commercial law

国际商法概念International business law is the body of rules and norms that regulates business activities carried outside the legal boundaries of states. In particular, it regulates the business transactions of private persons internationally, and the relationship of international commercial organizations.国际商法是调整跨国商事活动的法律规范的总称。

它调整的是国际私人商事交易关系和国际商事组织间的关系.Chapter one 第一章Introduction to International Business Law (国际商法总论)III Sources of international business law国际商业法的渊源A. National law 国内法The most important source.Take China as an example:The Contract LawTrademark Law 商标法Chinese-Foreign joint Venture (Cooperative) Law,中外合资企业(合作)法律The Civil Procedure Law民事诉讼法Arbitration Law仲裁法律B. International treaties and conventions国际条约和惯例Differences between treaties and convention:The most important international conventions:The United nations Convention on Contract for the International Sales of Goods （CISG，联合国国际货物销售合同公约）Convention for the Unification of Certain Rules of Law Relating to Bills of Lading (the Hague rules，海牙规则)The Paris Convention for the Protection of Industrial Property (Paris Convention，巴黎公约 )Understanding on the Rules and Procedures Governing the Settlement of Disputes (DSU，争端解决规则与程序谅解）C .International model law国际通则Definition定义: rules and norms worked out and passed by some international organizations for the free choice by nations.Influence:1. model for national and international legislature;国家与国际立法机构模型2. a means of interpreting and supplementing existing uniform law;3. rules governing the contract (situations?);4. a substitute for the domestic lawD. International trade customs and usages国际贸易惯例Definition(定义): the general rules and practices in international trade activities that have become generally adopted through unvarying habit and common use. (used to be oral but later compiled into written rules)Influence: not law, but plays an important role.1. as binding rules by agreed upon by the parties to the contract.2. as interpreting or filling the gaps in the contract.(only for usages the parties agreed to be bound or that derive from their past dealings, or the usages the party knew or ought to have known and that are regularly observed in the industry or trade involved.Chapter Two 第二章Forms of international Business 国际商事方式I Some International Trade TheoriesB. Absolute Advantage 绝对优势Adam Smith 亚当.斯密绝对优势理论（Theory of Absolute Advantage），又称绝对成本说（Theory of Absolute Cost）、地域分工说（Theory of Territorial Division of Labor）。

