Trading Co issued an offer to Textile Company to sell 1,000 tons of imported cotton. Among other things, the offer contained the terms and conditions as follows:
(i) price of cotton – RMB 20,000 yuan/ton;
(ii) payment – 30% of total price payment in advance, remaining 70% payment at the time of delivery of the goods;
(iii) transport of goods – cost to be borne by Textile Company, delivery within seven days after the conclusion of the contract.
Upon receipt of the offer, Textile Company replied via a fax to Trading Co which stated: ‘We accept all the terms and conditions of your offer and will take delivery of the goods within seven days upon the conclusion of this contract.
Please keep the cotton in good condition and with sound package.’ Trading Co received the fax but did not respond to it.
Textile Company hired a logistics company, five days after sending the fax, to take delivery of the cotton from Trading Co but failed to take any goods from Trading Co. Trading Co insisted that it was not under a contractual obligation to sell the goods to Textile Company, as there was no contract between the two parties. Trading Co stated further that the fax sent by Textile Company added the term ‘keep the cotton in good condition and with sound package’, which should be regarded as additions to the offer and constituted a counter-offer by Textile Company, rather than an acceptance. Therefore, the two parties did not reach an agreement on the terms and conditions for the sale of the cotton.
Required:
In accordance with the Contract Law of China, analyse the scenario and discuss:
(a) whether there was a contract between Trading Co and Textile Co, and explain your reasoning;
(b) the legal nature of Textile Company’s fax to Trading Co.
Mr Lee, Mr Wang and Mr Chan drafted a sponsor agreement to set up a limited liability company with a total registered capital of RMB 600,000 yuan. Among other things, the agreement also stipulated the following terms:
(i) Mr Lee would subscribe RMB 70,000 yuan in cash and RMB 110,000 yuan in the form of computer software.
He should make the first payment of RMB 20,000 yuan in cash to the special account of the certified public accountant firm, and the remaining RMB 50,000 yuan plus the computer software would be contributed within one year upon the incorporation of the company.
(ii) Mr Wang would subscribe RMB 150,000 yuan in the form of equipment and land use right and make all the capital contributions within six months upon the incorporation of the company.
(iii) Mr Chan would subscribe RMB 270,000 yuan in cash. The first payment of RMB 90,000 yuan should be made before the incorporation, the remaining RMB 180,000 yuan should be made in the third year upon the incorporation of the company.
Required:
Answer the following questions in accordance with the Company Law of China, and give your reasons for your answers:
(a) discuss whether the initial capital contributions made by the sponsors were in conformity with relevant provisions of law;
(b) discuss the total amount of capital contributions in currency;
(c) state whether the time arrangement of making capital contributions by the three sponsors respectively was in conformity with the relevant provisions of law.
In relation to the essential legal system of China:
(a) explain the term jurisdiction;
(b) state the general jurisdiction for a contractual dispute;
(c) state the rules to be complied with when the parties agree to choose the jurisdiction for a contractual dispute;
(d) state the various courts, other than those under the general jurisdiction for a contractual dispute, which can be chosen by the parties to hear their contractual dispute.
In relation to the Contract Law of China:
(a) state the rule which applies where a third party fails to perform the obligation as agreed by the creditor and debtor;
(b) explain the meaning of force majeure;
(c) state whether a debtor can claim force majeure if breach of contract is caused by a third party failure.
Mr Lee, Mr Wang and Mr Chan drafted a sponsor agreement to set up a limited liability company with a total registered capital of RMB 600,000 yuan. Among other things, the agreement also stipulated the following terms:
(i) Mr Lee would subscribe RMB 70,000 yuan in cash and RMB 110,000 yuan in the form of computer software.
He should make the first payment of RMB 20,000 yuan in cash to the special account of the certified public accountant firm, and the remaining RMB 50,000 yuan plus the computer software would be contributed within one year upon the incorporation of the company.
(ii) Mr Wang would subscribe RMB 150,000 yuan in the form of equipment and land use right and make all the capital contributions within six months upon the incorporation of the company.
(iii) Mr Chan would subscribe RMB 270,000 yuan in cash. The first payment of RMB 90,000 yuan should be made before the incorporation, the remaining RMB 180,000 yuan should be made in the third year upon the incorporation of the company.
In relation to the essential legal system of China:
(a) explain the term jurisdiction;
(b) state the general jurisdiction for a contractual dispute;
(c) state the rules to be complied with when the parties agree to choose the jurisdiction for a contractual dispute;
(d) state the various courts, other than those under the general jurisdiction for a contractual dispute, which can be chosen by the parties to hear their contractual dispute.
In relation to the Contract Law of China:
(a) state the rule which applies where a third party fails to perform the obligation as agreed by the creditor and debtor;
(b) explain the meaning of force majeure;
(c) state whether a debtor can claim force majeure if breach of contract is caused by a third party failure.
In relation to the Contract Law of China:
(a) state the rule which applies where a third party fails to perform the obligation as agreed by the creditor and debtor;
(b) explain the meaning of force majeure;
(c) state whether a debtor can claim force majeure if breach of contract is caused by a third party failure.
In relation to the Labour Contract Law of China:
(a) state which entity shall represent the employees to conclude a collective labour contract;
(b) state the compulsory terms with respect to wages and standards of working conditions in a collective labour contract;
(c) state the condition, and date, for a collective labour contract to become effective.
下列属于民法调整的范围的有( )。
A.公民与公民之间的财产关系
B.行政机关与行政管理相对人之间的法律关系
C.法人与法人之间的财产关系
D.政府与社会之间的法律关系
甲企业得知竞争对手乙企业在M地的营销策略将会进行重大调整，于是到乙企业设在N地的分部窃取乙企业内部机密文件，随之采取相应对策，给乙企业在M地的营销造成重大损失，乙企业经过调查掌握了甲企业的侵权证据，拟向法院提起诉讼，其可以选择提起诉讼的法院有( )。
A.甲住所地法院
B.乙住所地法院
C.M地法院
D.N地法院
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