They just wanted their goods or their money back. They threatened to sue Sunny Exports for breach of contract.Sunny Exports, in a desperate attempt to save the situation, started to negotiate. They said they would work with the shipping company to get the goods redirected to France as soon as possible. But Charming Imports was not satisfied. They said that because of this delay, they had lostpotential sales during the holiday season, and they were going to claim damages for that too.In the end, after a lot of back and forth negotiation and some legal threats, Sunny Exports agreed to give a discount on the total shipment value and also promised to pay a small amount as compensation for the lost sales opportunity. And OceanSwift Shipping? Well, they had to learn a very hard lesson about double checking those labels!So, the moral of this story in international商法 is that in international trade, everyone has to be super careful. The seller has the responsibility to ensure delivery, and if something goes wrong, they can't just pass the buck. And the buyer has the right to demand what they were promised in the contract.。

Contract Law for the International Sale of Goods •On July 27th, 1986, A company of our country, at the request of B company of the Netherlands, offered to sell 100 tons rice with the price 3900 yuan per ton, on CIF terms, Rotterdam. After receiving the offer, B company requested us to reduce the price, increase the quantity and lengthen the time of the validity of the offer again and again. A company then agreed to increase the quantity to 300 tons, reduced the price to 3800 yuan and lengthened the time of validity of the offer to August 30th. B company agreed through the telegram on August 26th. But at that time, we found that the rice price had risen violently in the world market, so we refused to fulfill the contract and replied to B company that we had sold the goods before receiving the acceptance.•The contract was formed.On 1 October, A (in Cardiff) posted an offer to B (in New York) who received the offer on 11 October, and immediately accepted by cable. On 8 October, A posted a letter of revocation, which reached B only on 20 October. Was the contract formed?Decision: The contract was formed.David offered to trade his camera to Mary in exchange for her video recorder. Peter, who had a recorder of the same make and model, overheard the offer and said he would make the same swap. Did a contract result from Peter’s acceptance?Decision: No contract resulted from Peter’s acceptance because Peter was not the offeree.•Chan agreed to sell goods to Lee by a document which stated: “This offer to be left over until Friday, 10 a.m. Acceptance should be by post”. On Thursday Chan contracted to sell the goods to Wong. Chan then wrote a letter to Lee revoking the offer. The letter of revocation reached Lee on Saturday, 11 a.m. On Friday 9 a.m.Lee posted a letter of acceptance which reached Chan on Saturday4 p.m. Advise Lee according to Hongkong law.•Decision: The contract between Chan and Lee has formed according to the “mail-box rule” under common law.• A offered to sell a farm to B for $1,000. B refused and intended to buy it at $950, which A refused. B then wrote purporting to accept the original offer of $1,000. But A refused. Was the contract formed?•Decision: No contract was formed.Bob, who was living in Boston, bought real estate by mail through Tom, a real estate agent in New York. Tom sent Bob several pictures of the house and a general description of the house and its neighborhood. Included in the description was the statement that the house was “within easy walking distance of school, churches, and shopping centers”. After moving in, Bob discovers that the closest school is four miles away. Is this misrepresentation sufficiently material to justify rescission?Decision: The answer depends on who Bob is. IF Bob is a retire, childless widower, the misrepresentation could be judged to be immaterial. On the other hand, if Bob has a child in school, the nearness of schools could well be considered materialReviewCase analysis 1Cometals公司从一家英国商品贸易公司Tarbert贸易公司购买肯里亚红豆。

第二章：国际货物买卖法1案例一：一家日本公司同中国某服装厂签订了销售合同，由中国厂商向日本公司供应西装1000套，但是西装的布料和里料等材料均由日本公司提供。

问：若本合同产生争议，当事人能否提出根据《联合国国际货物买卖合同公约》解决争端？分析：不可以，因为此合同主要提供的是劳务和服务.案例二：一国际机器买卖合同，卖方同意交付机器并负责其安装，并提供技术人员负责机器操作一年。

该批机器价值为$1,000,000 ，技术人员工资等价值为$ 200,000（工资、奖金等）。

若双方当事人就该买卖合同发生争议，则该买卖合同是否受国际货物买卖合同公约管辖？（假设双方当事人所在国均已批准该公约）分析：该合同仍受国际货物买卖合同公约规范。

因为该提供服务部分价值没有超过$1,000,000 ；若服务价值超过$1,000,000 ，则该合同不受国际货物买卖合同规范。

第二章：国际货物买卖法2案例一：作为卖方的A公司（美国）向位于意大利的B公司发出一份要约，其中正面规定了货物价格、支付方式等，背面则规定了一仲裁条款。

B收到后，发出自己的格式条款表示接受。

但B的格式条款后有一争议解决条款规定采取诉讼方式。

A收到B承诺后，即按照规定发送货物。

后因国际货物价格下跌，B在接受部分货物后拒绝接受余货。

A由此提起仲裁。

问：（1）合同成立了吗？（2）合同争议应通过仲裁还是诉讼解决？分析：（1）合同成立。

B在作出承诺时更改了解决争议的条款，构成承诺实质性变更，即承诺无效，为反要约。

但之后A按合同发货，以行为承诺的方式接受了B的反要约，所以合同成立。

（2）根据CISG“最后一枪”原则，应通过诉讼方式解决。

（但美国不是CISG的缔约国）1. 承诺实质性变更：承诺无效；反要约2. 承诺方式：口头书面承诺/行为承诺案例二：被告Chilevich是一家在纽约注册的进出口公司。