(a)There are several major issues in this case. First of all, it is necessary to know whether there was a contract between Alphatel Ltd and Mikroship Ltd. Secondly, when a contract between these two parties was initially formed if it was considered to exis t. Lastly, whether that the statement on the Mikroship‘s website should be treated as a term of the contract.For the beginning, it is essential to ascertain whether there was an offer between two or more parties as an offer is one of the four essential elements of a contract (The other three essential elements of a contract are: acceptance, intention and consideration. They would also be analyzed in this paragraph). This implies that a contract exists where an offer has been accepted and good consideration provided. In this case, the manager of research and development at Mikrochip suggested Alphatel Ltd to use the ‗X-chip‘ in place of more expensive ones, and then had detailed discussions between the manager and production team at Alphatel. The words ―suggested‖ and ―discussions‖ indicate that there was negotiation between two parties before an offer arisen, and the words ―detailed discussions‖ evince that these two managers of the departments at these two parties engaged in negotiating the best possible deal they could get. The negotiation of being provided cheaper supplies by Mikrochip encourage Alphatel to make a contract with Government. At law an ―offer may be described as the indication by one person to another of his willingness to enter into a cont ract with him on certain terms‖ (J Carter and D Harland, Contract Law in Australia, Butterworths, Sydney, 1996, [207]). That is, in this case, Alphatel was theofferor, Mikrochip was the offeree, and an offer had been made where Alphatel ordered a quantity of X-chips to be delivered by email on 1 February then Mikrochip accepted the offer by replying the email on 2 February. As a ―reasonable person‖, Mikrochip‘s email reply could be considered as it concluded that the parties had intended to contract. This was accordance with the objective test which is used by courts to construe the intention of the parties (Taylor v Johnson (1983) 151 CLR 422). So the two parties had intention to make an offer and there was an agreement on this deal. Furthermore, as a promisee, Mikrochip had provided good consideration where Mikrochip promised to deliver the supplies to Alphatel. It also demonstrates that they had a commercial objective to make their agreement to be legally enforceable (Rann v Hughes (1778) 101 ER 1014). Consequently, the contract was formed.After all the four essential elements of a contract have been determined, it is necessary to ascertain what the date of the contract constructed was. According to the rule of The Electronic Transactions Act 1999 (Cth), a sender sends an electronic communication (such as email) from he/she‘s place of business to the addressee‘s place of business, the electronic communication is received when it comes to the attention of the addressee. This indicates that the date of the communicating acceptance over the email which has been set out is the date the addressee has attended the email sent by sender. Hence, in this case, the contract between Alphatel and Mikrochip was constructed at the date when the offeree Mikrochip had attended the email sent by the offeror Alphatel –2 February, 2011. This can also be provided byPostal rule, while it concludes acceptance occurs when the letter is posted (Tallerman & Co Pty Ltd v Nathan‘s Merchandise (Vic) Pty Ltd (1957) 98 CLR 93); however, the rule does not apply to emails or online acceptances. It intimates that the acceptance date of a contract is the date the addressee has received the email form sender. Therefore, the contract in this case was constituted is on the second of February in 2011.As well as the date of contract‘s constitution should be determined, it is indispensable to examine whether the statement on Mikrochip‘s website is a term of the contract by using the tests for establishing the express terms of a contract. In this case, the facts were Mikrochip accepted Alphatel‘s offer by replying the email, and also reminded Alphatel to read the usual terms and conditions on its website. Because of these terms and conditions are set out on the website, they should be considered as unsigned writing. Therefore it is necessary to test whether a reasonable notice has been provided based on the unsigned terms. In this case, Mikrochip clearly intended to incorporate the statements on website into the contract, where they were the usual terms and conditions but made after contract formed. In addition, Mikrochip has made a reasonable notice to Alphatel in the email. If reasonable notice has been held, it does not matter whether the other party read the clause or not (Parker v South Eastern Railway Co (1877) 2 CPD 416). Alphatel had been given reasonable notice of Mikrochip‘s usual terms and conditions and must be taken to have agreed to them. Thence, the reasonable notice test shows that the unsigned website statements havebeen incorporated into the contract, and hence the website statements should be considered as the express terms of a contract.Overall, after examining the evidence, it is indeed apparent that there was a contract between Alphatel Ltd and Mikrochip Ltd which had resulted from the four elements: offer, acceptance, intention and consideration and was constituted on the second of February in 2011 provided by the rule of the Electronic Transactions Act. In the circumstance, as the reasonable notice had been given by Mikrochip to Alphatel in the email, the statements on Mikrochip‘s website should be considered as a term of the contract.