Content of a Contract

Question 1

3 types of obligations?

Answer 1

• to give sth (pay purchase price, deliver goods)
• to do sth (build a house)
• to not do sth (not to engage in unfair competition)

Question 2

2 types of duties? (general principles)

Answer 2

• duty to achieve a specific result (if specific result is unachieved, then liability)
• duty of best efforts (to do reasonable best to achieve INTENDED (not guaranteed) result, otherwise liability)

Question 3

What should the quality of performance be?

Answer 3

not less than average(reasonable) if it is not previously fixed or determined in the contract

Question 4

What is the process of price determination?

Answer 4

fixed or calculation method in the contract (can also be left to be determined by a third party or one of the 2 parties, but has to be manifestly reasonable)

Question 5

What is a conditioned agreement?

Answer 5

performance/obligation of contract is conditional (future uncertain event [e.g. terminate contract if X loses trading contract]

Question 6

What is an agreement under terms?

Answer 6

performance of a contract depends on a certain term (future event [if it rains..];
- “performance is suspended until the mentioned date in the contract”
- “after a certain date, the contract is suspended”

Question 7

What should the time of the performance be?

Answer 7

• if not specified, reasonable time after conclusion of contract
• early performance CAN be refused
• partial performance can be refused

Question 8

What is Good Faith?

Answer 8

• means by which courts can impose solidarity in limitation of party autonomy
• duty to be loyal, responsible, to inform(and advice if necessarily), provide evidence, cooperate and re-negotiate
• Generally: to take other party’s interests into account
• each party is entitled to pursue own interest, so long as he avoids making misinterpretations