它与苏联Raznoexport签订了一份鞋子销售合同。

合同规定一切合同争议将在莫斯科仲裁。

国际商法》试题10 个。

一、名词解释（每小题2 分，共20 分）专有名词英译汉、汉译英各所以专业名词的中英文来自于教材二、选择题（每小题2 分，共20分）三、判断题（每小题1 分，共10分）四、填空题（每空1分，共10 分）五、简答（每小题5分，共20 分）六、案例（每1 题10分，共20 分）1.Put the following terms into English and vice versa. 国际商法International Commercial Law 普通法Common Law 判例法Case Law 成文法Statute 经济法Economic Law 违约Breach of Contract 直接的合同关系Privity of Contract 承担疏忽Contributory Negligence 相对疏忽Comparative Negligence 代理Agency 追认的代理Ratification 独家代理人Sole Agent 佣金Commission 运输代理人Forwarding Agent 商事组织法Law of Business Organization 个人企业Individual proprietorship 无限责任公司Unlimited Liability company 有限责任公司Limited Liability company 股份有限责任公司Joint Stock company Limited 上市公司Public company 优先股Preferred stock 普通股Common stock 股东大会General meeting 红利Dividends 公积金Reserve funds 中外合资经营企业China Foreign Capital Enterprises 中外合作经营企业China Foreign Cooperative Enterprises 流通证券Negotiable Instruments2．英国法的主要渊源是A •学理B •判例法 rationale case law拒付 Dishonor 追索权 Recourse空白背书 Blank Endorsement 第 1 章导论、单项选择题(B) The main sources of English law areC •成文法D •习惯Statute Law convention5．下列法律中属于私法的有 (D) Which of the following law belongs toprivate law ? A •刑法 B •诉讼法C •习惯法D •商法Criminal Law Litigation Customary law commercial law10．中国法律最重要的渊源是 （B ） what is the most important source of China's laws? A .判例法 B .成文法 C .宪法constitution D .习惯法二、填空题2.近代欧洲各国主要源自中世纪形成的—————— 。

