A doctrine of Offer and Acceptance forms the basis principles of the formation of contract in most countries' legal systems in the West and Asia. However, many different countries have different legal background and ideology, therefore they may have different concept of the doctrine of Offer and Acceptance or different measures for such principles.
Lao PDR as a young practitioner in legislation only adopted the Contract Act in 1991 comparing to the Western countries which had the contract law and practice for longer than hundred years. Although Lao legal system had been influenced by Western countries (French Civil Law) but the current contract law of Lao PDR was developed largely based on Japanese Law.
This paper aims to discuss and compares the main provisions of the doctrine of Offer and Acceptance under the Principles of European and Laotian Contract Law. It aims to analyzes the provisions of offer and acceptance in what Laotian Contract Law, as a young law, learnt from Principles of European Contract Law as a model of contract law for most European countries, and also what gaps have remained in the Principles of European Contract Law, as an older brother.
Keywords: Offer, Acceptance, Formation of Contract, Contact Law, PECL, Laotian Contract Law
The doctrine of offer and acceptance is very important fundamental principles for contract formation in provisions of laws of countries all over the world. However, in different countries may have different concept of the doctrine. By the recognition of the importance of the doctrine of offer and acceptance, this study intends to compare provisions of the doctrine of Offer and Acceptance under the Principles of European and Laotian Contract Law in order to understand and enhance further concept of the doctrine for the age of online transactions. To discuss and to deeply understand the concept of doctrine of offer and acceptance under the Principles of European Contract Law (the "PECL") and Laotian Contract Law in particular, it is important to study their basic background. This section will discuss generally about doctrine of offer and acceptance introduced by the PECL and Laotian Contract Law and also brief about both laws to help understand their background and positions.
An offer is an act whereby one party confers upon another party the power to form contractual relations between them.[1] And an acceptance is a voluntary act of the party whereby he exercises the power conferred upon him by the other party, and thereby form a set of legal relations called a contract[2] and both offer and acceptance have to be acts expressing assent. The act establishing an offer and the act establishing an acceptance may occur from a promise in which a promise is an expression of purpose that the promisor, with an invitation to the promise to rely thereon, will proceed himself in a particular way in the future.
The doctrine of offer and acceptance was developed in the seventeenth and eighteenth centuries when the trade and travel expanded and more contacts were established among people who could not see each other and make an agreement face-to-face. Universally, the doctrine of offer and acceptance is practiced in both common law and civil law jurisdiction[3] nowadays and the fundamental principles on the formation of contract in most legal system of the world consists of the doctrine of offer and acceptance.[4]
The doctrine of offer and acceptance forms the fundamental principles of the formation of contract and it has been proved to be a
- 449/450 -
practicable and flexible tool to assess the formation of contract.[5] The doctrine of offer and acceptance provide the line between "what is a contract and what is not a contract" and set the boundaries of the contract from any other relationship. Based on the fundamental principle of the formation of contract and in order to form a valid contract, it is necessary for the offeror to make an offer to the offeree and the offeree has to accept the offer. At the moment the contract was formed is the accurate time at which the offeror made an offer with a sufficient level of certainty and the offeree accepts the completeness. The doctrine of offer and acceptance is developed to answer the questions whether the contract is formed and when it is formed. And the doctrine also signifies the way to assess the conditions on which a contract is formed. These principles are very common in most legal system in the world. However, the doctrine of offer and acceptance may be varied for further and more concrete content in different legal system.
In order to form a valid contract, it needs the mutual agreement of the parties, and the agreement generally comprises of an offer by one party and a corresponding acceptance by the other party. The question in which moment the agreement exists is usually answered by distinguishing the contracting process in terms of offer and acceptance. A valid contract only exists if the offeror made an offer and the offeree accepted the offer by the way of acceptance. This means that no parties are bound to the contract before the acceptance, and they are only bound to the contract after the acceptance is made.
The Principles of European Contract Law has become a uniform law that most of European countries used it as a guidance for legislating their domestic laws. The PECL was established by the Commission on European Contract Law (the "Commission") - an organization independent from states set up by Ole Lando (Lando Commission). In fact, the idea of the Principles of European Contract Law ("PECL") is that it is to intend to be applied as general rules of contract law in the European Communities.[6] PECL was developed from being motivated by the United Nations Convention on International Sale of Goods (CISG) and the Commission initiated to work on the PECL in 1982.[7] The impetus for the work on PECL was occurred by resolutions of European Parliament of 1989 and 1994 that it called for work to be started on the possibility for drawing up a common European Civil Code. The Commission first published PECL Part I in 1995. Later in 1998, the Part I and II was collectively published[8], and in 2002 the Part III was published.
