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Do the task. Answer the questions. Contract law. Active vocavulary
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Do the task.
Answer the questions.
1) What is a spin-off?
2) How do we call a company which distributes its business operations?
3) How do we call a company which is spun-off?
4) Who will receive the stock of a subsidiary company?
5) What are the types of distribution/spin-off?
6) What are the characteristics of a proportional distribution?
7) What are the characteristics of a non-pro-rata spin-off?
8) How do we call a non-pro-rata spin-off when receiving shareholders give up all of their stock in the DC?
9) What is the result of a split-up?
10) In which cases does a company management use a spin-off?
11) Section 335 of the Internal Revenue Code makes spin-offs attractive for corporations and shareholders. Why?
12) When do receiving shareholders pay tax on the gain realized?
UNIT 5
CONTRACT LAW
ACTIVE VOCAVULARY
| draft and interpret– составлять и толковать provisions of an agreement – положения договора lease agreement – договор аренды loan agreement – договор займа sales agreement – договор купли-продажи consultancy agreement – договор на оказание консалтинговых услуг hire purchase agreement – договор купли-продажи с рассрочкой hire contract – трудовой договор service contract – договор на оказание услуг binding agreement– соглашение, обязательное для исполнения parties concerned –заинтересованные стороны accept an offer– принять предложение offeror –предлагающая сторона; оферент offeree –получатель предложения; акцептант consideration – материальное вознаграждение acceptance– принятие предложения enforceable/valid contract – договор, имеющий юридическую силу promisor– лицо, дающее обещание или обязательство promisee – лицо, которому дано обещание или обязательство counter-offer – встречное предложение essential terms – существенные условия договора price and the subject matter– цена и предмет договора enforce a contact– требовать исполнения договора (по суду) vague / indefinite contract– договор без четко сформулированных условий terms of the agreement – условия договора | oral contact – устное соглашение rights and obligations – права и обязанности defences– возражения ответчика escape obligations under the contract –снять с себя обязательства по договору fraud in the inducement -введение в заблуждение относительно намерений duress – понуждение, принуждение lack of legal capacity -отсутствие дееспособности при заключении договора attack the validity of a contract -оспорить действительность договора breach a contract –нарушить договор file a lawsuit– подать иск breaching party– сторона, нарушившая договор non-breaching party = injured party – добросовестная страдавшая сторона award damages– присудить компенсацию ущерба remedies– средства судебной защиты specific performance – реальное исполнение договора enforceable rights –права по договору, защищенные законом for the benefit of a third party– в пользу третьего лица transfer the rights/duties – передать права/обязанности assignment of rights– переуступка прав delegation of duties – передача обязанностей assignor - правообладатель assignee – правоприобретатель delegate –лицо, передающее обязанности delegatee -лицо, которому передоверены обязанности |
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The basic principles of contract law in the English system arise from established custom and rules and are fundamental to all areas of law in practice. Contract law deals with drafting and interpreting the provisions of any legal agreement, such as the lease, or loan agreement, a sales agreement, a consultancy agreement, a hire purchase agreement, a hire contract, or a service contract, etc. The principles of contract law will determine whether and at what point a binding agreement has been made between the parties concerned.
Contract law deals with promises which create legal rights. In most legal systems, a contract is formed when one party makes an offer that is accepted by the other party. The party that makes an offer is called an offeror, and the party that accepts the offer is called an offeree. Some legal systems require more, for example that the parties give each other, or promise to give each other, something of value. A person’s promise is made ‘in consideration of’[3] (because of and in exchange for) the other person’s promise. Thus, in common-law systems, this promise is known as consideration. Consideration is the thing or legal right that one gives up to induce another person to part with something – the price that one pays. Hence, the equation learned by law students: offer + acceptance + consideration = contract. In those systems a one-side promise to do something (e. g. to make a gift) does not lead to the formation of an enforceable contract, as it lacks consideration.
Let us see an example. Ann asks Ben to paint her house for $ 2, 000. Ann is the offeror (the person making an offer) and Ben is the offeree (the person receiving the offer). A contract arises when the offeree (Ben) indicates agreement to, or ‘accepts’, the offer. Ann’s promise to pay money is consideration for Ben’s promise to paint her house. His promise to paint the house is consideration for her promise to pay money. Thus, usually, each contracting party is both a promisor and a promisee.
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When the contract is negotiated, the offer and the acceptance must match each other in order for the contract to be binding. This means that one party must accept exactly what the other party has offered. If the offer and acceptance do not match each other, then the law says that the second party has made a counter-offer (that is, a new offer to the first party which may be accepted or rejected). For example, Ann says to Ben, “I’ll pay you $2, 000 if you paint my house. Will you do it on Friday for that price? ” If Ben accepts the offer, it is OK. But if he says, “I’ll do it on Saturday for that price” or “I’ll do it on Friday but for $2, 500”, it is a counter-offer which is to be treated as a new offer and be accepted by Ann.
For a promise to become an enforceable or valid contract, the parties must agree on the essential terms. These include the price and the subject matter of the contract. Nevertheless, the courts will enforce a vague or indefinite contract under certain circumstances, such as when the conduct of the parties manifests sufficient certainty as to the terms of the agreement.
Contracts may be done in writing or by spoken words. If the parties make a conract by spoken words, it is called an oral contact. In some jurisdictions, certain special types of contracts must be in writing or they are not valid (e. g. the sale of land).
Contracts give both parties rights and obligations. Rights are something positive which a party wants to get from a contract (e. g. the right to payment of money). Obligations are something which a party has to do or give up to get those rights (e. g. the obligation to do work). In contractual disputes, certain defences to the formation of a contract may permit a party to escape his/her obligations under the contract. Illegality of the subject matter, fraud in the inducement, duress and lack of legal capacity to contract all enable a party to attack the validity of a contract. For example, an agreement to buy heroin for recreational use or for resale would not be a contract as the agreement has an illegal purpose.
When a party does not want to do what it is required to do under a contract, that party is said to have breached a contract. The other party may file a lawsuit against the breaching party for breach of contract. The non-breaching party (sometimes called the injured party) may try to get a court to award damages for the breach. Damages refers to the money which the court orders the breaching party to pay to the non-breaching party in compensation. Other remedies include specific performance, where a court orders the breaching party to perform the contract (that is, to do what it promised to do).
In some cases, individuals/companies who are not a party to a particular contract may nevertheless have enforceable rights under the contract. For example, contracts made for the benefit of a third party (third-party beneficiary contracts) may be enforceable by the third party. An original party to a contract may want to transfer the rights/duties under a contract to a third party. This is called an assignment of rights or delegation of duties. When a party assigns (‘gives’) its rights under the contract to another party, the assigning party is called an assignor and the party who gets the rights is called an assignee. When a party delegates the duties under the contract, it is called the delegate, and the party who gets these duties is called the delegatee.
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