Part one

3. Part one Nature and Classes Of Contracts Chapter one :Nature of contracts Definition of contract Section one :Classes of Contracts Formal and Informal Contract Express and Implied contracts Valid, void and Voidable contract Bilateral and unilateral contact

4. SectionTwo :Formation of contracts Offer +Acceptance Definition the offer Requirement of an Offer agreement Termination of the offer Sub- section II : DefinitionAcceptance Kinds ofAcceptance Conditions of acceptance Contract Formation on the Internet Sub- Section :legal capacity Sub-Section:Intention to create Legal Relations Sub- Section IIII :Consideration Sub- section Five :Formalities Section Three :The doctrine of Frustration of Contract

5. Chapter Two The terms of the contract one : Classification Section Contract Section II :Types ofTerms Section III : Discharge of contracts and remedies for breach Chapter Three :Discharge of contractual liability section one : Discharge by Performance of the contract Section II :Modification Section III :Breach of contract and Remedies Sub –Section one :Remedies for the breach of contract of terms of

7. Chapter one Classification of Agents Section One Creating the Agency Section Two Limitations onAgent'sAuthority Section Three : Termination of Agency

9. Definition the Merchant Characteristics of a Merchant Merchant obligation

11. Chapter one Definition of “Contract of Sale of Goods Section one : Classification of goods Section Two :Difference between contracts of sale and other related transactions Section Three: The sale of goods acts rules on the passing of ownership Chapter Two : Formation of sales contracts Section One : Risk of loss Section Two :Duties of the buyer and the seller Section Three :Remedies of the buyer and seller

13.  Definition of the company  The importance of companies.  The types of companies.  The importance of distinction between civil companies and commercial ones.  Forms of commercial companies :-  1- Companies of persons  2-Capital companies. The general elements contract The specific elements of the company contract: The formal elements of a company contract of the company

15. Meaning of negotiability Types instruments payment) 1- cheque 2- Bills of Exchange (B/E) of negotiable (means of

16. Law may be defined as a group of rules, general and abstract, which govern the behavior relationships of the individuals in the society and which are imposed by sanctions enforced competent public authorities. and the by the

17. The Aims of law They are all concerned with making society more stable and enabling people to flourish. One way of doing this is to set up an official framework of compulsion. 1- The law forbids certain ways of behaving, like murder, libel and requires other, like paying income tax. 2- A second aim is to provide facilities for people to make their own arrangements. 3- Law provide guarantees to people who buy and sell goods, and companies, and so on that the state, will if necessary enforce these arrangements.

18. Classification of law. Public law is that part of law which governs the relations of citizens with the state, and of one state with another. Thus, public law includes: public International Law, Constitutional law, Administrative law, Criminal law,and Financial law. Private law: Private law is that part of law which governs the relations of citizens among themselves. It includes the civil law in its widest sense Commercial law, labor procedure and the Private International law. law, law of civil

19. commercial law as being a branch of private law that governs a certain commercial acts and a certain group of persons: merchants Commercial law is a group of legal rules which regulate the acts of commerce as well as merchants. It is to be observed that the acts of commerce are divided into two groups: The first group comprises the transaction which is considered acts of commerce even if they are carried out as a single and isolated transaction such as buying or hiring movables to resell them or to rent them in order to gain profit. category of acts:

20. The second group comprises those transactions which must be carried out as a steady profession, through enterprise, such industry, supply of goods or services, brokerage, commercial establishments of sales at auction, carriage by land and internal waters, and all banking operation. and an enterprise continuous economic as of agency,

21.  characteristics of commercial law Rapidity: Commercial life, for its part, is governed by differ considerations and objectives. Its main aim is in fact to realize profit which has a downside: speculation through circulation of wealth.  In fact, the merchant incessantly,during his professional life.  He does not buy for consumption purposes but rather to resell, and he sells in order to buy again. Hence, merchants undergo rapid, successive and intertwined operations that have no equal in civil life. Rapidity is therefore commercial life concludes contracts, one of the pillars of

22. credit became the second pillar of commercial life, for it allows the merchant to realize his objectives and even multiply his commercial activity without having to satisfy. Engagements immediately. In fact, credit means granting the time to pay up. Credit is importer commercial life, to an extent that the legislator supported it through rules in commercial law among which bankruptcy and the presumption of solidarity between those having commercial debts when there is more than one, with no need for an explicit agreement profit vision of law. series of

23. The sources of commercial law Article 2 of the new code of commerce stipulates that ” I- are applied to commercial matters the rules of agreement between contractors. In the absence of agreement, are applied the provisions of this law or those of any other law concerned with commercial matters,then the rules of custom and usage of trade. In the absence of commercial customs and usages, are applied the provisions of civil law. According to this text, the rules of commercial law have sources: agreement, legislation, commercial custom and us trade and civil law.