PECL was developed as the concept of a uniform European contract law system. It is the compilation of uniform legal principles for reference and not represent a legally enforceable regulation on behalf of the state. PECL will apply when the parties of contract have agreed to incorporate it into their contract; or PECL may be applied when the parties: 1) have agreed that their contract shall be governed by general principles of law or the Lex Mercatoria or the likewise; or 2) have not chosen any governing law for their contract.[9]
Similar to the Principles of International Commercial Contracts published by UNIDROIT in 1994, the principles under PECL drafted by the Commission do not have any legal force.[10] PECL provide general principles, not principles which go into details and it only cover general part of the law of contracts. It may be said that the main purpose of the PECL is to serve as a first draft of European Civil Code.[11] However, before the European Civil Code is enacted it may serve other purposes such as a national court of European Communities may apply the PECL when law is not settled or when the court chooses to deviate from the rules of that law. Furthermore, PECL will also serve as a guideline for other countries desiring to legislate their law of contract.
Laotian legal system is quite a new-developed legal system if compare to the legal system of European countries. In fact, Laotian Legal System is mostly known as socialist legal system. However, Laotian Legal system largely in-
- 450/451 -
herited a typical civil law influenced by a legal system of French colonial administrators. Despite, after its independence in 1975, Lao PDR's Legal System remained undeveloped, until early 1990s Lao PDR's ambitious plan to develop and revise its laws was commenced.[12] And Lao PDR, until now, has legislated at least 144 laws.[13]
In 1990, Lao PDR adopted and promulgated its first Contract Law when the doctrine of offer and acceptance were enshrined for the first time in the legal system of Lao PDR. The first contract law of Lao PDR consisted with two Parts - Part I contains with general provisions and Part II contains with type of contracts[14] and in 2008, Lao PDR promulgated its amended Law of Contract combined with Tort Law. The 2008 Law on Contract and Tort consists of seven Parts - Part I contains with general provisions (purpose; definition; and scope of law), Part II contains with provisions on contractual obligations (contract formation; null contract; contract performance; measure ensuring contract performance; modification, termination, and expiration of contract; and type of contracts), Part III contains with provisions on tort or extra-contractual obligations, Part IV contains with provisions on dispute resolution and time period for suit, Part V contains with provision on prohibitions, Part VI contains with provisions on awards and sanctions, and Part VII is a final provision.[15] The 2008 Law on Contract and Tort is currently in enforcement.
The purpose of the Law on Contract and Tort of Lao PDR as defined in Article 1 aims to set principles, rules, and measure on contract formation, contract performance, liability to the breach and damages from the tort; to ensure rights and interests of parties, the injured party and the party in default; to ensure conforming with laws and regulations, decorum and justice of society in order contributing to the socio-economic development.[16] Notwithstanding, even Lao PDR has law on contract and tort, but it does not mean that its law is effective and efficient enough, especially the doctrine of offer and acceptance. Hence, it needs to learn from concept of law from other countries like the European countries that have long experience on legal development.
Both PECL and Laotian Contract Law recognize the traditional doctrine of offer and acceptance for the formation of the contract. The Laotian Contract Law lays down provision on offer and acceptance in Article 17 (amended), providing the scope of its recognition on offer and acceptance.[17] And PECL defines offer and acceptance regarding formation of the contract in Section 2 of Chapter 2.[18] This section intends to compare a doctrine of offer and acceptance under PECL and Laotian Contract Law which will discuss what gaps have remained in both of them.
PECL sets the essential elements to be met in order for a proposal to amount to an offer. These elements are: 1) the terms must be sufficiently definite; and 2) the offeror must intend for the proposal to result in a contract if the other party accepts it.[19] This provision commonly represents in all European countries' contract laws. By these elements, an offer under the PECL must be very precise. The offer must consist of sufficiently definite terms, and if the offer is indefinite, the offer will lead to be ineffective. This means that the offer must consist of all essential elements. On the other hand, Laotian Contract Law, a young and unexperienced law, does not establish any clear provisions related to a definite offer. An indefinite offer can occur easily under Laotian Contract Law, especially with an oral offer. However, the Civil Law Research Commission of Lao PDR recommend that both offeror and offeree must indicate their clear intention to each other for their acknowledgement and understanding in order to avoid difficulty to prove when the disputes arise under the oral offer and acceptance.[20] It is possible to say that PECL, to avoid a difficulty in the future after concluding the agreement, set such requirements as minimum essential elements.