国际商务英语谈判标准答案（全）国际商务英语谈判答案(全)————————————————————————————————作者：————————————————————————————————日期：Keys to the exercisesChapter 1 Fundamentals of International Business NegotiationCommunication Exercises1. Change the sentences from negative to positive.1) I want a job.2) I work hard.3) My job is terrific.4) This office is great.5) My co-workers are super.6) The Personnel Director is nice.7) My health is good.8) My attitude is positive.9) I make a good impression.10) I understand.2. Change or add to these sentences so that they do not just state what you want, but invite your negotiating partner’s opinion.a) Could we finish at five---if that’s all right with you?b) I hope you don’t min d if Miss Li sits in during the negotiation?c) Perhaps we could take a break now. Is that OK?d) Could we look at these three areas this morning?e) I would like to go through the written offer clause byclause, if that’s OK?f) Do you mind if I answer your questions at the end?3. What is meant by “negotiation”? How would you define “negotiation”?A negotiation is a meeting in which both parties need each other’s agreement toreach a specific objective. It is the mechanism by which people trade things of value in a civilized manner. Negotiation depends on communication. It occurs between individuals acting either for themselves or as representatives of organized groups. Negotiations are very much part of working and home life.Negotiations could be either internal or external, long or short, formal or informal. The goal of negotiation is not to win but to succeed. The mechanism of successful negotiation is collaboration.In negotiations, both parties should know----why they negotiate----who they negotiate with----what they negotiate about----where they negotiate----when they negotiate----how they negotiatemechanism [ ] n.---- a process by which something is done or comesinto being途径4. Fill in the blankshuman, negotiable, interest, giving, trust5. Answer the following questions1) Physical or survival needs; Security and safety needs;Social needs; Ego oresteem needs; Self-realization needs2) Exploration, bidding, bargaining, settling and ratifying.6. Put the following into English1) Are you negotiable?2) I'm sure there is some room for negotiation.3) Before we have anything to negotiate, you have to make me an offer.4) We could add it to the agenda.5) Would anyone like something to drink before we begin?6) See what I can do.7) I would if I could.8) I know I can count on you.9) We'll come out from this meeting as winners.10) I'll try to make you happy.7. True or false1) T 2) T 3) T 4) F (Everything is negotiable.)5) F (bargaining stage)6) F ( Do not often. Sometimes they will follow the sequence n one aspect of thedeal and then start all over again on a second aspect.)7) T8) F (May not. Because either side may be wiling to say what it thinks or take aposition and stick to it )9) T 10)Negotiation skills1．What determines a success in negotiation? Success in negotiation is when the parties to the negotiation reach anagreement to which they are both committed and which they will implement in full.committed [ ] v.----尽责的implement [ ●??] v.----to put into practical effect; carry out使生效；执行2. What are the elements of a successful negotiation process？There are seven basic elements that should be considered when analyzing the negotiation process:a.The relationship among the parties.b.The parties' interests -- why they need to reach their stated objectivesc.An understanding of the choices available if the parties cannot reachagreement, often called their BATNA -- Best Alternative To a Negotiated Agreementd.Creativity which will expand the bargaining choices among which the partiescan choose to reach agreemente.Fairness -- a person who negotiates unfairly may be able to force an agreement,but the 'forced' party will be reluctant to fulfill their share of the agreementf.Whether commitment has been reached. Will the parties each feel committedto doing what they have agreed? Is each party capable of fulfilling their share of the deal?g.Negotiation is all about communicating information. If one party knowseverything then why do they need to negotiate with anyone else?And the foundation of good negotiation is preparation. Be prepared and thenegotiation will bring a result that really works. If well prepared you are lessvulnerable to surprise, and that increases the likelihood you'll be happy with the result.vulnerable [ ??●●] adj.----易受攻击的, 易受...的攻击3. Your client comes into your office and is exceedingly grumpy and difficult to talk to. How do you approach your client so as to make your meeting as productive as possible?Answer: (e)When the client is grumpy, their emotions will inevitably cloud their judgment and make it difficult to interact with them on substantive matters. At the same time, if they are experiencing anger, it is important to ensure them that we understand that they are upset. By acknowledging the client's anger and offering our assistance, the client will feel as though we are on the "same side" and treat us as friends and continue to direct their anger elsewhere- allowing us to focus on the substantive issues.substantive [ ] adj.----of or relating to the essence 实质的Chapter 2 Proper Behaviors in International Business Negotiation Communication Skills1. What would you say if…a.Thank you./No, after you.b.Thanks. I’ll need it.c.Thank s. That’s very kind.d.Thanks for coming all the way.e.Thanks for helping. That was very kind of you.f. Thank you for thinking of me, but I’m afraid I can’t take it.2. Answer the following questions.(1) Only about half of what he or she heard(2) Not only does note taking force you to listen carefully, but it alsopsychologically throws the speaker off the balance when he or she sees you nodding and furiously writing away and having a record of all the facts and basically everything said. A further benefit of note taking is that you have the perfect excuse to avoid eye contact if you are afraid to reveal your reactions to someone’s proposals(3) Questions appear to be able to be divided into five basic functions:①Cause attention.②Get information.③Giv e information.④Start thinking.⑤Bring to conclusion.(4) There are two ways to assure a high degree of reliability for answers to yourquestions. One way is to lay the foundation for asking them. The second is through the use of the tactic called “bipolar questioning.”(5) A firm handshake gives the impression of quiet confidence and says that thisperson is glad to meet you.3. Choose the best answer.(1) D (2) C (3) B (4) A (5) (6) D (7) B (8) C (9) A (10)A4. Translate the following into English.(1) Th ere’s a great demand for our new product.(2) This product has good prospects.(3) We need to talk about the basic terms of the transaction.(4) If your prices are reasonable and the quality is satisfactory, we shall placesubstantial orders with you.(5) It’s unwise for both of us to insist on his own price. Can we each make someconcession?(6) If y ou cannot reduce your price, we’d rather call the whole deal off.(7) If you want to expand your business in this market, you have to take flexibleways in adopting payment terms.(8) We regret that we cannot accept your demand for direct shipment.(9) This product has many advantages compared to other competing products.(10)I’m very glad that we have finally come to an agreement. We’ll go on toother terms and conditions tomorrow. Is it all right with you?5. True or false.