Beruflich Dokumente
Kultur Dokumente
Generally
• Commercial obligations:
• relations based on contracts entered into between
entrepreneurs in connection with their business activities
1
COMMERCIAL OBLIGATIONS
2
COMMERCIAL OBLIGATIONS
Commercial Contracts
• Definition
• Contract, in general, is a bilateral or multilateral legal act
aimed at creation of a relationship between (among) the
parties consisting of mutual rights and obligations
• Process of entering into contracts
• Subject mainly to the Civil Code. Typical contracting
process consists of two steps (unilateral legal acts):
• the offering party submits an offer, and
• the other party accepts the offer
3
COMMERCIAL OBLIGATIONS
4
COMMERCIAL OBLIGATIONS
5
COMMERCIAL OBLIGATIONS
• Acceptance:
• must clearly state that the offer is accepted without
reservations
• must be delivered to the offering party
• must be delivered to the offering party within the deadline
stipulated for the acceptance
• the delayed acceptance has a legal effect only if the offering
party agrees with the delay and informs the accepting party
thereof
• Both offer and acceptance must be in writing only if
required for the respective type of contract by law or
agreed
6
COMMERCIAL OBLIGATIONS
7
COMMERCIAL OBLIGATIONS
8
COMMERCIAL OBLIGATIONS
9
COMMERCIAL OBLIGATIONS
10
COMMERCIAL OBLIGATIONS
• Form of contract
• Principle of “informality” of commercial contracts -
contracts must be made in writing only if it is specifically
required for the pertinent type of contract
11
COMMERCIAL OBLIGATIONS
• Content of contract
• Commercial contract must fulfill general requirements of
the Civil Code
• The contract must be made in free will and in earnest, it
must be expressed in understandable and definite way
• The content and subject matter of the contract must not
contradict or circumvent the law and good morals
• The performance required by the contract must not be
impossible
• Contracts made in contradiction with these requirements are
as a rule null and void
12
COMMERCIAL OBLIGATIONS
13
COMMERCIAL OBLIGATIONS
14
COMMERCIAL OBLIGATIONS
15
COMMERCIAL OBLIGATIONS
• Termination by agreement
• The parties may agree:
• on termination of rights and obligations arising from a
contract
• on cancellation of the existing relationship and substituting
such relationship by a new one in full or in part
• on waiver of a claim; agreement must be in writing
• Agreement under which a person waives rights that may
arise in the future is null and void
16
COMMERCIAL OBLIGATIONS
17
COMMERCIAL OBLIGATIONS
18
COMMERCIAL OBLIGATIONS
• Withdrawal
• Either party may withdraw from contract under conditions
agreed in the contract or set forth by law
• The Commercial Code permits withdrawal from contract in
case of a breach of contract:
• if the breach of contract constitutes a fundamental breach the
aggrieved party may withdraw from contract with immediate
effect
• it must only notify the breaching party of the withdrawal
without undue delay once it has learned of the breach
19
COMMERCIAL OBLIGATIONS
20
COMMERCIAL OBLIGATIONS
• Set off
• In case creditor and debtor have mutual claims (receivables)
of the same type either party may set off its claim against the
claim of the other party
21
COMMERCIAL OBLIGATIONS
22
COMMERCIAL OBLIGATIONS
23
COMMERCIAL OBLIGATIONS
Security obligations
24
COMMERCIAL OBLIGATIONS
• Suretyship
• Definition – whoever declares to creditor to satisfy him if
debtor fails to perform, becomes surety for debtor
• Suretyship is personal security – surety undertakes to
perform in lieu of debtor
• Suretyship improves position of creditor – another
person’s property is available to creditor
25
COMMERCIAL OBLIGATIONS
26
COMMERCIAL OBLIGATIONS
27
COMMERCIAL OBLIGATIONS
• Security interest
• Definition – secures a receivable (claim) by providing
creditor with a possibility to satisfy his claim from the
proceeds of realization of collateral
• Nature – right in rem:
• attached to a thing that serves as collateral
• security interest remains attached to a collateral even if
collateral changes hands
28
COMMERCIAL OBLIGATIONS
29