Methods of an offer under PECL are quite interesting. PECL prescribes that an offer may be made to one or more specific person or to the public which mean that an offer is not nec-
- 451/452 -
essary to be directed towards a specific person, it may also be addressed to general audience. An offer can be made through public advertisement on TVs, radios, magazines, newspapers, leaflets distributed door-to-door, internet webpages and so on. The provisions in the PEC that permit a public advertisement, a catalogue, etc. to be presumed as an offer is the logical consequence of the scope of the PECL's application.[21] PECL is designed to set a general rule of contract law to be applied in European Communities but it is not restricted to commercial contract as defined in Article 2:201 (3) of PECL that a public advertisement, a catalogue, etc. is presumed as an offer. In contrast with Laotian Contract Law which there is no principle for making an offer to public and there are also no provisions stipulated under Laotian Contract Law whether it presumes those public advertisement, a catalogue or alike to be an offer under Laotian Contract Law.
In the respect of an oral offer, PECL does not include any rule related to the time limit for acceptance. On the other hand, Laotian Contract Law defines that if the offeror does not stipulate the period of acceptance, when the offeree receives the offer, he may accept the offer at the time and place of the receipts and the contract shall be deemed to have concluded.[22] However, this concern is possible to consider in two different circumstances under Laotian Contract Law based on the research of the Civil Law Research Commission of Lao PDR and those are: 1) In the event of a face-to-face oral offer, if the offeror does not stipulate the period of acceptance, the offeree can immediately accept or reject the offer at that time and place he receives the offer; 2) In event the offeror and the offeree do not present at the same place which cannot speak or negotiate face to face, in any time the offeree, later, response the offer and the offeror accept the acceptance, the contract shall be deemed to have been concluded.[23]
Laotian Contract Law, unlike PECL, set a provision on time limit for acceptance in event of an offer in writing. In clause 2 of Article 17 of Laotian Contract Law defines that "a written contract where the offeror has not stipulated a period for acceptance, the offeree must respond to the offeror within thirty days from the day the offeree received the offer".[24] On the other hand, Article 2:206 (2) of PECL defined that if no time has been fixed by the offeror, the acceptance must reach it within a reasonable time.[25] In this case, a question can occur what a "reasonable time" should be under the time limit for acceptance under PECL. With the words, it seems a very broaden term that can lead to confusion to conclude the contract. Therefore, it is possible to say that in this kind of case Laotian Contract law establishes more rigid period of acceptance.
Both PECL and Laotian Contract Law recognizes the principle of offer revocation. However, different jurisdictions define the provision on revocation of an offer in different ways. Revocation of an offer means that the offeror is not bounded by his offer any longer. Revocation of an offer is obviously in the interest of the offeror who may have found out that he can sell the goods to somebody else at a better price and then desires to cancel his dependency on the offeree. However, a question arises in most legal system whether an offer can be revoked once it is constituted that the binding offer was made. Regarding to the question, under the PECL, the Commission decided that a party may revoke its offer as long as the offeree has not accepted.[26] However, the offer that the offeror stipulated a fixed time for acceptance and made an expectation on the part of offeree, the offer will not be revoked and the expectation should be protected within the fixed time.
Under PECL, revocation can be considered into three different points and those are: 1) revocation and withdrawal distinguished; 2) revocation in time; 3) revocation of public offer.[27] The revocation and withdrawal distinguished - it means that a revocation must be distinguished from a withdrawal. The withdrawal prevents a proposal containing an offer from becoming effective and thus has to reach the offeree before the proposal. Revocation in time - an offeror can revoke the offer if the revocation reaches the offeree before he dispatches his acceptance or in event of acceptance by conduct, if the revocation reaches the offeree before the contract has been concluded. And revocation of public offer - when the offer is made to public, the of-
- 452/453 -
feror can revoke the offer by the same means as were used to make the offer.