(1) F (2) T (3) F (4) T (5) F (6) T (7) F (8) F (9) F (10) TNegotiation Skills1. The person you are negotiating with continually repeats the same argument despite the fact that you have given them a number of counterarguments. What do you do to move the negotiation forward?Answer: (a)One of the most powerful tools in negotiation is how to listento what the other party is saying. Very often, we are too focused on the points we are trying to get across to listen to what our counterparts are trying to say.If people keep repeating themselves, they are subconsciously sending a signal that they feel what they are saying is important. And they want us to acknowledge that we have heard and understand them.Accordingly, the best thing to do in this situation is to rephrase what they keep repeating and ask them if we have accurately restated their point. Only when they feel as though they have been heard will they be able to listen to usEffective listening involves much more than simply hearing and understanding what the counterpart is saying. Effective listening is a set of tools and techniques which expert negotiators use to gain control of the negotiation and turn it to their advantage.2. What are the key communication skills used in negotiation?The key communication skill in negotiation is to listen. There's an old saying: God gave us one mouth and two ears, and we should use them in that ratio.Obviously when we are listening, we need to be listening for useful information. Thus it is very important to plan ahead, thinking about what we can learn that will help us decide what approach to take and to learn about what appeals to the parties with whom we are negotiating. So think about the questions you're going to ask; the result should reward your listening with real problem-solving information.Chapter 3 Choosing the Negotiation TeamCommunication Exercises1. What is the more indirect question or statement behindthe following sentences?a. I’m not entirely convinced by these forecasts.b.We’d like to know something about your planning.c.I’d be interested to hear a bit about payment.d.Your costs could cause one or two problems.e.Perhaps we could talk a little bit about figures.f.That figure looks a little on the high side.g.Delivery is an area which we’d like to explore a little further with you.h.I’d like to know more about your management structure.1.Write the name of the position in the blank.1) CEO/the president2) Assistant Manager, Europe3) Purchasing Clerk4) Personnel Assistant5) Vice-President, Administration3. (omitted)4. (omitted)5. Fill in the blanks1）maximum2) observers; advisers; speaking; training6. Translate the following into English1）Negotiation is a team sport.2）The negotiator’s function is to negotiate, while the functional specialists provide specialist advice or information.3) The team leader is the person who generates enthusiasm in his team tomaintains the morale under all conditions.4) The team members must learn that the opponent and its representatives areadversaries although they may be friendly.5）I’m afraid you are not in our ballpark.6) Excuse me, but it seems to me we’re giving up too much in this case.7）That’s too great a financial bu rden for us.8) 10% is beyond my negotiating limit.9）If you can guarantee that on paper, I think we can discuss this further.10）Could you explain what you mean by that？7. True or false1). F 2). T 3). T 4). F (maximize) 5). T 6). F (can’t)7). F (both sides) 8). T 9). T 10). F (There is no need to )Negotiation skills1. What do you think are the personal qualities of a good negotiator?A good negotiator needs to be:1) A good listener2)Open-minded3)Willing to do the homework to determine her/his interests, objectives,and alternatives4)Well-prepared5)Creative6)Able to merge what he knows about his own interests and resourceswith the interests and resources of his negotiation partner7)Someone who is always learning from experience, from other peopleand from historymerge [] v. ----to combine or unite 使合并或结合2. How to be a cool negotiator?Acting cool is a good part of successful negotiation. But one needs to make sure it is not just an act. The 'coolness' needed for successful negotiation really means keeping a cool analytical head. If there is any chance one shouldprepare ahead of time: what do I want and why do I want it? What do theywant and why do they want what they want?During the process, one should find ways to take a step back from the discussion and look at what is going on with that same cool head. 'Why did he say that? What arguments or tactics are being used?3. How to control anger for effective negotiating?When tempted to get angry, remember to check whether or not it is your turn. If it is someone else's turn to get angry, sit there and take it by reminding you how wonderful you are to be in such control of your emotions.One fundamental rule is: only one person can be angry at a time. Don't let thesituation escalate, civility will slip away awfully quickly and there will be a very tough time healing the relationship or solving the initial issue.civility [●???] n. ----a courteous act or utterance有礼貌的举止或表达4. What are the advantages and disadvantages of team negotiations?Negotiating as part of a team requires very careful preparation. The biggestdanger in team negotiation is that your counterparts will see or hear that you and your colleagues don't agree with each other.If they can find differences, theymay spot opportunities to drive wedges between your team members.wedge [] n.----something that intrudes and causes division or disruption侵入引起分裂的东西Teams can work together ahead of time on strategy: who is going to be thespokesperson on which issues? What information do we need and who is going to ask the relevant questions? Who can communicate what decisions to the 'other side'? What members of the team are the experts on technical matters, business matters, etc.?But even if a group of colleagues work hard at developing a commonly agreed strategy you will find that, there is still a risk that someone will say something out of turn or which is not part of his role. They need to explore how to cope with such problems during the actual negotiation.Individual negotiations have certain other advantages: the negotiator can present him/herself as the decision-maker or as the spokesperson for their company or colleagues. This gives the individual negotiator considerable flexibility that may not be available in team negotiation situations.Chapter 4 Preparing for NegotiationCommunication Exercises1. What would you say in these situations?1) Mrs Zhang, I’d like you to meet Tracy Morris. She’s our new sales clerk.2) Hello, Kathy. Nice to meet you.3) That’s right. Ye s, we once worked together in.4) I’m terribly sorry. I’ve forgotten your name.5) Yes, good morning. My name is … I’ve got an appointment with…6) Did you have a good journey? It’s very nice of you to come all this way.7) Would you like a coffee? Or Would you like something to drink?8) Good heavens, is tha t the time? I didn’t realize it was so late. I really must begoing now.2. Make these sentences more concise1) He’s an assistant in Personnel.2) She’s the Vice-President in Sales and Marketing.3) H e’s the Assistant Manager in Domestic Sales.4) She’s the Manager in International Sales.5) He’s an accountant in Accounting.3. Combine these sentences as concise as possible1) She is a clerk in Purchasing at ABC Company.2) He’s a salesman in the Asian Pacific Division at Sun Computer Company.3) She’s t he Manager of Domestic Sales at Legend Group.4) He’s a secretary in Personnel at Huatian Hotel.。