(b) It is suggested that there is a contract and Microchip‘s website statement is a term of the contract and the statement is an exemption clause. In next several paragraphs, some cases will be used to be against Mikrochip for breach of contract.The first issue is whether any ambiguities exist in the Mikrochip‘s website statement. If it has any ambiguities, the ambiguity rule will be against the party who want to rely on the exemption clause and support the other one. As a case (Photo Production Ltd v Securicor Transport Ltd (1980) 1 All ER 556), the exclusion clause was clear and unambiguous so Securicor was not liable for its employees‘ de liberate default. In Alpatel Ltd and Mikrochip‘s case, it is known that there is ambiguity in website statement. It can be found that the exemption clause only mention that any losses nomatter how they caused because of sellers‘ negligence and all reasonable care. It was not clear, more importantly, no detailed descriptions had been given out and this clause could lead to misunderstanding. Therefore, according to the ambiguity rule, Alphatel Ltd could sue Mikrochip for breach of contract.Next issue we need to discuss whether the four corners rule can be applied in this contract between Alphatel and Mikrochip. With regard to this issue, the law requires ―the exemption clause was intended to cover only the matters contained within the four corners of the co ntract‖ (Sweeney, O‘Reilly & Coleman, 2010). In Sydney Corporation v West (1965), the judge concluded SC was not protected by the exclusion clause since without any evidence, they intended to be liable for other losses such as SC‘s purposeful destruction to the car. From Mikrochip‘s website statement, it is shown that they used broadly worded exemption clause, for instant, the words like ―any losses‖ and ―howsoever‖. Therefore, four corners presumption was available for Alphatel to use for against Mikrochip for breach of contract.Not only two issues above but also another issue should be noticed. The issue is that whether the duty of care owed by Microchip to Alphatel. The law has provided that manufactures owe a duty to users of their products to take reasonable care to protect those users from injuries (property) which are reasonably foreseeable (Donoghue v Stevenson (1932) AC 562). In our case, Mikrochip played a role of manufactures during this trade; in addition it has the duty to protect reasonable foreseeablity.Moreover the manager of Mikrochip provide suggestion to Alphatel, however, it is described that X-chip is unsatisfied during processing the high volumes of information which are needed by most of Alphatel‘s custom ers, especially the Government. Therefore, it might be illustrated that Alphatel could sue Mikrochip to breach the contract because of the rule duty of care.The final issue to be demonstrated is whether X-chip is of merchantable quality. The law present that ―Sellers must be care ful that goods they sell are reasonably fit for their normal purpose or purposes‖ (Sweeney, O‘Reilly & Coleman, 2010). B S Brown Et Sons Ltd v Craiks Ltd (1970), established that buyer failed as a result of the cloth which was suitable for one purpose —industrial purposes; in the meanwhile, the indicators of merchantable quality should be considered. In a case (H Beecham Et Co Pty Ltd v Francis Howard Et Co Pty Ltd (1921) VLR 428), the judge concluded that wood was not of merchantable quality on basic of price paid although it was perfect in some situation. In Alphatel and Mikrochip case, because X-chip only worked well in low volumes of information and was not suitable in high volumes information. According to matter of fact, there is evidence that X-chip was not of merchantable quality because it could only be satisfactory in some purpose not all of them. Furthermore, Mikrochip Ltd repled that Alphatel‘s order accepted on their usual terms and conditions, yet the goods which they delivered were not in high quality and were different from description in discussion period. Therefore, Alphatel could use merchantable quality rule to sue Mikrochip for breach of contract.In conclusion, Alphatel could find good cases against Mikrochip for breach of contract if there is contract and website statement of Mikrochip is a term of contract because the ambiguity rule, the four corners rule, the duty of care and merchantable quality could be applied in this case.(c) Assuming that Mikrochip has breached the contract, Alphatel was entitled to claim damages arising out of a breach.The first issue to be suggested is losses must be caused by a breach of the contract. In Alphatel and Mikrochip case, Although Mikrochip breach the contract, Alphatel could only sue to obtain damages for those losses which from Mikrochip‘s breach of contract. It could be summarized that not all $10 million might be sued as damages.Next steps: though losses are caused by the breach of contract, they should not be far remote. According to the rule in Hadley v Baxendale (1854), the damages could be rewarded if the losses fall within either the usual course of events from the breach (first limb) or within the reasonable contemplation of the both parties when the contract was formed (second limb). In this situation, Alphatel suffered losses because Mikrochip did not give an adequate notice to Alphatel on account of the new microprocessor proved unsatisfactory when processing the high volumes of information required. Overall, the loss was foreseeable that flowed in the ordinary course of things from the breach, so Alphatel is able to sue Mikrochip to pay for thedamages on the cost of X-chip that were ordered.Nonetheless, the total $10million lost on the Government contract cannot be claimed since the damage was too remote. Mikrochip would only be responsible for the loss if it knew Alphatel had a contract with Government at the time of making contract to order supplies. As it was unaware of this contract at that time, Mikrochip was not liable to pay damages for Alphatel‘s $10million on Government contract.A further issue to be mentioned is that plaintiff has a duty of mitigate losses. According the definition, it means that the plaintiff must take reasonable steps to reduce the losses flowing from the breach. In Alphatel and Mikrochip case, Alphatel had its own duty to mitigate losses; that is to say, not all the loss should be recovered by Mikcrochip. Both of them needed to negotiate and tried to get ways to move forward and benefited both parties.Nonetheless, the total $10million lost on the Government contract cannot be claimed since the damage was too remote. Mikrochip would only be responsible for the loss if it knew Alphatel had a contract with Government at the time of making contract to order supplies. As it was unaware of this contract at that time, Mikrochip was not liable to pay damages for Alphatel‘s $10million on Government contract.。