However, this does not mean that the offeror can revoke his offer in any circumstance. PECL set a rule of an irrevocable offer which can be considered into three points such as: 1) irrevocability stated; 2) fixed time for acceptance; and 3) reliance.[28] Exception to the rule, PECL lays down a clear provision of ineffective revocation of offer in Article 2:202 (3) that the revocation of an offer shall be ineffective if: a) the offer indicates that it is irrevocable; or b) it states a fixed time for its acceptance; or d) it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.[29] Irrevocability stated - the irrevocability can be indicated by word, expression or conduct and for the fixed time for acceptance, an offer is considered to be irrevocable if it contains with a fixed time for acceptance and the time statement has to be clear. And reliance - a revocation of an offer is considered to be ineffective when it is reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance of the offer.[30]
On the other hand, Laotian Contract Law does not provide any exceptions for revocation of an offer. This means that a party can any time revoke its offer as long as the offer has not been accepted or the response has not reached the offeror. Under research in the handbook of fundamental knowledge on contract by the Civil Law Research Commission of Lao PDR, it can be summarized that irrevocability of an offer can only be established when the response or the acceptance has reached the offeror.[31] This means that as long as the offeror has not received a response on hand, he can revoke his offer any time, even if the acceptance has been dispatched.
An acceptance is a response to an offer to inform the offeror whether the offeree accept or reject the offer. An acceptance will usually be made in writing or orally. It is not necessary to meet any specific requirement as long as the offeree made clear acceptance to the offeror that he agrees with the terms of the offer unconditionally. In general, when the offer is accepted, the contract is concluded. And in reference to the UNIDROIT Principles, "a contract may be concluded either by the acceptance of an offer or by conduct of the parties that is sufficient to show agreement".[32]
Under PECL, an acceptance may be occurred in three ways such as: 1) by mean of declaration; 2) by conduct; or 3) even by silence or inaction. Unless the offeror set out a specific form of acceptance, the offeree is free to accept the offer either verbally or in writing.[33] The acceptance by declaration can be made by writing a letter, an email, a fax, or possible by a text message and the acceptance in oral can be made through a phone call, on radio, or likewise. Also, acceptance can be established by conduct. The principle for acceptance by conduct is set in Article 2:205 (2) defined that "in case of acceptance by conduct, the contract is concluded when notice of the conduct reaches the offeror".[34] This means that when the offeree receives an offer, he may take conduct over the offer, maybe by making a payment or delivering goods, etc. and this is not necessary for him to notify the offeror about an acceptance when the offeror have acknowledged of the conduct. The contract will be concluded as long as the conduct was performed within the period for acceptance set by the offeror or within the reasonable time. Furthermore, it is also possible that silence or inaction may cause to be an acceptance under PECL. In this case, Silence or inactivity does not in itself amount to acceptance[35], the silence or inactivity can amount to acceptance when that follows from an earlier statement by the offeree, from a framework agreement between the parties, from the usage from some trades or from practices between parties.[36]
Similarly, under principle of Laotian Contract Law, an acceptance may be occurred in oral or in writing. In fundamental knowledge on civil law textbook of Faculty of Law and Political Science, National University of Laos has summarized provisions of offer and acceptance that an offer and an acceptance may be made in writing or in oral[37] which means that the acceptance may be met by a letter, email, fax, or text message; or by a phone call, radio and etc. However, the acceptance, especially in oral, must be made clearly. But there are no
- 453/454 -
provisions under the law or opinions of scholars or academic staffs whether Laotian Contract Law recognizes an acceptance by conduct and by silence. Under the handbook of fundamental knowledge on contract by the Civil Law Research Commission of Lao PDR which opined that irrevocability of an offer can only be met when the response or the acceptance has reached the offeror.[38] This is possible to say that acceptance by conduct and by silence is not recognized under Laotian Contract Law because the contract will not be concluded if no response or acceptance has reached the offeror. Thus, if the offeror does not have a clear response from the offeree, he can reject the acceptance any time even if the offeree take conduct over the offer.