国际商法案例分析1（英文）CASES IN INTERNATIONAL COMMERCIAL LAW1. On January 1，Sel1er sent a letter to Buyer offering to se11 to Buyer 5，000 ornaments for$25 apiece. The letter also stated: “This offer is binding and irrevocable until February l.” OnJanuary 5, p rior to Buyer’s receipt of the letter, Seller called Buyer on the telephone and left the following message on the answering machine at Buyer’s place of business: “Ignore myletter of January 1. I have decided to withdraw the offer contained in it.” On Jan uary 7 , afterlistening to her answering machine and reading the letter that arrived that same day, Buyer sent Seller the following telegram: “I accept your offer of January 1.”Q: Is there a contract under CISG?2. On December 1, Seller sent to Buyer an offer to sell 5,000 ornaments to Buyer for $25 apiece. The offer stated: “The offer will remain open until December31.” On December 10,Buyer answered: “The price is too high; I don’t accept your offer.” Then, On December 15,Buyer changed his mind an d sent a telegram stating: “I accept your December 1 offer afterall.” Seller replied: “Your acceptance is too late, since you already reject the offer.” In turn,Buyer answered: “The acceptance is good, since you promised to keep your offer open until D ecember 31.”Q: Is there a contract under the CISG?3. Buyer received a letter in her mail on January 1 offering to sell Buyer 5,000 ornaments $20 apiece. Seller’s letter closed with the following statement: “I know that this offer is soattractive that I will assume that you accept it unless I hear otherwise by January 31.” Buyerdid not reply. Seller shipped the ornaments on February 1.Q: What are Buyer’s responsibilities under CISG?4. Seller and Buyer entered into a written contract for the manufacture by Seller of l0,000 ornaments of a design specified by Buyer and set out in the contract. The contract also provided: “This contract may only be modified in a writing signed by both parties.” Before Seller had begun work on the ornaments, Buyer and Seller agreed by telephone to a change in the specifications for 2,500 of the ornaments. Seller then produced and delivered the 2,500 ornaments as specified. Buyer refused to accept them because they did not conform to the specifications in the original contract.Q: Assuming CISG applies, who breached?5. Buyer and Seller entered into a contract governed by CISG for Seller to deliver a1sophisticated computer to Buyer by January 1. Seller was late in delivering the machine, so Buyer wired Seller on Ja nuary 2: “Anxious to take delivery of the computer. Hope that itarrives by February 1.” Seller delivers the computer on February 5, but Buyer refuses to accept it and declares that the contract is avoided because Seller failed to hand over the computer before the February 1 date specified in the January 2 telegram. Both Buyer and Seller agree that there has not been a fundamental breach.Q: Is Buyer able to avoid the contract under these circumstances?6. Dealer in the United States owned a cargo of 10,000 barrels ofoil that had been shipped from Mexico on January 1 for arrival in the United States on February 1. On January 15, Dealer informed Buyer that the oil was on the transit and they concluded a contract. On arrival, inspection showed that the oil had been contaminated by seawater at some indeterminate time during the voyage.Q: Assuming CISG applies, who bears the risk?7. Seller agreed to deliver three software programs to Buyer thatare specially designed for Buyer’s business. The first was to be delivered in January the second in February, the third in March, The program delivered in January worked fine, but the one delivered in February was defective. It not only failed to function properly, it also made the other two programs effectively worthless. Seller was unable tocorrect the defect, and no suitable replacement could be found from another supplier.Q: What CISG remedies are available for Buyer?8. Stan, a manager of an English computer company, returns home from work to discover his house surrounded be police. His wife is being held hostage and threatened by her captor. Stan pleads with the police to rescue her and offers $5000 to the policeman who brings her uninjured to safety. A police officer, Peter, eventually talks the captor into releasing the woman hostage and he leads the woman to safety. When Peter goes to collect his bonus, Stan says, “Thank you very much but I have no intention of paying.”Q: Would Peter succeed in a court action against Stan?9. A (an American company) entered into a contract with B (a Japanese company), which was under the CISG. The contract provides that A delivers 1000 personal computer housings by December 1 to B in Tokyo, for a total price of $50000. On July 1, A faxed B that due to a rise in prices they could not deliver for less than $60000. B replied that it would insist that A2deliver at the original price. Then A refused to delivery the goods under the contract. From July 1 through September, B could have bought the housing from other suppliers for $55000 for December 1 delivery. On December 1, B covered and purchased the housing for $64000 for deliveryon February 1. Because of the delay until February 1 B sufferedadditional damages $2000.Q: Please discuss the behavior of A. What is the meas ure of B’s damages? Was B under anyduty to mitigate damages? Why or why not?10. Seller agreed to ship 10,000 tons of potatoes FOB Tacoma, Washington, to Buyer in Japan. Buyer designated the SS Russet to take delivery at pier 7 in Tacoma. On the agreed date fordelivery Seller delivered the potatoes to pier 7, but the ship wasnot at the pier. Because another ship using the pier was slow in loading, the Russet had to anchor at a mooring buoy inthe harbor and Seller had to arrange for a lighter to transport the potatoes in containers to the ship. The lighter tied up alongside the Russet and a cable from the ship’s boom was attachedto the first container. As the container began to cross the ship’s rail the cable snapped. Thecontainer then fell on the rail, teetered back and forth for awhile, and finally crashed down the side of the ship and capsized the lighter. All of the potatoes were dumped into the sea. Buyer now sues Seller for failure to make delivery.Q: Is Seller liable? Suppose the contract had been FAS Tacoma. Would Seller be liable?11. Seller in Sydney, Australia, agreed to ship goods on or before December 31 under a CIF Sydney contract