CONTRACT LAW

OVIDIU IOAN DUMITRU

CONTRACTS

FORMATION
The Principles on European Contract Law

Article 2:101: Conditions for the Conclusion of a Contract

(1) A contract is concluded if:
(a)the parties intend to be legally bound, and
(b)they reach a sufficient agreement
without any further requirement.

UNIDROIT
ARTICLE 2.1.1 (MANNER OF FORMATION)

A contract may be concluded either by the acceptance of an offer

or by conduct of the parties that is sufficient to show
agreement. 
CONTRACTS FORMATION
OFFER

and

ACCEPTANCE OF THE OFFER

 PRINCIPLES EUROPEAN CONTRACT LAW
Article 2:201: Offer

(1)A proposal amounts to an offer if:

(a)it is intended to result in a contract if the other party accepts it, and

(b)it contains sufficiently definite terms to form a contract.

(2) An offer may be made to one or more specific persons or to the public.

(3) A proposal to supply goods or services at stated prices made by a professional

supplier in a public advertisement or a catalogue, or by a display of goods, is
presumed to be an offer to sell or supply at that price until the stock of goods, or
the supplier's capacity to supply the service, is exhausted.
 PRINCIPLES EUROPEAN CONTRACT LAW

Article 2:204: Acceptance

(1)Any form of statement or conduct by the offeree is an acceptance if it indicates

assent to the offer.

(2) Silence or inactivity does not in itself amount to acceptance.

SCENARIOS

Is there a Contract?
 Case 1

So, on Monday, a store offers to buy TVs from a manufacturer. Delivery of the TVs are to be made to the store. On
Wednesday, the manufacturer accepts the offer, but tells the store you have to pick up the TVs at our plant. 
On Friday, the store says, okay, we'll pick up the TVs at the plant.
But then after this series of communications, the price of TVs drops and the store no longer wants to go through with
the contract or the agreement.
Questions:
1. Is there a contract? 
2. If there is a contract, when was the contract concluded? Monday, Wednesday, or Friday?
3. Where was the contract concluded?
 Moment and place of concluding contracts

a. the conclusion of the contract between present parties

The place of the conclusion of the contract is the place where the negotiations have been carried out and the
agreement of the parties has been reached.

b. the conclusion of the contract between absent parties.

1. contracts concluded by phone
Concerning the contracts concluded by phone, the moment of concluding the contract is the moment
when the parties speak over the phone and their agreement is reached.
Place? Two theories:

a. in Anglo-Saxon systems of law, it is the place of headquarters of the party who receives the call.
b. in continental systems of law, it is the place of headquarters of the party who makes the call.
 1. contracts concluded by mail or other electronic ways

a. the sending (forwarding) theory, that is used mainly in the Anglo-Saxon

systems of law.
According to this theory, the contract is concluded at the date when the party who
accepts the offer sends the letter of acceptance to the other party.
b. the receiving theory, that is used in more recent legislations (Romanian Civil
Code 2011)
According to this theory, the contract is concluded when the party who made the
offer receives the letter of acceptance of the other party.
c. the information theory
In accordance to this theory, the contract is concluded when the party who has
made the offer is informed by any means of the other party’s acceptance.

The place of the conclusion is the place where the offeror received the
acceptance.
What about this kind of acceptance of an offer?
 Case 2

A college offered a job to a, to a professor. She replied: ”Granting some of the following provisions would make my
decision easier”
For example, she asked whether they would consider a higher salary and she asked for no more that three new class
preparations per year, for the first three years. 
The college search committee responded by saying, we have decided to withdraw the offer of employment you.

Questions:
1. Is there a contract?
 REVOCATION AND WITHDRAW OF THE OFFER

offer, adressed to a present or absent person, can be launched freely any time till the offe
manian Civil Code

ated to the existence of a term or not.

a term, we may speak about a revocation if it get to the offer before the acceptance
“… If a party make an offer and fix a period within
which it is to be accepted or rejected by the person to
whom it is made, though the latter may at any time
The law provides that in case of an offer which has a
within the stipulated period accept the offer, still the
former may also at any time before it is accepted retract clear term for acceptance, once it got to the receiver, it
it; for to be valid, the contract must be mutual: both or may not be revocated for that indicated term, the offeror
neither of the parties must be bound by it…” having to keep it for the time he assumed in the offer.
 PRINCIPLES EUROPEAN CONTRACT LAW

Article 2:202: Revocation of an Offer

(1) An offer may be revoked if the revocation reaches the offeree before it has dispatched its
acceptance or, in cases of acceptance by conduct, before the contract has been concluded under
Article 2:205(2) or (3).

(2) An offer made to the public can be revoked by the same means as were used to make the
offer.

(3) However, a revocation of an offer is ineffective if:

(a)the offer indicates that it is irrevocable; or
(b)it states a fixed time for its acceptance; or
(c)it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has
acted in reliance on the offer.
CONTRACTS FORMATION

OBLIGATIONS

specific to

NEGOTIANIONS
CONTRACTS FORMATION

PREPATORY

ACTS