澳大利亚商业法律Business Law（商业法律下称商法)为初入商科的学生指明了在商业运作中所用手段的基本底线。

掌握商法可以对您以后在西方社会的商业行动和日常生活提供最基本的法律参考。

商法所使用教材为<<BUSINESS LAW>> by Andy Gibson and Douglas Fraser。

在这个学期13周的课程中，学生被期望掌握以下知识，其中侵权行为和财产法为期中重点考试内容（有些翻译可能不是很恰当，如有失误请指出，谢谢大家）1.什么是法律（What is law)第一星期：基础介绍2.澳大利亚法律系统(Austalian Legal System)第二星期：成文法，普通法，法院的职责，权利的分配，法院的等级制度3.侵权行为(Law of Torts)第三星期：直接和间接侵权，失职(Negligence)，法院判定失职所用的5步处理方法，民事责任准则第四星期：回顾第三个星期，企业失职(Application of Negligence to Business), 国际侵权（International Torts)4.财产法第五星期：土地和商品的区别，拥有权的概念(The concept of Possession)，在行为中的选择（Choses in action),土地所有权（Land ownership),按揭贷款（Mortagages),租约和执照（Leases & Licenses), 居民租赁法（Residential Tenancy Legislation)第六星期：复习，期中考试5.合同法（Contract Law)第七星期：介绍合同法，契约（Intention & Agreement)第八星期：合同团体数量（Capacity of the Parties)第九星期：真实许可（Genuine Consent)第十星期：合法对象和形式（Legality of Object & Form),合同的制定（Construction of the Contract)第十一星期：合同各方的权利（Rights of the parties & Discharge)，毁约（Remedies for Breach of Contract)6.消费者保护立法(Consumer Protection Legislation)第十二星期：交易行为准则（Trade Practices Act 1974 Cth)7.经销法(Law of Agency）第十三星期：经销原则（Principle & Agent)次章所写时间为第三周，重点为侵权行为－－－－在说某事简单的时候，请先将此事做完美。