to Buyer in Honolulu. The sellerwas unable to assemble the goods for delivery in time to reach the ship in Sydney and had to transship the goods by rail to Melbourne, where the ship was taking on goods on January 3, Seller did load the goods aboard railway cars in Sydney on December 29 and received a bill of lading from the rail-way Company on that date. Seller later obtained a bill of lading from the ship, and together with an invoice and a marine insurance policy, tendered both bills of lading to Buyer. Buyer refused to accept the documents or to pay Seller. Seller sues to enforce the contract. Q: Will Seller win?12. Seller in Bombay sells 5,000 bales of cotton to Buyer, C &F (Incoterms l990) Liverpool. Seller transports the cotton to the Bombay harbor and to the ship designated by Buyer, the SS Allthumbs. Due to an error in counting, there are only 4,987 bales loaded. The ship’s bill oflading, however, shows a quantity of 5,000 bales. Seller then signs over the bill of lading to Buyer in exchange for payment in full for the cotton. When the Allthumbs arrives in Liverpool3the quantity error is discovered, and Buyer sues the ship for thelost value of the missing bales.Q: Is the ship liable? Would it matter if the Seller admitted that the error was not the ship’sfault, but that of the Seller?13. New York Merchandising Company (NYMCO) imported foods producedby C-ART in Hong Kong. The goods were shipped on the Hong Kong Island Lines (carrier). The parties prior course of dealing hand been for the carrier to release the goods to NYMCO on its presentation of a “bank guarantee”. These bank guarantees released the carrier from liability for any misdelivery. On this occasion, however, the carrier released the goods upon NYMCO’s corporate guarantee of payment. Soon thereafter, NYMCO filed for bankruptcy. C-ART sued the carrier to recover the money owed for the goods. The carrier argued that it was not liable for misdelivery because NYMCO has good title to the goods from the time they were shipped in Hong Kong.Q: Do you agree with this argument,The carrier also claims that the bills of lading are notvalid because the importer NYMCO was insolvent. What is wrong withthe argument?14. X (a Chinese company) concluded, acting as an agent of Z (a Chinese factory), contract with Y (an American company) to purchase ten machines. Upon the arrival of the machines in Qingdao, the carrier handed over the machines to Z who showed certificate by a municipal organ, failing to make the delivery to X who still held the bill of lading but (the relevant businessman) was away in Guangzhou at a meeting. X sued Z for damages.Q: Who should X sue for damages? Has the property of the goods passed to Z? Was the carrier liable for the damage? What liabilities of X?15. Ms. V, a wealthy art collector in Country W, is interested in buying a rare painting from Mr. Y in Country Z. Both parties agree that the price is to be determined by an independent appraiser. V informs Y that she will send her agent, X, with a bill of exchange to collect the painting. V draws an at-sight bill payable to V but leaves the amount blank. She gives the bill to X and instructs him to deliver it to Y. Without authority X fills in the amount for 1 mil-lion US dollars and presents it to Y, who has, in the meantime, received the appraisal. The appraised price is $750,000. X tells Y that Ms. V had made the bill out for $1 million to insure that it would exceed the appraisal price, and that V has instructed X to return with the painting and the differencein cash. Y gives X the painting and $250,000. X delivers the painting, but then disappears with the $250,000 in cash. When V discovers what has happened, she4instructs the payer named on the bill stop payment on her instrument and offers to pay Y $750,000 for the painting.Q: Is the bill of exchange is an effective instrument? Why,If it is, when Y presents the bill tothe named payer, he insists that he must be paid the bill’s full face value of $1 million. Is Ycorrect? If it isn’t, what measures can Y take?16. A has signed a contract to buy 10,000 “new coffee percolatorsin the manufacturer’sorig inal packaging, with standard manufacturer’s warranty,” form B.B agrees to ship thepercolators CIF, and A agrees to, make payment by means of an irrevocable letter of credit. A contracted C Bank, with issues a letter of credit promising to pay a bill of exchange issued by and payable to B when it is accompanied by an invoice and a clean, on board bill oflading for “10000 new coffee percolators in the manufacturer’soriginal packaging, with standardmanufacturer’s warranty.” A learns from C, a competito r of B, that even though B hadobtained actual bills of identifying the goods as 10,000 “newcoffee percolators in themanufacturer’s original packaging, with standard manufacturer’s warranty,” the percolatorswere actually used and inoperable.Q: (1) Is anything that A can do?(2) Would it make any different if A had positive proof that a fraud had been perpetrated?(3) Would it make any different if C Bank had confirmed the letterof credit and accepted the bill of exchange before A got the positive proof?17. A, a company in England, established a contract for the sale of sugar with B on the name of itself. In the process of concluding, A did not disclose that it was only the agent of C, an Indian factory, in England. After A had delivered the goods according to the contract to B’swarehouse, B found out by inspection that part of the goods was not complied with the requirements in quality because it contaminated with solid impurity. A promised to give a satisfying answers to B. But after several resultless negotiations, A was tired to be immersed in such endless argument. Then A showed the agreement of authority and told B that it was only the agent of C which was the actual producer and supplier of the goods. Q: The intention of A was to drop out of the argument; do you think it can gain its goal? How?18. T was a tenant on L’s farm. Without any authorization from L, T ordered a new irrigation pump for the farm from K. T told K that he was L’s tenant and that he had authority topurchase a new pu mp on L’s behalf. K then installed a new pump and billed L for $2000. L denied liability on this bill, claiming that T’s purchase was unauthorized.5Q: T did not have actual authority to purchase the pump, but was his statement to K enough togive him apparent authority to make the purchase?6。