Late acceptance under Laotian Contract Law can consider into two different circumstances. In the event, the offeror does not set out a stipulated time for acceptance, the acceptance must be made within 30 days.[39] If the offeror does not hear any response within the said 30 days, the offer shall consider to be rejected by the offeree. In the event, the offeror set out a stipulated time for acceptance, the Laotian Contract Law does not restrict the late acceptance if the acceptance dispatchment was made within the time stipulated by the offeror. In clause 4 of Article 17 of Laotian Contract Law set a provision that "If the acceptance is made and dispatched within the stipulated period, but the acceptance reaches the hands of the offeror later than the stipulated period, in the event that the offeror accepts the acceptance, that contract shall be deemed to have been concluded".[40] Pursuant to this clause, late acceptance can only be referred to the circumstance of an offer with stipulated time of acceptance, meaning that an offer without a stipulated time for acceptance shall, no matter what, be made no later than 30 days from the day of receiving the offer. However, in the respect of late acceptance under Laotian Contract Law, there is not clear provisions whether the offeror reserve right to reject the late acceptance for the dispatchment with the stipulated period and the late acceptance for the dispatchment after the stipulated period.
A late acceptance is regulated in PECL Article 2:207 which a contract may be concluded, even though the acceptance arrives later than the contractual or legal period allocated for acceptance. Unlike to Laotian Contract Law, PECL does not discriminate the matter of late acceptance for neither an offer with a stipulated time for acceptance nor an offer without a stipulated time for acceptance. PECL does not set a specific provision for period of acceptance for the offer without a fixed time for acceptance. Late acceptance under PECL can be summarized into two possible circumstances. Firstly, the late acceptance can be considered as "an acceptance that arrives late by fault of the offeree"[41] which it means that the offeree sends the acceptance after the stipulated period. In this case, the contract cannot be concluded, unless the offeror informs the offeree or send the offeree a notice for validating the acceptance. However, the offeror must inform the offeree without delay and the contract is concluded from the moment the late acceptance reaches the offeror.[42] And secondly, the late acceptance under PECL can be "an acceptance that arrives late because of an irregularity in the means of transmission".[43] This means that the offeree has sent his acceptance in time, but the acceptance reaches the offeror after the time set for acceptance because of a delay in transmission.[44] In this case, the contract is considered to be concluded. However, the right of the offeror to reject the acceptance is still reserved for this case, but he must orally inform the offeree or send or dispatch a notice to the offeree without delay. This means that the late acceptance is considered to be effective, except the offeror rejects and, without delay, informs the offeree that he considers the offer lapsed.
Under both PECL and Laotian Contract Law, the acceptance that adds new terms, modifies the terms of the offer, or introduces any other limitation type in the offer that substantially alters the offer, the contract will not be considered concluded, but the reply to the offer will be considered as a counter-offer.
Article 2:208 of PECL set a rule of modified acceptance dealing with the response by
- 454/455 -
the offeree that states or implies additional or different terms and this can be considered into two situations: 1) Acceptance containing material alterations; and 2) Acceptance containing non-material alterations. The first one - acceptance containing material alteration, under paragraph (1) of Article 2:208, if the offeree replies the offer containing or implying with additional or different terms which causes a material alteration of the offer, that acceptance shall be considered as a rejection of the original offer and becoming a counter-offer.[45] However, PECL does not provide a list of terms to be deemed "material".[46] Thus, it is necessary to find a relevant provision to constitute a material alteration to an offer and the relevant provision is used for the matter is Article 1:301 (5) of PECL. By the modification, it is a response which announce to both a rejection and a new offer and the offeror can accept the modification by conduct. The other one - acceptance containing non-material alteration, under paragraph (2) of Article 2:208, if the offeree accepts the offer with definitive assent but containing or implying with modifications that do not alter materially the terms of the offer operates as an acceptance.[47] As the result, non-material terms become part of the contract because these non-material additions and modifications frequently attempt to clarify and interpret the contract or to supply terms which would otherwise be considered to be "omitted terms".[48] However, the offeror has right to disagree with the modification, but he shall object to the modification without delay under the provision of paragraph 3 of Article 2:208. To be clear, the rule of acceptance containing non-material does not apply to these circumstances: 1) the offer expressly limits acceptance to its terms; 2) the offeror object to the additional or different terms without delay; 3) the required assent to the additional or different terms on the part of the offeror does not reach the offeree within a reasonable time.[49]
On the other side, Laotian Contract Law recognizes the practice of modified acceptance as it set the provision in clause 7 of Article 17 that "if the acceptance includes an addendum, deletions, or alterations and accepted by the offeror, the contract shall be deemed to have been entered into".[50] Under Laotian Contract Law, no matter what kind of modification it is, if the offeror accepts the modification, the contract is considered to be concluded. However, the offeror has right to reject the modification if such modification is not pleasant to him.
