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单击此处编辑母版标题样式,单击此处编辑母版文本样式,第二级,第三级,第四级,第五级,*,Unit 3 Business Law,Contract and Agency,单击此处编辑母版标题样式,单击此处编辑母版文本样式,第二级,第三级,第四级,第五级,*,*,Unit Three,Business Law-,Contract and Agency,Introduction,Business law is an important part of legal system. Most legal issues confronted by businesses fail into one of business law: contract, tort, property, agency, commercial or bankruptcy law. These areas cover a wide range of business activity.,Text,Exercises,Related Technical Terms,Grammar,1,Business lawalso called commercial law, or mercantile lawis not recognized specially as a branch of,common law, but, in popular usage, is frequently an omnibus term given to titles of textbooks and academic courses on such commercial subjects as contract, agency, commercial transactions, bankruptcy, and labour,.,Text,2,A contract, in the simplest definition, is a promise enforceable by law. The promise may be to do something or to refrain from doing something. The making of a contract requires the mutual assent of two or more persons, one of them ordinarily making an offer and another accepting. If one of the parties fails to keep the promise, the other is entitled to legal resourse against him. The law of contracts considers such questions as whether a contract exists, what the meaning of it is, whether a contract has been broken, and what compensation the injured party is entitled to have.,Text,3,Contract law seeks parties to protect an agreement not only by requiring formalities, but in many other ways as well. Thus rules respecting,deceit, fraud, and undue influence,are designed to ensure that contractual obligations are assumed freely and without one party misleading the other. Other rules regulate the modification of ongoing contractual relations with a view to preventing a party with considerable bargaining power with unfairly imposing changes in the contract. The law allows also contractual relation to be adjusted when they have been thrown out of balance by unforeseen circumstances. The task of adjustment can become more intractable when the error is chargeable to only one party. The solutions reached for such situations are complex and defy general statement.,Text,4 The law of agency governs the legal relationship in which one person (the agent) deals with another (third party) on behalf of still another (the principal). Thus, the process of concluding a contract through an agent involves a twofold relationship. On the one hand, the law of agency is concerned with the external business relations of an economic unit and with the powers of the various representatives to affect the legal position of the principal. On the other hand, it rules the internal relationship between principal and agent as well, thereby imposing certain duties on the representative. As a result, an agents effective powers in dealing with outsiders may extend to transactions that he is under a duty to his principal not to undertake, leading to a situation characterized as “apparent authority. Agency is recognized,Text,as an indispensable part of existing social order. It assists in organizing the division of labour in the national and international economy by making it possible for a principal greatly to extend his individual sphere of activity by having one or more persons act for him. With respect to the party, at least, the authority of the agent is no less real than it would be if it were in conformity with the will of the principal. The distinction between apparent and real authority lies rather in the justification of the agents acts in relation to the principal. In contrast to the apparent authority, real authority is more than mere power of an agent, for along with the agents legal power “looking out stands his privilege “looking in to the lawfulness of his conduct.,Text,5,With regard to the rights and duties between principal and agent, the principal must provide the agent with a regular opportunity for service under the contract of employment and has a positive duty to aid and not inhibit, the agents performance of such a service. He must compensate the agent for his services, provided they are not gratuitously rendered (the agents,right of remuneration,), and must account for those amounts due to the agent, including indemnification for economic loss suffered by the agent on account of the agency relationship (,right of indemnity,) and right of lien). The principal also has the more abstract duty to conduct himself so as not to harm the agents reputation.,Text,6,The primary duties of the agent to the principal are those of care, obedience, and loyalty. If an agent has received money or other property from or for his principal, he must account for it. An agent also may not normally delegate his task to a subagent, since the principal is assumed to have placed his confidence in the person of the agent and not in a subagent. Finally, the agent also has the abstract duty of conducting himself so,as not to bring disrepute upon the principal.,Text,7,The liability of a principal for his agents,tort,s in the ordinary course of his employment depends upon the existence of a master-servant relationship. If the principal and agent stand in a master-servant relationship to each other, the master is vicariously liable for his servants tortuous conduct committed within the course of his employment irrespective of any personal fault on his own part. This doctrine of respondent superior arose from the belief that since the head of the