《商法学》精品课程建设材料之商法学英文单词和短语精选山东政法学院《商法学》精品课程项目组商法学英文单词和短语精选Collected Words and Expressions in Commercial jurisprudencePart ⅠChapter 1 General Introduction to Commercial Law1. 商commerce2. 商人businessman3. 以营利为目的for-profit4.交易transaction5. 固有商inherent merchants6.辅助商auxiliary merchants7.商法commercial law8.商事关系commercial relations9.民商分立seperation of civil and commercial codes 10.民商合一combination of civil and commercial codes 11.商事组织法business association law 12.商行为法commercial conduct law 13.公司法company law 14.破产法bankruptcy law 15.票据法instrument law 16.证券法security law 17.保险法insurance law 18.海商法maritime commercial law 19.商法的基本原则basic principles of commercial law 20.强化商事组织原则principle of strengthening business organizations 21. 维持交易安全原则principle of affirming safety of trading 22.促进交易便捷原则principle of improving convience and efficiency of trading 23.公平交易原则principle of realizing fairness of trading 24. 商主体commercial subject 25.商事能力business capacity 26.商法人juridical person in commercial law 27.商个人sole proprietor in commercial law 28.商合伙commercial partnership 29.商行为commercial conduct 30.经营business operation 31.绝对商行为absolute commercial conduct 32. 相对商行为relative commercial conduct 33.商事代理commercial agency 34.商事留置commercial lien 35商事登记.commercial registration 36.商号trade name 37.商号权rights of trade name 38.商业账簿trade bookChapter 2 Origin and Development of Commercial Law1.商业习惯customs of merchants2.商人习惯法customary law of merchants3. 法国商法典commercial code of France4. 德国商法典commercial code of Germany5. 日本商法典commercial code of Japan6. 主观主义立法模式subjectivist legislative mode7.客观主义立法模式objectivist legislative mode8.折衷主义立法模式eclectic legislative mode9.判例法case law 10.制定法statute law 11.美国统一商法典Uniform Commercial Code of the United States 12.商法总则general rules of commercial law 13. 商法分则classified rules of commercial law 14.商业惯例business practiceChapter 3 Commercial Law and Other Legal Divisions1.商法commercial law2.民法civil law3.民商分立seperation of civil and commercial codes4.民商合一combination of civil and commercial codes5.普通法general law6.特别法special law7. 特别法优于普通法special law derogates general law8.经济法economic law9.行政法administrative law 10. 企业法enterprise law 11.消费者权益保护法consumer protection law 12 单方商行为unilateral commercial conducts 13.双方商行为bilateral commercial conducts 14.营利调整机制for-profit regulative system 15.行政调整机制administrative regulative systemPart ⅡCorporation LawChapter 4 General overview of Corporation Law1.公司company2.企业法人enterprise legal person3.社团法人corporation4.人合公司personal company5. 资合公司capital company6.跨国公司multinational corporation7. 母公司parent company8.子公司constituent company9.本公司head office 10. 分公司branch company 11.无限责任公司non-limited liability company 12. 有限责任公司limited liability company 13.两合公司limited partnership by shares 14.股份有限公司joint stock limited company 15. 股份两合公司joint-stock limited partnership 16.公开公司public company 17.封闭式公司private company 18.保证有限公司company limited by guarantee 19.公司设立formation of a company 20.公司解散dissolution of a company 21.公司章程articles of association 22. 经营范围business scope 23.公司分立corporate seperation 24. 公司合并coporate merger 25.财务会计报告financial statement 26.资产负债表balance sheeet 27.公司盈余profit of a company 28.公积金accumulation fundChapter 5 limited liability company1.股东share-holder2.出资额capital contribution3.注册资本registered capital4.法定资本最低限额statutory minimum amount of capital5.公司名称name of a company6.公司住所domicile of a company7.组织机构organizational structure8.生产经营场所premises for production and operation9.生产经营条件necessary conditions for production and operation 10.发起设立incorporation by promotion 11.设立登记registration of incorporation 12.营业执照business license 13.出资方式method of capital contribution 14.出资证明书capital contribution certificate 15. 股权转让transfer of stock rights 16.股东会share-holders meeting 17.定期会议regular meeting 18.临时会议interim meeting 19.普通决议common resolution 20.特别决议special resolution 21.董事director 22.董事会board of directors 23.董事长chairman of the board directors 24. 监事supervisor 25.监事会supervisory board 26.经理manager 27.副经理deputy manager 28.财务负责人personel in charge of financial affairs 29.忠实义务fidelity duty 30. 勤勉义务diligence duty 31. 国有独资公司wholly state-owned company 32.外商独资公司sole-foreigninvester company 33.一人公司one man’s company 34.中外合资公司sino-foreign contractual joint company 35.外国公司的分支机构branch of a foreign companyChapter 6 Joint-Stock Limited Company1.股份有限公司joint-stock limited company2.股份share3. 发起人sponsor4.股份发行issuance of shares5. 募集股份share offer6.招股说明书prospectus on share offer7.募集设立incorporation by means of share offer8. 