The Civil Law Research Commission of Lao PDR opines that in the event, the offeree modifies his acceptance by addendum, deletion, or alteration which different from the original offer or the crucial content missing, the contract will not be able to be concluded and such modification will be considered as a new offer, and if the new offer is accepted by the offeror, the contract shall be deemed to have concluded.[51] According to the provision of law and the opinion of the Civil Law Research Commission of Lao PDR, the modified acceptance can be made either in oral or in writing but it shall be made within the time fixed by the offeror or within 30 days for the offer without fixed time. However, for the offer with fixed time for acceptance, the modified acceptance may be made later than the allowed period and if the offeror accepts the modified acceptance, the contract shall be deemed to have concluded as per provision of the late acceptance under clause 4 of Article 17 of Laotian Contract Law.
The Principles of European Contract Law has its purpose of being a model of contract law for European countries and also serve as a guideline for other countries desiring to legislate their law of contract. And Laotian Contract Law was largely developed on the basis of Japanese Law and some Western Laws. There is of course some difference of both the Principles of European Contract Law and Laotian Contract Law. The Principles of European Contract Law is a uniform legal principle for reference which is not legally enforced for all the European Union member states. On the other hand, Laotian Contract Law is enforced in its territory.
A doctrine of Offer and Acceptance is the main essential principles for the formation of contract in both PECL and Laotian Contract Law. However, offer under the PECL is more definite in some provisions such as it set minimum requirements for an offer to ensure definite terms and it is also open the broad term of offer. It recognizes the offer to public such
- 455/456 -
as public advertisement, catalogue and etc. Unlikely, Laotian Contract Law, as a young and unexperienced law, provides very limited terms of offer which is obviously difficult from construing its scope of recognition till to confusion of contract conclusion. Also, the revocation and irrevocability of offer under PECL is set understandable and more specific while Laotian Contract Law provide very general term of such.
Acceptance under the PECL remains open the term of period for acceptance. It does not provide a specific fixed period of time for acceptance when the offeror does not stipulate a fixed time for acceptance. On the other hand, Laotian Contract law provides the term of period for acceptance for 30 days if the offeror does not stipulate a fixed time for acceptance. Regarding with late acceptance, Laotian Contract Law only recognizes the circumstance of late acceptance for the offer with fixed time for acceptance while PECL does not discriminate either late acceptance for the offer with fixed time for acceptance or an offer without fixed time for acceptance, instead it provides term of late acceptance by fault of offeree or late acceptance caused by delay in transmission. And modified acceptance under PECL sets more specific and clear term of modification which can be seen in two modified acceptance such as an acceptance containing material alterations or an acceptance containing non-material alterations. On the other hand, Laotian Contract Law keep remained a very general term of the modified acceptance.
To that end, the doctrine of Offer and Acceptance is more precise under PECL than Laotian Contract Law. Laotian Contract Law should use PECL as a guideline to improve its contract law to establish more definite and precise terms on Offer and Acceptance, especially provisions relevant to Offer. However, PECL should also define a specific time period for Acceptance in order to avoid confusion of construing the term "reasonable time" provided by PECL. ■
NOTES
[1] Arthur Orbin: Offer and Acceptance, and Some of the Resulting Legal Relations. Yale L.J. 1916-1917. 169. Vol. 26. 169. P. 171. and P. 181.
[2] Arthur Orbin: Offer and Acceptance, and Some of the Resulting Legal Relations. Yale L.J. 1916-1917. 169. Vol. 26. P. 171. and P. 199.
[3] Jan M. Smits: Elgar Encyclopedia of Comparative Law. Edward Elgar Publishing, Cheltenham UK - Northampton MA US 2006. P. 497.
[4] Predrag Cvetkovic: The Characteristics of an Offer in CISG and PECL. Pace INTL L Rev. 2002. 121. Vol. 14. P. 121.
[5] Ekaterina Pannebakker: Offer and Acceptance and the Dynamics of Negotiations: Arguments for Contract Theory from Negotiation Studies. ELR, 2013.No. 2. P. 131.
[6] See the Principles of European Contract Law 2002. Art. 1:101 (ex art. 1.101) - Application of the Principles; and Gavin Barrett, Ludovic Bernardeua: Towards a European Civil Code: Reflections on Codification of Civil Law in Europe. ERA Forum 2002. Special Issue. P. 59.
[7] Ole Lando: Salient Features of the Principles of European Contract Law: A Comparison with the UCC. Pace INTL L. Rev. 2001. Vol. 13:339. P. 339.