国际商法英语期末试题及答案一、选择题1. Which of the following is NOT a main source of international commercial law?A) International conventions and treatiesB) Domestic legislationC) Customary international lawD) Judicial decisions答案: B) Domestic legislation2. Which of the following is NOT an essential element of a valid contract?A) Offer and acceptanceB) ConsiderationC) CapacityD) Legality答案: C) Capacity3. In international trade, the "INCOTERMS" refer to:A) International copyright lawsB) International standards for product labelingC) International payment terms and shipping conditionsD) International tax regulations答案: C) International payment terms and shipping conditions4. Which of the following is a dispute resolution mechanism often used in international commercial contracts?A) MediationB) ArbitrationC) LitigationD) All of the above答案: D) All of the above5. The United Nations Convention on Contracts for the International Sale of Goods (CISG) applies to:A) Contracts for the sale of servicesB) Contracts for the sale of goods between parties in different countriesC) Contracts for the sale of goods within a single countryD) Contracts for the sale of goods between parties in the same country答案: B) Contracts for the sale of goods between parties in different countries二、简答题1. 请简要说明国际商法的定义和重要性。

第1篇Background:In 2018, two companies, Company A (a Chinese corporation) and Company B (a German multinational), entered into a Joint Venture Agreement (JVA) to establish a new manufacturing facility in China. The JVA was governed by the laws of both China and Germany, and both parties agreed to resolve any disputes arising from the JVA through arbitration in accordance with the rules of the International Chamber of Commerce (ICC).Facts:The joint venture, named "Joint Venture Co.," was established to produce and export high-tech machinery. According to the JVA, Company A was responsible for providing the land and labor, while Company B was responsible for providing technology, management expertise, and financing. The agreement also stipulated that the profits and losses would be shared equally between the two parties.After the joint venture was operational for two years, Company B started experiencing financial difficulties due to the global economic downturn. As a result, Company B requested a reduction in its financialobligations under the JVA, arguing that the economic conditions had changed significantly since the agreement was signed. Company A, on the other hand, insisted that the JVA was a binding contract and that any changes could only be made through mutual consent or by force majeure.Issues:The main issue in this case is whether the change in economic conditions constitutes a force majeure event that would excuse Company B from its financial obligations under the JVA. Additionally, the case raises questions regarding the interpretation of the JVA and the applicability of international arbitration rules.Legal Analysis:1. Force Majeure:Under the JVA, force majeure is defined as "an event or a series of events beyond the reasonable control of the parties, which could not have been foreseen or avoided by the exercise of due care, and which prevents the party from fulfilling its obligations under this Agreement."To determine whether the economic downturn constitutes a force majeure event, the arbitrator must consider the following factors:- Unforeseeability: Was the economic downturn an event that could have been reasonably foreseen by Company B at the time the JVA was signed?- Beyond Control: Was the economic downturn beyond the reasonablecontrol of Company B?- Prevention of Performance: Did the economic downturn prevent Company B from fulfilling its financial obligations under the JVA?In this case, the arbitrator may find that the economic downturn was unforeseeable at the time the JVA was signed and beyond the control of Company B. However, the arbitrator must also consider whether the downturn prevented Company B from fulfilling its obligations. If Company B can demonstrate that the downturn significantly impacted its financial stability and ability to meet its obligations, the arbitrator may conclude that a force majeure event has occurred.2. Interpretation of the JVA:The interpretation of the JVA is crucial in this case. Both parties have different interpretations of the agreement, particularly regarding the financial obligations under the JVA. The arbitrator must apply the principles of contract interpretation, which include:- Textual Interpretation: The first step is to examine the language of the JVA and give it its ordinary meaning.- Contextual Interpretation: The arbitrator must consider the context in which the clause is contained and the purpose of the JVA.- Objective Interpretation: The arbitrator must interpret the agreement as a reasonable person would interpret it.Based on the above principles, the arbitrator may find that the JVA does not explicitly address the possibility of an economic downturn and that the parties did not intend to include a force majeure clause for such events. Therefore, the arbitrator may rule that the economic downturn does not constitute a force majeure event and that Company B is still obligated to fulfill its financial obligations under the JVA.3. Applicability of International Arbitration Rules:The ICC arbitration rules provide a framework for the conduct of the arbitration process. The arbitrator must ensure that the arbitration is conducted in accordance with the rules, including:- Fairness and Impartiality: The arbitrator must act with integrity and impartiality.- Confidentiality: The arbitrator must keep the proceedings confidential.- Efficiency: The arbitrator must ensure that the arbitration is conducted expeditiously.In this case, the arbitrator must apply the ICC arbitration rules to ensure that the arbitration process is fair and efficient. Thearbitrator must also ensure that the parties have an equal opportunity to present their cases and that the decision is based on evidence and legal reasoning.Decision:Based on the analysis above, the arbitrator may reach the following decision:- The economic downturn is not a force majeure event under the JVA.- The JVA does not explicitly address the possibility of an economic downturn, and the parties did not intend to include a force majeure clause for such events.- Company B is still obligated to fulfill its financial obligations under the JVA.- The arbitration process has been conducted in accordance with the ICC arbitration rules.Conclusion:This case highlights the complexities of international legal disputes and the importance of clear and comprehensive contracts. It also underscores the role of arbitration in resolving such disputes and the need for arbitrators to apply the relevant legal principles and rules to reach a fair and just decision.Note:The above analysis is a hypothetical case study and should not be considered as legal advice. The actual outcome of an arbitration proceeding would depend on the specific facts and circumstances of the case, as well as the interpretation of applicable laws and rules.