household or economic enterprise exercises control, he should pay for the harm caused by its members. The other major limitation to the doctrine is that the servants tortuous conduct must be committed within the servants course of employment.,Text,8,If no master-servant relationship exists between the parties, the principals liability for the torts of his agent is far more restricted. For example, a principal is not liable of the harm caused by the negligent physical conduct of his nonservant agent. He is liable, however, for any other torts of his agent that either are authorized or the commission of which normally are made possible by the agents position.,Text,9,With the termination of actual authority, questions often arise as to whether the authority was usual, was special or general, arose out of necessity or was apparent. In theory, the principal may revoke the real authority of his agent or the agent may terminate his authority by renunciation or revocation at any time. The agency relation can also terminate by operation of law in case of death, insanity, bankruptcy, or war, particularly where the principal is concerned. The question then arises as to whether the unknowing agent is protected by the law, since he might be personally liable on the contract. A major exception to the,Text,principals power of revocation occurs when the agent possesses “authority coupled with an interest. Here the agent who has part ownership in something that is to be disposed of has power also to dispose of his principals remaining interest in this thing. Such a power for the purpose of effectuating any security or of protecting or securing any interest of the agent cannot be revoked without the agents consent.,Text,1. common law,Notes,普通法，亦称“习惯法，指英美等国的判例法,Court decisions follow precedents, or the decisions of earlier cases. Following precedents lends stability to the law by basing judicial decisions on cases anchored in similar facts. This principle is the keystone of common law: the body of decisions handed down by courts ruling on individual cases. Common law was the part of the law of England and most of English-speaking countries that was originally unwritten and based on the common customs of the country.,2. deceit, fraud and undue influence,Notes,诈欺、错误及不正当影响指订立契约时，当事人一方对另一方通过利用其优越的地位或特殊关系等威胁手段使对方订立于自己有利的契约。,3. agent,Notes,代理,individual or organization acting for, and in the name of , another party.,4. principal,Notes,委托人,individual or organization authorizing an agent to act on its behalf.,5. apparent authority,Notes,外表性权利,6. right of remuneration,Notes,酬劳权,the right to be paid an equivalent to for a service, loss, or expense.,7. right of indemnity,Notes,赔偿权,the right to secure against loss or damage.,8. tort,Notes,侵权,civil injury to people, property, or reputation, for which compensation must be paid.,I. Answer the following questions according to the text.,1. What do you know about common law?,2. What does business law refer to?,3. Under what circumstances may a contract be adjusted?,4. By what do we say that agency is an indispensable part of existing social order?,5. What are the primary duties of the principal and the agent respectively?,Exercises,II. Word Study.,Match the words in the left column with the explanations in the right column.,Exercises,1. impenetrable a. having no attachments or ties; free to do as one pleases,2. footloose,b. impossible to penetrate or enter,3. entrant c. to make a choice or decision,4. allegedly d. supposedly,5. opt e. a corporation made up of a number of different,companies,that operate in diversified fields,6. conglomerate f. the front part,7. synergy,g. one that enters, esp. one that enters a competition,8. fore h. additional energy that is produced by two people,combining their ideas,1.,b,2.,a,3.,g,4.,d,5.,c,6.,e,7.,h,8.,f,Exercises,2. Fill in the blanks.,Most people want to work in a place where they feel valued.,Thats _.,2. I passed my driving test, _the extra help my Dad gave me.,3. The start of a new year is a good time to _ many,achievements of the past one.,4. He _with Jane since college and was eager to,see her again.,5. What _Toms mind I cant imagine, but he did,manage to smile and leave without any complaint.,6. Mr. Pommeroy,had a dog that _ him _,everywhere, even into the kitchen at four oclock every morning.,7. By _the bright side of things and always presenting ourselves in a positive light, we might well be able to do our work much better than we could ever imagine.,8. I _in the middle of the night and could hear two people talking outside my window.,9. Unless governments _, the Earths atmosphere will continue to heat up.,10. I dont know why youre so concerned-_, it,isnt your problem.,Exercises,the bottom line 2. thanks to,3. reflect on 4. had lost touch,5. went through 6. followed around,7. looking on 8. woke up,9. take action,10. after all,Key,Exercises,3. Choose right answers to fill in the blanks.,Exercises,Public relations are management function that creates, develops, and carries out policies and programs to influence public opinion or public reaction about an idea, a product, or an organization. The field of public relations has become an important part of the,1, social, and political,2,of life in many nations. That field includes advertising, publicity,3,activities, and,4,contact. Public relations also,5,in business with marketing and merchandising to create the climate in which all selling functions occur.,In the U.S., the tremendous growth of industry from the end of the American