认股subscription9.缴纳股款payment 10.创立大会inaugural meeting 11.股本share capital 12.法定资本制statutory capital system 13. 授权资本制authorized capital system 14.折衷资本制eclectic authorized capital system 15.资本确定原则doctrine of capital determination 16.资本不变原则doctrine of unchanging capital 17.资本维持原则doctrine of capital maintenance 18.增资increase of the registered capital 19.减资reduction of the registered capital 20.股份转让transfer of shares 21.股东大会shareholders general meetingChapter 7 Securities law1.有价证券negotiable security2.资本证券capital security3.货币资本money-capital4.流通证券marketble securities5.股票stock6.记名股票registered stock 6.无记名股票unregistered stock7.普通股股票common stock8.优先股股票preference stock9.表决权股票voting stock 10.社会公众股shares issued to the general public 13. 募股申请application for share offer 14股票价格.stock price 15.股票收益stock yield 16.股票回购stock repurchase 17.公司债券company bonds 18.有担保公司债券guaranteed bonds 19.本金debenture principal 20.债券利息bond interest 20.债券发行bond issuance 21.债权转让exchange of bonds 22股票上市.listing of shares 23. 证券交易所stock exchang 24.债券上市listing of bondsPart Ⅲ Bankruptcy LawChapter 8 General Overview of Bankruptcy Law1.破产bankruptcy2.无力清偿insolvency3. 公平清偿fair payment4. 债权人creditor5.债务人debtor6.破产案件bankruptcy cases7. 破产法bankruptcy law8.破产程序bankruptcy procedure9.商人破产主义mercantile bankruptcy theory 10.一般破产主义general bankruptcy theory 11.免责主义doctrine of exemption 12.不免责主义doctrine of nonexemption 13.属地主义doctrine of territoriality in bankruptcy 14.普及主义universalism of bankruptcy doctrineChapter 9 General Overview of Bankruptcy Procedure1.破产程序bankruptcy procedure2.破产程序的适用范围scope of application for bankruptcy procedure3.企业法人business corporation4.破产原因cause of bankruptcy5. 无力清偿insolvency6. 资不抵债inability to offset debts with assets7.缺乏清偿能力lack of ability to repay debts8.停止支付suspend payment9.地域管辖territorial jurisdiction 10.级别管辖jurisdiction by form level 11.管辖权转移transfer of jurisdiction 12.破产裁定order of bankruptcy 13.破产公告public notice of bankruptcy 14.破产申请bankruptcy application 15.破产申请人bankruptcy applicant 16. 破产案件的受理acceptance of bankruptcy case 17.破产申请的驳回deny a bankruptcy application 18.管理人的任命appointment of a bankruptcy trustee 19.债务人财产debtor estate 20.撤销权right of revocation in bankruptcy procedure 21.追回权right of recovery in bankruptcy procedure 22.取回权recall right 23.抵销权right of setoff in bankruptcy procedure 24.破产费用costs for bankruptcy proceedings 25.共益债务debts for common benefit 26.债权申报reports of credits 27.债权人会议creditors meeting 27.债权人委员会creditors committeeChapter 10 Revitalization1.重整原因cause of revitalization2.重整申请application for revitalization3.重整期间period of revitalization4.继续营业continuance of a business5.重整计划schemes of revitalization6.企业拯救enterprises revitalization7.重整计划的执行implementation of revitalization8.重整计划的执行终止termination of the implementation of revitalizationChapter 11 Settlement1.和解程序settlement procedure2.和解申请application for settlement3.和解协议settlement agreement4. 和解失败failure of settlement5.和解完毕fulfillment of a settlement agreementChapter 12 Bankruptcy liquidations1.破产宣告bankruptcy declaration2.破产原因cause of bankruptcy3.破产宣告的裁定rulings of a bankruptcy declaration4.破产清算程序bankruptcy liquidation procedure5.破产人bankrupt6.破产财产insolvent properties7.别除权exemption right8.担保物权realrights for security9.破产变价realization of insolvent properties 10.破产变价方案scheme of realization of insolvent properties 11.破产分配distribution of insolvent proprties 12.破产分配方案scheme of distribution of insolvent properties 13.破产分配的法定顺序statutory order of distribution of insolvent properties 14.工资wages of staff and workers 15.税收taxes 16.破产债权bankruptcy claims 17.追加分配supplementary distribution 17.破产程序的终结termination of bankruptcyprocedurePart Ⅳ Commercial instrument lawChapter 13 General Overview of bills and commercial paper law1.票据commercial instrument2.设权证券right-creating securities3.无因证券abstract securities4.要式证券formal securities5.文义证券literal securities6.流通证券negotiable securities7.信用证券credit instrument8.支付证券payment instrument9.远期票据long-dated bill 10.即期票据sight bill 11.汇票bill 0f exchange 12.本票promissory note 13.支票check 14.汇兑功能function of exchange 15.支付功能function of payment 16.信用功能function of credit 17.票据法commercial instrument law 18.票据关系bill relations 19.票据发行关系bill ralations caused by issuance 20.票据背书关系bill relations caused by endorsement 21. 票据保证关系bill relations caused by guaranty 22.票据承兑关系bill relations caused by acception 23.原因关系cause relations 24.预约关系preliminary relations 25.资金关系fund relations 26.票据行为act of commercial paper 27.