国际商法复习重点整理.docx

1、国际商法复习重点整理国际商法复习重点整理 考试题型：选择题 10*2=20 判断题 10*1=10 名词解释 5*5=25 简答题 3*6=18 案例分析 6*2=12论述 151. Legal system （两种法律体系的区别和特点）Civil law system: 1) statutory law, based on a comprehensive code 2) France, Germany, Switzerland etc 3) emphasize the importance of written law 4) case has no legal validityCommon

2、law system: 1) derived from custom, usage and court decision or court-established law2) England, USA, Canada etc3) evolves through case precedent, binding the later2Incoterms 2000 (the International Rules for the Interpretation of Trade Terms revised in 2000 by International Chamber of Commerce)UCP6

3、00 (the Uniform Customs and Practice for Commercial Documentary Credits revised in 2007 by International Chamber of Commerce)（了结）3. Legal Characteristics of corporation:（1）Ownership of Property（2）Independent legal personality/status（3）Centralized management（4）Limited Liability: shareholders share li

4、mited liability to the extent of capital contribution4. Classification of Corporation (比较和区别这两种公司)(1)Corporation with Limited Liabilitya. the number of shareholders confined by law and regulationb. stocks not issued and could not be freely transferred(Transfer of stocks be strictly restricted. Under

5、 the same condition, other shareholders ownc. priority in buying this stock. Thus, the relationship between shareholders is much stable) shareholders assume limited liability to corporationd. evident characteristic of personal closure(2)Corporation Limited by Sharesa. the number of shareholders not

6、limited, usually multitudinousb. the total capital divided into equal stockc. stock be publicly issued and could be freely transferred according lawd. the right of ownership and that of operation be separatee. the scale is much bigger than that of corporation with limited liability5. （比较子公司和分公司区别）Su

7、bsidiary: (1) legal person;(2) independently assume civil responsibility, although be controlled somewhat by parent corporation.Branch: (1) with no legal person status;(2) its civil responsibility be assumed by the home corporation(最主要的区别：子公司是独立的法人，分公司不是独立法人)6Merger：（）比较吸收合并和新设合并的区别（1）merger by amal

8、gamation（吸收合并）When a corporation has another corporation amalgamated with it, it is merger by amalgamation, and the amalgamated corporation shall be dissolved（2）merger by new establishment（新设合并）When two or more corporations merge to establish a new corporation, it is merger for new establishment, an

9、d all parties being merged shall be dissolved（when corporations merge, the claims and debts of all the parties to the merger shall be succeeded to by the corporation that continues to exist after the merger or by the newly established corporation.）7Applicability of CISG（1）The contract is for the com

10、mercial sale of goods;（2）It is between parties whose places of business are in different States (nationality or citizenship of individuals is not a determining factor);8Reservation（中国对CISG做的两项保留）a. the reservation towards the applicable scope of CISG:China agrees that CISG shall be limitedly applied

11、 to a contract of sale entered into by and between the parties whose business premises are located in the contracting States of CISG, dont agree to expand the applicable scope of CISG in accordance with the conflict rules;b. the reservation towards the form of a contract.9. Structure and Scope of PI

12、CCEach article is accompanied by (1)comments and where appropriate by (2)factual illustrations intended to explain the reasons for the black letter rule and the different ways in which it may operate in practice.10Contractual Capacity（1）Common Lawthere are three classes of persons who are not consid

13、ered to have sufficient capacity to be bound by the contract:a. Minors (typically under 18)b. Mentally Impaired or Incompetent Personsc. Drunk Persons(2) ChinaThere are three classes of capacity:a. Full capacity (age 18 or above, adult)b. Limited capacity (a minor aged 10 or above; a mentally ill pe

14、rson who is unable to fully account for his own conduct)c. No capacity (a minor under the age 10; a mentally ill person who is unable to account for his own conduct)(判断：minor 都是限制行为人。 错)11. OfferAn Offer is a statement by one party to another indicating an intention to enter into a contract on speci

15、fied terms.China Contract Law define that an offer is an intent indication showing the desire to enter into a contract with others12. Withdrawal and Revocation of Offer（区分撤消和撤回）Before an offer becomes effective, the offeror can withdraw the offer; After an offer becomes effective, the offeror can revoke the offer.13CISG和我国合同法的对比（不可撤消情形）CISGa. if it indicates, whether by stating a fixed time for acceptance or otherwise that it is irrevocable; orb. if it was reasonable for the offeree to rely on the offer as being irrevocable and the