Civil War to the early 20th century took place with little regard for public welfare. When a group of reformers and activists known as muckrakers waged a campaign to expose the excesses of big business, some industrialists realized the need to improve their public image. From this impetus, the profession of public relations slowly evolved as a major,6,in business, politics, entertainment, and society in,7,. One of the first effective public relations,8,was Ivy L. Lee, who worked for the American,9,John D. Rockefeller. The pioneer work of Edward L. Bemays linked public relations to research, psychology, and the,10,.,Exercises,Exercises,1.economic 2.pattern 3.promotional,4.press,5.coexist 6.force 7.general 8.practitioners,9.industrialist 10.social sciences,Key,. Translate the following sentences into English with the words or phrases given in the brackets.,1.,国际贸易逐步扩大，其速度通常比世界产出规模扩大的速度更快。,(expand),2.,企业也可以以合伙形式运作。,(operate as),3.,伦敦和纽约是主要的金融中心。,(financial),4.,商业电视是有效的广告宣传工具。,(medium),5.,计算机和电讯方面的科技进步将减少许多人对旅行的欲望,.(reduce),Exercises,1.International trade has gradually expanded, usually at a faster pace than the expansion of world output.,2.A business can be operated as a partnership.,3. London and New York are major financial centers.,4.Commercial television is an effective medium for advertising.,5.Technological advances in computer and telecommunication will reduce the desire for many people to travel.,Exercises,Key,V. Translate the following sentences in the text into Chinese.,1. If one of the parties fails to keep the promise, the other is entitled to legal resourse against him.,2. As a result, an agents effective powers in dealing with outsiders may extend to transactions that he is under a duty to his principal not to undertake, leading to a situation characterized as “apparent authority.,3. He must compensate the agent for his services, provided they are not gratuitously rendered (the agents right of remuneration), and must account for those amounts due to the agent, including indemnification for economic loss suffered by the agent on account of the agency relationship (right of indemnity) and right of lien.,Exercises,Exercises,4. An agent also may not normally delegate his task to a subagent, since the principal is assumed to have placed his confidence in the person of the agent and not in a subagent.,5. In theory, the principal may revoke the real authority of his agent or the agent may terminate his authority by renunciation or revocation at any time.,Key,如果一方当事人没能遵守契约，另一方就有资格或权力,采取法律手段。,因此，当同外部人进行交易时，代理人的权限扩大到包,括替委托人承担义务，由此产生了“外表性权利这一具,有代表性的情况。,3.假定这种代理效劳不是无偿的，那么委托人就应对代理,人所遭受的经济损失进行赔偿。,4.因为委托人信任的是代理人而非副代理人，一个代理人,也可能不会按常理把他的工作授权给一个副代理人。,5.从理论上讲，委托人可以取消代理人的实权，而代理人,也可以随时采取放弃权利或解除关系的方式中止权利。,Exercises,VI. Write a summary of the text in about 120,words.,Exercises,VII. Write a one-paragraph composition entitled “Non-conformity of the Goods to the Contract according to the Continental Law. Complete the paragraph with five to seven sentences, using the words or phrases given below.,Exercises,VIII. Discuss with your partner the role that advertising plays in our lives.,Exercises,1.,agency,the work of an agent: the business run by an agent,代理，代理行,2.,bankruptcy,the state of being bankrupt. The bankruptcy laws aim at: relieving the honest debtor from a hopeless position where he may never be able to settle his debts; forcing the dishonest debtor to meet the just claims of his creditors; and dividing the debtors property fairly among the creditors.,破产，倒闭,Related Technical Terms,3.principal,a person who authorizes another person to be his agent or broker. The person for whom an agent or broker acts.,律，商 委托人，被代理人 ，代理关系上的本人委托另一个人作为他的代理人或经纪人的人。代理人或经纪人所代表的人。,4.limitation,(1)the placing of a limit to the amount payable by a contractor for loss or damage 赔偿限额，额度,(2)certain periods allowed by law for action to be taken in the civil courts to enforce a legal right 时效、时限,Related Technical Terms,方式状语从句通常由,as (like), as if/though, how (ever), so that, in such a way/manner, that,以及,the way that,等引导。,例如：,We must do as the party tells us.,我们必须按照党的号召来做。,He acted as if /,though nothing had happened.,他的表现就像什么也没有发生过一样。,Grammar,Adverbial Clause of Manner,The man is talking as if he was drunk.,这人说话就像喝醉了酒。,He wants to spend his money how (ever) he pleases.,他快乐怎样花钱就怎样花他的钱。,They strove to escape in what manner they might.,他们千方百计要逃跑。,Grammar,Adverbial Clause of Manner,1.,Complete the following sentences.,Model:,When in Rome, _.(,入乡随俗,).,When in Rome, do as the Romans do.,1. He speaks English _(,像他父亲那样,).,2. There are good and bad women_,(,正如男人有好的和坏的一样,).,3. _(,像你这样学习,),，,you wont,make much progress.,4. _(,有生,), so there must be death.,5. I should thank you_(,而不是你谢我,).,Grammar Exercises,1. as his father does,2. just as there are good and bad men,3. the way you are studying now,4. Just as there is life,5. rather than (that) you thank me,Grammar,Exercises,Key,2. Rewrite the following sentences according to the model given below.,Model:,She stood at the door _(好似在等人).,She stood at the door as if she was waiting for someone.,1. They live together_(好想结了婚似的).,2. She opened her lips_(好似要说什么话似的) .,3. She hurriedly left the room_(好似生了气似的) .,4. He was walking up and down_(好似是,在寻找什么似的) .,5. Her voice came _(好似从很远的地方传来的) .,Grammar,Exercises,1. as if (they were) married,2. as if (she was going) to say something,3. as if (she was) angry,4. as if (he was) in search of something,5. as though from far away,Grammar,Exercises,Key,
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