24. Agreement between contractors is the first source the judge refers to in resolving conflicts between them. Consequently, if contractors opposes order it is absolutely null and any interested party may use that since, case, serves to protect public interest, and the judge should apply it of his own initiative. 2 - Legislation: Legislation is the second source of commercial law after the agreement of contractors. The main text in commercial matters is the new code of commerce number 17 of 1999. the agreement between nullity, in this

25. 3 - Commercial custom and usages of trade Commercial custom, as a source of commercial law, comes in third position after the agreement between contractors and the texts of commercial code and other laws related to commercial matters. This is stated explicitly in Article 3 of the code: "are applied to commercial matters the provisions of agreement between contractors. In the absence of agreement, are applied the texts of this law or those of any other law relative to commercial matters, then the rules of commercial custom ...".

26. Part one Nature and Classes of Contracts Definition of contract A contract is a legally binding agreement. a contract to be created, one of the parties must make an offer to the other party must accept this offer. Furthermore the which the offer and the acceptance were made must indicate that the parties intended to enter a legal relationship circumstance in

27. A contracts from gifts, is that the two contracting parties must both give some benefit (known as consideration) to the other; there are then four requirements of a contract. There must be an offer, an acceptance of that offer, an intention to create legal relations and consideration given by both parties. final requirement, which distinguishes

28. offer and acceptance consideration In the common system law there five key requirements to create a contract. an intention to create legal relations legal capacity . formalities

30. Formal and Informal Contract A formal contract is a written contract prepared with certain formalities. A check is one example of a formal contract because it must use a particular form or style of language. In early common – law times, a formal contract was one that was under seal, that is, closed with and imprinted with wax and imprinted with one's insignia or special mark An informal contract particular formalities. The parties are free to use any style of language they wish Informal contracts may be oral or implied; they do not have to be written unless required by statue (e.g.contract of sale movables. : does not require any

31. Express and Implied contracts an express contract : is one in which the agreement is specifically stated. An example of an express contract is an insurance policy, in which all the terms of the contract are written as part of the policy. Express contracts may be either oral or written. Implied contract is a contract in which the parties form a contract from their actions rather than from a specific oral or written agreement (e.g. when you take a product from Metro shelves and pay for it or ride a public bus).

32.  Valid, void and Voidable contract A Valid contract is one that contains all the essential elements of a contract: consideration, competent parties, and subject matter. It is legally binding on all parties to the agreement ) or A valid is an agreement that is binding and enforceable.  A void contract :  usually is an agreement that lack one of the essential elements of a contract or that has a subject matter which, unknown to the parties, does not exist at the time the agreement is made, thus making performance impossible. (E.g.contract of sale of drugs,gambling) . Voidable contract : is an agreement that is otherwise enforceable , but because execution or the lack of capacity of the parties ,it may be rejected at the option of one of the parties (offer and acceptance, binding circumstance and its of the

33.  Bilateral and unilateral contact A -Bilateral Contract promise and asks a promise in return and if the offeree accepts the offer by making promise .  for examples, when the house painter offers paint the owner’s house for $3.700 and the owner promises to pay $3.700 exchange of promises, and the agreement gives rise to a Bilateral Contract . (b) Unilateral Contract. In contrast with a bilateral contract, the offeror may offer to do something only when something is done by the offeree. Because only one party is obligated to perform after the contract has been made, this kind of contract is called a unilateral contract. The offeror wants the property and promises to pay anyone property , if the offeror extends a to for the job, there is an who returns the

34. CONTRACT  Parties Alarm System, herein called "System," of 276 West Street,Phoenix,Arizona,and A.I.Armstrong herein "Homeowner," 737 InwQod Drive,Phoenix.Arizona______________. Installation  System agrees to install a burglar alarm system at the above address Installation of the homeowner, in accordance with the specifications that are attached hereto. payment Homeowner agrees to pay System for the above installation the sum of $4,863.00 , $663.00 being paid upon execution of this contract and the balance of upon 90 days following satisfactory completion of the work by System. This contract is executed between the Lookout Jackson called of" $4,200.0(3 being paid within

36. Case Summary Facts:  PIC Realty leased farmland to Southfield Farms. After Southfield harvested its crop, it cultivated the land in preparation for the planting of the following year . However,its lease expired,so it did not plant that crop.It then sued PIC for reimbursement for the reasonable value of the services and materials used in preparing the land,as this was a benefit to PIC.There was evidence that it was customary for landlords to compensate tenants for such work. Decision: Southfield was entitled to recover the reasonable value of tine conferred upon PIC.This was necessary in order to prevent the unjust enrichment-of PIC.

37. Formation of contracts Offer Definition the offer A person who makes an offer is known as an offeror. A person to whom an offer is made is known as an offeree. made when offereor proposes a set of terms to an oferee, with the intention that if the proposed terms are accepted they will create a binding contract between the two parties , By accepting the terms proposed the terms , the offeree would also agree to become is a legally binding contract a binding between the two parties . An offer is

38. Requirement of an Offer agreement 1- To make an offer, the offeror must appear to intend to create a binding obligation whether this intent exists is determined by objective standards . 2- Offer must be seriously intended. If the offeror does not intend to bind him by obligations there is not offer. We said before social agreements are not contracts Offer must be definite not vague and contain the basic of the contract. (E.g. in the contract of sale specific price). 3- An offer may be considered definite although an important detail is missing as long as the parties intended to make a contract.