第2篇Background:The case involves a dispute over property ownership between two parties, Party A and Party B, both of whom are from different countries. The property in question is a piece of land located in a country where neither party is a resident. The dispute arose due to differing interpretations of the property's legal status and ownership rights.Facts:In 2010, Party A, a citizen of Country X, purchased a piece of land in Country Y through a local real estate agent. The purchase was documented with a sales contract, which was signed by both parties. The contract stated that Party A would pay a total of $500,000 for the land, with the payment to be made in two installments. The first installment was paid upon signing the contract, and the second installment was due within one year.In 2011, Party B, a citizen of Country Z, approached Party A and claimed ownership of the land. Party B argued that they had purchased the land from the original owner in Country Y, who had acquired it through inheritance. Party B presented a deed of inheritance as evidence oftheir claim.Party A denied Party B's claim and maintained that they had legally purchased the land from the original owner. They produced the sales contract and payment receipts as proof of their ownership.Contentions:1. Party A's contention:Party A argues that the sales contract is a legally binding documentthat clearly establishes their ownership of the land. They contend that the payment receipts serve as evidence of their compliance with the contract terms. Therefore, they are the rightful owners of the property.2. Party B's contention:Party B asserts that the deed of inheritance is a valid document that confirms their ownership of the land. They argue that the original owner had the right to transfer the property to Party A, but the subsequent inheritance by Party B establishes their superior claim to the property.Legal Analysis:1. Jurisdiction:The first issue to address is the jurisdiction of the court. Since the property is located in Country Y, it is crucial to determine whether the court in Country Y has jurisdiction over the dispute. The relevant laws and treaties governing jurisdiction should be examined to ascertain whether the court has the authority to hear the case.2. Validity of the Sales Contract:The sales contract is a critical piece of evidence in this case. The court will analyze the contract to determine its validity and enforceability. Key aspects to consider include the parties' intent, thelegality of the transaction, and compliance with the applicable laws of Country Y.3. Deed of Inheritance:The court will assess the validity of the deed of inheritance presented by Party B. This involves examining the legal procedures for inheritance in Country Y, as well as the authenticity and legitimacy of the document.4. Ownership Rights:The court will determine the rightful owner of the property by analyzing the respective claims of Party A and Party B. The court will consider the principles of property law in Country Y, including the priority of purchase over inheritance and the legal status of the property at the time of transfer.Decision:1. Jurisdiction:The court finds that it has jurisdiction over the dispute, as the property is located in Country Y, and the applicable treaties and laws permit the court to hear international cases.2. Validity of the Sales Contract:The court finds that the sales contract is a valid and enforceable document. It is legally binding on both parties, and the paymentreceipts confirm Party A's compliance with the contract terms.3. Deed of Inheritance:The court determines that the deed of inheritance is not valid, as it was not executed in accordance with the legal procedures for inheritance in Country Y. Furthermore, the deed was not registered with the relevant authorities, which is a requirement for the transfer of property rights.4. Ownership Rights:Based on the above findings, the court rules that Party A is therightful owner of the property. The sales contract, along with thepayment receipts, establishes Party A's claim to ownership. Party B's claim is invalidated due to the invalidity of the deed of inheritance.Conclusion:In this international legal dispute over property ownership, the court has determined that Party A is the rightful owner of the property. The sales contract, coupled with the payment receipts, confirms Party A's compliance with the contract terms and establishes their claim to ownership. The court has also invalidated Party B's claim based on the invalidity of the deed of inheritance. This decision reflects the importance of legal compliance and the validity of documents in international property disputes.第3篇Background:In this case, two parties, Company A, a Chinese multinational corporation, and Company B, a German engineering firm, entered into a contract for the supply of high-tech equipment. The contract was signed in China and governed by Chinese law. However, the contract also included an arbitration clause, stipulating that any disputes arising from the contract would be resolved through arbitration in Germany.The Contract:The contract was for the supply of advanced manufacturing equipment for Company A's new factory in China. The total value of the contract was USD 50 million, with a delivery period of 12 months. Company A was to pay Company B in three installments: 30% upon signing the contract, 40% upon shipment of the equipment, and the remaining 30% upon completion of the installation and acceptance of the equipment.Dispute:After the signing of the contract, Company B commenced production of the equipment. However, due to unforeseen technical difficulties, Company B was unable to meet the delivery deadline. After several extensions, Company B was still unable to deliver the equipment within the agreedtimeframe. Company A, facing delays in its production schedule, demanded that Company B compensate for the delay and cover the costs of the additional work required to catch up with the schedule.Company B, on the other hand, argued that the delay was due to reasons beyond its control, specifically the unforeseen technical difficulties. They contended that they had promptly informed Company A of thesituation and had made reasonable efforts to resolve the issue. Furthermore, Company B requested that the arbitration clause in the contract be invoked to resolve the dispute.Arbitration:The parties agreed to proceed with arbitration in Germany. Thearbitrator was appointed, and both parties submitted their respective cases and evidence.Company A's Case:Company A argued that Company B was in breach of contract for failing to deliver the equipment on time. They cited the arbitration clause and claimed that Company B should be held liable for the delay and the associated costs. Company A presented evidence of the financial impactof the delay, including lost sales and increased operational costs.Company B's Case:Company B countered by arguing that the delay was due to unforeseen technical difficulties, which were beyond their control. They provided detailed reports and expert testimony to support their claim. Company B also emphasized that they had made reasonable efforts to mitigate the delay and had informed Company A promptly about the situation.Decision:After a thorough examination of the evidence and arguments presented by both parties, the arbitrator ruled in favor of Company B. The arbitrator found that the delay was indeed due to unforeseen technical difficulties, which were not caused by any negligence or breach of contract on thepart of Company B. The arbitrator also noted that Company B had takenreasonable steps to address the issue and had informed Company A in a timely manner.The arbitrator further ruled that Company A was not entitled to any compensation for the delay since the delay was not the result of any breach of contract by Company B. However, the arbitrator did note that Company B had exceeded the original delivery period and recommended that Company B provide Company A with a partial refund to account for the time delay.Conclusion:This case highlights the importance of thorough due diligence and clear contractual terms, particularly when dealing with international contracts. It underscores the significance of arbitration as a mechanism for resolving disputes in cross-border transactions. The decision inthis case serves as a reminder that parties should be prepared to accept the outcomes of arbitration, even when they may not be in their favor.For Company A, the case serves as a lesson on the potential risks associated with international contracts and the importance of understanding the implications of arbitration clauses. For Company B, the case demonstrates the importance of maintaining open communication with counterparties and taking reasonable steps to address unforeseen challenges.In light of the arbitrator's decision, Company A and Company B have reached a mutual understanding and agreed to proceed with the partial refund recommended by the arbitrator. The case has also led to a strengthened relationship between the two companies, with both parties recognizing the value of transparency and cooperation in international business transactions.。