基本票据行为fundmental instrument act 28.附属票据行为auxiliary act on negotiable instrument 29.出票issuing a bill 30.背书endorsement 31.保证guaranty 32.承兑acceptance 33.出票人drawer 34.持票人holder 35.背书人endorser 36.保证人guarantor 37.承兑人acceptor 38.收款人payee 39.票据代理agency of act of commercial paper 40.票据权利rights of bill 41.付款请求权right of claim for payment 42.追索权right of recourse 43.正当持票人holder in due course 44.票据的伪造forgery of a bill 45.票据的涂销erasure of a bill 46.票据的变造alteration of a bill 47. 公示催告publicizing public notice for assertion of claims 48.空白票据blank bill 49.票据抗辩bill pleading 50.票据权利的时效limitation of action of rights of billChapter 14 Bill of Exchange1.汇票bill of exchange2.委付证券payment by mandate securities3.商业汇票commercial bill of exchange4.银行汇票bank draft5.即期汇票sight bill6.远期汇票long –dated bill7.记名汇票inscribed bill of exchange8.无记名汇票bearer bill of exchange9.指示汇票bill drawn to order 10.正式汇票formal bill of exchange 11.变式汇票informal bill of exchange 12.出票issuing a bill 13.绝对必要记载事项absolutely necessary specified particulars 14.相对必要记载事项relatively necessary specified particulars 15.任意记载事项freely specified particulars 16. 背书endorsement 17. 转让背书endorsement for transfering bill rights 18.空白背书blank endorsement 19.记名背书full endorsement 20.质押背书endorsement for pledge 21.承兑acceptance 22. 承兑提示presentment for acceptance 23.保证guaranty 24.保证人guarantor 25.被保证人guarantee 26.付款payment 27.付款提示presentment for payment 28.追索权right of recourse 29.背书的连续continuity of endorsementChapter 15 Promissory notes and cheques1.本票promissory notes2.银行本票cashier’s check3.即期本票demand promissory note4.先进本票cash promissory note5.转账本票promissory note for transfer6. 支票cheque7.现金支票cash cheque8.转账支票chack for transfer9.即期支票cheque at sight 10.空白支票blank checkPart Ⅴ Insurance lawChapter 16 General Overview of Insurance and Insurance Law1.保险insurance2.保险合同insurance contract3.投保人applicant for insurance4.保险人insurer5.保险费premium6.被保险人insurant7.保险金insurance benefits8.商业保险commercial insurance9.可保危险insurable risk 10.强制保险compulsory insurance 11.自愿保险voluntary insurance 12.原保险original insurance 13.再保险reinsurance 14.责任保险liability insurance 15.财产保险property insurance 16.人身保险personal insurance 17.保险标的insurance object 18.保险法insurance law 19.保险合同法law of insurance contract 20.海上保险marine insurance 21.社会保险制度legal system of social insurance 22.保险利益原则doctrine of insurable interest 23. 最大诚信原则doctrine of utmost good faith 24.告知notify 25.保证assure 26.弃权与禁止反言dislaimer and being prohibited from going back on one’s words 27.损失补偿原则doctrine of indemnification for loss 28.近因原则doctrine of immediate causeChapter 17 Introduction to Insurance Contract1.保险合同insurance contract2.双务合同riciprocal contract3.有偿合同remunerative contract4.附和合同contracts in standord form5.定值保险合同contract of fixed amount insurance6.不定值保险合同contract of unvalued insurance7.保险人insurer8.投保人applicant for insurance9.被保险人insurant 10.受益人benefiary 11.保险代理人insurance agent 12.保险经纪人insurance broker 13.保险公估人insurance public appraiser 14.投保单proposal form 15.暂保单insurance receipt 16.保险单insurance policy 17.保险凭证insurance certificate 18.投保apply for insurance 19.承保accept insurance 20.保险责任insurance lidbility 21.保险期间duration of insurance coverage 22.保险价值insurable value 23.保险金额sum insured 24.保险危险insurance risks 25.保险事故insured event 26.保密义务duty of maintaining secrecy 27.保险合同的解除dissolution of an insurance contractChapter 18 Contract of Property Insurance1.财产保险合同contract of property insurance2.财产损失保险indemnity insurance3.责任保险liability insurance4.信用保险credit insurance5.火灾保险fire insurance6.保险代位权right of insurance subrogation7.保险价值insurance value8.保险金额sum insured9.保险责任insurance liability 10.责任免除exemption from liability 11.索赔claim an indemnity 12.理赔settlement of claims 13.保险委付insurance abandonment 14.重复保险double insurance 15.企业财产保险insurance of enterprise property 16.机动车辆保险motor vehicle insurance 17.货物运输保险cargo insuranceChapter 19 Contract of Personal Insurance1.人身保险合同contract of personal insurance2.定额保险合同sum insurance contract3.受益人insurance beneficiary4.指定受益人designated beneficiary5.法定受益人statutory beneficiary6.受益人的变更alteration of beneficiary 7.人寿保险life insurance 8.死亡保险mortality insurance 9.健康保险health insurance 10.意外伤害保险injury insurance 11.不可争条款undinable clause 12.复效条款validity reinstatement clauseChapter 20 Law of Insurance Industry1.保险公司insurance company2.保险监督管理机构insurance supervision and control authority3.中国保险监督管理委员会China Insurance Regulatory Commission4.保险准备金liability reserve funds5.保险保障金insurance protection funds6.保险公积金insurance accumulatedfund。