[8] Gavin Barrett, Ludovic Bernardeua: Towards a European Civil Code: Reflections on Codification of Civil Law in Europe. ERA Forum 2002. Special Issue. P. 57-58.
[9] See the Principles of European Contract Law 2002. Art. 1:101 (ex art. 1.101) - Application of the Principles.
[10] Gavin Barrett, Ludovic Bernardeua: Towards a European Civil Code: Reflections on Codification of Civil Law in Europe. ERA Forum 2002. Special Issue. P. 57.
[11] Ole Lando: Salient Features of the Principles of European Contract Law: A Comparison with the UCC. Pace INTL L. Re. 2001. Vol. 13:339. P. 340.
[12] See Southeast Asian Legal Research Guide: Introduction to Lao PDR & its Legal System. The University of Melbourne. Available at http://unimelb.libguides.com/c.php?g=402982&p=4600311 (accessed on 23 April 2019).
[13] See http://na.gov.la/index.php?r=site/detailcontent&id=43&left=89 (accessed on 11 September 2019).
[14] See the Contract Law 1990. Lao PDR. Available at: https://www.luangprabang-laos.com/IMG/pdf/lao_laws_05_contract_law.pdf (Accessed on 25 April 2019).
[15] See the Law on Contract and Tort 2008. Lao PDR. Available at: http://www.laoservicesportal.gov.la/index.php?r=site%2Fdisplaylegal&id=183 (Accessed on 25 April 2019).
[16] See the Law on Contract and Tort 2008. Lao PDR - Art. 1. The Purpose.
[17] See the Law on Contract and Tort 2008. Lao PDR - Art. 17 (amended). Offer and Acceptance.
[18] See the Principles of European Contract Law 2002 (Part I, II, and III).
[19] Maria del Pilar Perales Viscasillas: The Formation of Contracts & The Principles of European Contract Law. Pace INTL L. Rev. 2001.Vol. 13:371. P. 377.; and See the Principles of European Contract Law 2002 (Part I, II, and III), Article 2:201 (ex art. 5.201) - Offer.
[20] Civil Law Research Commission. Fundamental Knowledge on Contract. JICA, 2014. P. 9.
[21] Predrag Cvetkovic: The Characteristics of an Offer in CISG and PECL. Pace INTL L Rev. 2002. Vol. 14:121. P. 130.
[22] See the Law on Contract and Tort 2008. Lao PDR - Article 17 (amended). Offer and Acceptance. Clause 1.
[23] Civil Law Research Commission, Fundamental Knowledge on Contract. JICA, 2014. P. 8.
[24] See the Law on Contract and Tort 2008. Lao PDR - Article 17 (amended). Offer and Acceptance, Clause 2.
- 456/457 -
[25] See the Principles of European Contract Law 2002. Art. 2:206 (ex art. 5.206) - Time Limit for Acceptance (2).
[26] See the Principles of European Contract Law 2002. Art. 2.202(1); and Ole Lando: Salient Features of the Principles of European Contract Law: A Comparison with the UCC. Pace INTL L. Re. 2001. Vol. 13:339. P. 346.
[27] Luisa Antoniolli, Anna Veneziano: Principles of European Contract Law and Italian Law: A Commentary. Kluwer Law International, 2005. P. 114.
[28] Luisa Antoniolli, Anna Veneziano: Principles of European Contract Law and Italian Law: A Commentary. Kluwer Law International 2005. P. 114; And Danny Busch, Ewoud H. Hondius, Hugo J. van Kooten, Harriet N. Shelhaas, Wendy M. Schrama: The Principles of European Contract Law and Dutch Law: A Commentary. Ars Acqui, Nijmegen & Kluwer Law International, The Hague - London - New York 2002. P. 109.
[29] See the Principles of European Contract Law 2002, Art. 2:202 (ex art. 5.202) - Revocation of an Offer (3); and Ole Lando: Salient Features of the Principles of European Contract Law: A Comparison with the UCC. Pace INTL L. Re. 2001. Vol. 13:339. P. 364.
[30] Ole Lando: Salient Features of the Principles of European Contract Law: A Comparison with the UCC, Pace INTL L. Re. 2001. Vol. 13:339. P. 346 and P. 355.
[31] Civil Law Research Commission. Fundamental Knowledge on Contract. JICA 2014. P. 7-9.