39. For example when a plumber is called to fix a broken pipe although the parties did not discuss the costs. The reasonable fee for repairs (Art 95 cc). 4- Must be communicated to the other party, orally, by phone or by mail if the letter was lost in the mail there is no offer. Something is not considered offers e.g. advertisement newspaper magazines, TV or radio most courts considered these advertisements negotiations or invitation to make an offer. court will decide whether placed in preliminary

40. Invitation to Treat It is important to make a distinction between an offer and an invitation to treat.An invitation to treat is not an offer;it is only an invitation to make an offer. An offer should not be made by a person who is not fully prepared to take the legal consequences of its being accepted. For example,I should not offer to sell you my car for £100 unless I am fully prepared to go through with the deal Because if you accept my offer, I will either have to go through with the contract which will have been created or take the legal consequences

41. Advertisements can amount either to offers or to invitations to treat. If an advertisement is an offer then a person who accepts the offer makes a contract with advertised. If an advertisement is only an invitation to treat then it cannot be accepted in such a way that a contract is thereby formed. In the following two cases the court had to decide whether or not an advertisement was merely an invitation to treat or whether it was in fact an offer. the person who

42. Partridge v Crittenden [19683 The defendant had advertised bramblefinches in a magazine at £1.25 each. A customer sent the defendant £1.25 and a bramblefinch was sent to him. The defendant was charged with offering for sale a wild live bird, contrary to the Protection of Birds Act 1 964. Held The defendant was not guilty because his advertisement was an invitation to treat,not an offer. As the advertisement was not an offer,the defendant had not 'offered for sale' a wild bird. (The defendant had committed a different crime, selling a wild bird. However,he had not been charged with this offence.)

43. At first sight it seems as if the defendant in Partridge v Crittenden did make an offer. However, the court reasoned that this could not be the case, If the advertisement had been an offer, then the defendant would have had to supply a bird to everyone who wrote in accepting the offer. The defendant had only a limited supply of birds and so could not have intended that any number of customers would be supplied with one. Therefore, his advertisement was an invitation to treat not an offer. Although the majority amount to no more than invitations to treat, some advertisements do amount to offers. The following case shows that if all advertisements were only invitations to treat then this would lead to unfairness. of advertisements will

44. Carlill v The Carbolic Smoke Ball Co [1893] (Court of Appeal) The defendants manufactured They claimed that the use of these smoke balls cured many illnesses and made it impossible to catch flu,A large advertising campaign stated that if anyone used a smoke ball correctly, but still caught flu, they would be paid £100 reward. One advertisement stated that the defendants had deposited £1,000 in a Regent Street bank to show that they meant what they said. The claimant, Mrs Carlill, was persuaded by this advertisement to buy a smoke ball. Despite using the smoke ball properly, she still caught flu. When Mrs Carlill claimed the £100 reward the defendants refused to pay, arguing that their advertisement was not an offer. smoke balls.

45. Held The advertisement was an offer of a unilateral contract (see below). The claimant had accepted this offer by using the smoke ball in the correct way and catching flu. She was therefore entitled to the £100 reward. Comment If the advertisement had been held not to have been an offer, this would unfairly have allowed the Smoke Ball Company to break its promise. In reaching their decisions the court considered what the reasonable person would have made of the advertisement.

46. Goods in shops Customers who buy goods in shops make contracts to buy those goods. In the following case the court had to analyse exactly when the offer and acceptance were made when goods were purchased in a self-service shop.

47. Pharmaceutical Society (GB) v Boots [1953] (Court of Appeal) The Pharmacy and Poisons Act 1933 made it a criminal offence to sell listed drugs without a pharmacist being present. The defendants displayed listed drugs on a supermarket shelf in an area of their supermarket where no pharmacist was present. However, a pharmacist was present near the till. It therefore had to be decided where the drugs were sold, that is to say where the contract to sell the drugs was made. If the contract was made in the area of the supermarket where the drugs were displayed then the defendants would have been guilty of the offence. But if the contract was made at the till then the defendants would not have been guilty.

48. Termination of offers Lapse of time If the offer contains a fixed time, the offer ends at that time otherwise. It ends by the lapse of the reasonable time limit which may result from the circumstances or from the nature of the transaction (Art 93 C C) Any way if the offer is made face to face in a meting without a time or by phone, offer must be accepted forthwith. If the meeting is ended without acceptance offer is terminated

49. Rejection or refusal Offer ends by the refusal of the offeree. The offeree can not decide to accept the offer later. The intention to reject the offer must be contoured carefully. If the offeree asks for a time to think it over or if rejection does not communicated to offeror, offeree can accept the offer later. An offer who has rejected an offer cannot subsequently accept it .Rejection may be express or implied.

50. Counter – offer Acceptance that goes beyond the offer or accompanied by a restriction or a modification is deemed to be a rejection comprising a new offer (art 96). Counter offer means a new offer made by the offeree changing the terms of the original offer. For example when Ahmed makes an offer to sell his car by (LE 10000 while Magdi the offeree offers only LE 8000 for the car. In such case original offer of Ahmed is ended and a new offer is made acceptance ofAhmed the original offeror. Magdi which need