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。

法律英语名词解释Constitution宪法public law 公法private law 私法common law 普通法civil law 罗马法, 大陆法; 民法case law 判例法statutory law 制定法equity law 衡平法Provisions of Oxford 牛津条例writ 令状writ upon the case 本案令状court of chancery 衡平法院injunction 强制令binding interpretation 具有约束力的法律解释civil suit 民事诉讼action 法律诉讼,诉讼行为the Bar 律师业，司法界barrister 诉讼律师, 大律师, 出庭律师solicitor 非诉律师, 诉状律师, 事务律师advocacy 出廷辩护，代理诉讼single practitioner 单独开业者house counsel 专职法律顾问public prosecutors 公诉人，检察官attorney 律师；检察官Attorney General 司法部长；检察总长Chief Justice 首席大法官litigation 诉讼litigant 诉讼当事人Juris Doctor (JD) 法律博士Master of Laws (LLM) 法学硕士Doctor of Juridical Science (SJD) 法学博士curriculum 课程required course 必修课elective course 选修课the case method 案例教学法the Socratic method 苏格拉底式教学法old boy networks 老哥们关系网the modern regulatory nation 现代规制国家Federal Court System 联邦法院系统: The Supreme Court 最高法院Courts of Appeals上诉法院District Courts地区法院Special Courts特别法院Three-tiered model 三级（审判）体制：trial court （审判法院；初审法院）appellate court , court of appeals（上诉法院）supreme court 最高法院Litigant 诉讼当事人capital punishment死刑writ of certiorari调案调卷令be on the bench担任法官career judiciary职业法官popular vote普选gross misconduct严重的过失行为doctrine of constitutional supremacy宪法至上原则malfeasance 渎职行为judicial interpretation 司法解释judicial review 司法审查constitutionality 合宪性impeachment 弹劾associate justice 陪审大法官administrative law 行政法agency action 行政行为adjudication 裁定；裁决sub-constitutional 准宪法性；亚宪法性statutory law 制定法Formal adjudication 正式裁决Informal adjudication 非正式裁决Formal rulemaking 正式规章制定Informal rulemaking 非正式规章制定Criminal Law 刑法Model Penal Code 标准刑法典Criminal liability刑事责任Capital punishment 死刑Insanity defense 精神不正常辩护Homicide 杀人罪Self-defense 自卫；正当防卫forcible felony暴力性重罪gross negligence严重过失criminal homicide 有罪杀人Malice恶意Murder谋杀Death penalty死刑Felony重罪co-felons重罪共犯first degree murder一级谋杀罪manslaughter非恶意杀人；非预谋杀人criminal sanction刑事惩罚conviction rate定罪率acquittal 宣告无罪gross negligence严重过失reckless homicide疏忽大意杀人negligent homicide过失杀人civil rights law 民权法invidious discrimination 嫉恨式歧视Magistrate治安法官；司法官summary judgment motion即决审判动议cause of action诉因Contract Law合同法Agreement-in-fact事实协议Agreement-as-written书面协议Uniform Commercial Code统一商法典Offer要约Acceptance承诺Consideration对价Contract performance合同履行Tangible property有形财产Intangible property无形财产Conveyance of property财产权的转让Primary authority首要法源Secondary authority次要法源Tax evasion逃税Restatements of the Law法律重述汇编Stare decisis遵从前例Tort Law 侵权法intentional tort故意侵权negligence or negligent tort过失侵权contingent fee 成功酬金tortfeasor 侵权人intangible damage 无形损害conversion of propertyfalse imprisonment 非法拘禁defamation 诽谤invasion of privacy侵犯隐私products liability 产品责任duty of care照看义务contributory negligence 共同过失comparative negligence 比较过失strict Liability 严格责任medical malpractice 医务渎职property law 财产法tangible property 有形财产intangible property无形财产security transaction 担保交易deficiency judgment不足额判决foreclosure 取消赎回权mortgage holder 抵押权人secondary financing 间接融资Corporation Law公司法individual proprietorships个体业主partnerships 合伙Uniform Partnership Act统一合伙条例Model Business Corporation Acts标准商务公司条例Securities Exchange Act证券交易条例Blue Sky Laws 蓝天法Federal Antitrust Laws 联邦反托拉斯法separate legal entities 独立法人实体general partnerships 一般合伙Limited partnerships 有限合伙publicly held corporations公众持股公司close corporations 内部持股公司Insurance Law保险法group insurance 团体保险insurance policy 保险单accident insurance 意外保险liability insurance 责任保险insurance proceeds 保险收益buy-out agreement (股权）承买协议premium 保险费stock retirement plan 赎股计划Commercial Law商法The Uniform Commercial Code 统一商法典commerce clause 商业条款complete grant of power 完全授权commerce power 商务权力Modern Commerce Power Tests 现代商务权力检验标准Modern Delegation of Power Doctrine 现代授权原则rulemaking 规章制定due process 正当程序。

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.。

1.International commerce law:国际商法,是指调整国际商事主体和国际商事行为的俄各种法律规范的总称.它强调的是各国商人之间从事跨国境的商业活动,尤其是跨国间贸易和投资活动方面的法律规范.mon law :普通法, 在不同时期的判例的基础上发展起来、具备司法连贯性特征并在一定的司法共同体内普遍适用的各种原则、规则的总称3.Equity :衡平法, 是英国自14世纪末开始与普通法平行发展的、适用于民事案件的一种法律4.大陆法系；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总称5.英美法系：是指英国中世纪以来的法律,是以普通法为基础的,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.实体法是指规定具体权利义务内容或者法律保护的具体情况的法律，如民法、合同法、婚姻法、公司法等等。

程序法是规定以保证权利和职权得以实现或行使，义务和责任得以履行的有关程序为主要内容的法律，如行政诉讼法、行政程序法、民事诉讼法、刑事诉讼法、立法程序法等等。

国际贸易法：国际之间的贸易关系以及与贸易有关的其他各种关系的法律规则。

（商事交易）国际商法：调整国际商事组织（公司、投资）与商事交易（买卖）的各种法规的总称。

强调各国商人（企业）之间从事商业活动，尤其是贸易和投资活动方面的法律规范。

英美法系：中世纪以来英国的法律以及受其影响或仿其模式制定的美国及其他国家法律的总称。

以普通法为基础的一中法律指读。

大陆法系：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。

独资企业（个人企业）：由一个出资者单独出资，并以自己的财产、对企业债务承担无限责任的经营实体。

特点：企业非法人，无独立财产合伙企业：由两个或者两个以上的合伙人通过订立协议，约定共同出自、合伙经营、共享收益、共担风险，并对合伙企业债务承担无限连带责任的盈利性组织。

特点：企业非法人，无限责任。

合作企业：由法定人数以上的社员出资组成的，在互助的基础上，以共同经营的方式谋求社员经济利益或提供生产和生活服务的社团法人。