[32] See UNIDROIT Principles. Art. 2.1.
[33] Maria del Pilar Perales Viscasillas: The Formation of Contracts & The Principles of European Contract Law. Pace INTL L. Rev. 2001. Vol.13:371. P. 386.
[34] See the Principles of European Contract Law 2002. Art. 2:205 (ex art. 5.205) - Time of Conclusion of the Contract (2).
[35] See the Principles of European Contract Law 2002. Art. 2:205 (ex art. 5.205) - Time of Conclusion of the Contract (2).
[36] Danny Busch, Ewoud H. Hondius, Hugo J. van Kooten, Harriet N. Shelhaas, Wendy M. Schrama: The Principles of European Contract Law and Dutch Law: A Commentary. Ars Acqui, Nijmegen & Kluwer Law International, The Hague - London -New York 2002. P. 111.; and Luisa Antoniolli, Anna Veneziano: Principles of European Contract Law and Italian Law: A Commentary. Kluwer Law International, 2005. P. 120.
[37] Visai Sihapanya: Fundamentals of Civil Law. 6th edition. NUOL, 2017. P. 71-72.
[38] Civil Law Research Commission. Fundamental Knowledge on Contract. JICA, 2014. P. 8.
[39] See the Law on Contract and Tort 2008. Lao PDR - Article 17 (amended). Offer and Acceptance. Clause 2.
[40] See the Law on Contract and Tort 2008. Lao PDR - Article 17 (amended). Offer and Acceptance. Clause 4.
[41] Maria del Pilar Perales Viscasillas: The Formation of Contracts & The Principles of European Contract Law. Pace INTL L. Rev. 2001. Vol.13:371. P. 396.
[42] Danny Busch, Ewoud H. Hondius, Hugo J. van Kooten, Harriet N. Shelhaas, Wendy M. Schrama: The Principles of European Contract Law and Dutch Law: A Commentary. Ars Acqui, Nijmegen & Kluwer Law International, The Hague - London -New York 2002. P. 117.; and Luisa Antoniolli, Anna Veneziano: Principles of European Contract Law and Italian Law: A Commentary. Kluwer Law International, 2005. P. 128.
[43] Maria del Pilar Perales Viscasillas: The Formation of Contracts & The Principles of European Contract Law. Pace INTL L. Rev. 2001. Vol.13:371. P. 398.
[44] Danny Busch, Ewoud H. Hondius, Hugo J. van Kooten, Harriet N. Shelhaas, Wendy M. Schrama: The Principles of European Contract Law and Dutch Law: A Commentary. Ars Acqui, Nijmegen & Kluwer Law International, The Hague - London - New York 2002.
[45] See the Principles of European Contract Law 2002. Art. 2:208 (ex art. 5.209) - Modified Acceptance (1).
[46] Luisa Antoniolli, Anna Veneziano: Principles of European Contract Law and Italian Law: A Commentary. Kluwer Law International 2005. P. 130; And Danny Busch, Ewoud H. Hondius, Hugo J. van Kooten, Harriet N. Shelhaas, Wendy M. Schrama: The Principles of European Contract Law and Dutch Law: A Commentary. Ars Acqui, Nijmegen & Kluwer Law International, The Hague - London - New York 2002. P. 120.
[47] See the Principles of European Contract Law 2002. Art. 2:208 (ex art. 5.209) - Modified Acceptance (2).
[48] Danny Busch, Ewoud H. Hondius, Hugo J. van Kooten, Harriet N. Shelhaas, Wendy M. Schrama: The Principles of European Contract Law and Dutch Law: A Commentary. Ars Acqui, Nijmegen & Kluwer Law International, The Hague - London -New York 2002. P. 120.; and Luisa Antoniolli, Anna Veneziano: Principles of European Contract Law and Italian Law: A Commentary. Kluwer Law International, 2005. P. 130.
[49] See the Principles of European Contract Law 2002. Art. 2:208 (ex art. 5.209) - Modified Acceptance (3).
[50] See the Law on Contract and Tort 2008. Lao PDR - Article 17 (amended). Offer and Acceptance. Clause 5.
[51] Civil Law Research Commission. Fundamental Knowledge on Contract. JICA, 2014. P. 9.
Lábjegyzetek:
[1] The Author is doctoral Student, Doctoral School of the Faculty of Law at the University of Pécs.
Visszaugrás
