THE KEY COMMERCIAL LAW
PRINCIPLES
Contracts - correct answer-fundamental part of commercial world.
Sale and Purchase Agreement (SPA) - correct answer-a legal contract describing he
outcome of key commercial and pricing negotiations and when signed, obligates a buyer to
buy and a seller to sell a product/service.
share purchase agreement - correct answer-contractual agreement to buy shares in a
company
how is a contract formed? - correct answer-1. offer
2. acceptance
3. consideration
4. intention
implied terms - correct answer-a missing term that is not expressly stated in an offer or a
contract that can reasonably be implied by the law.
e.g., 'the contract is to be treated as including...'.
express terms - correct answer-terms in a contract that are specifically stated
allocation of risk - correct answer-can be allocated/mitigated by including warranties
(statement of fact), undertakings (promise to take certain action in future) and indemnities
(promise to reimburse the other party if certain costs arise).
or via 'retention of title clauses' - clause in the agreement to supply the products which could
enable the supplier to retrieve those products if there is non-payment.
or a 'force majeure' clause can protect the parties if something unexpected were to prevent
either party from fulfilling their obligations under the contract.
retention of title clause - correct answer-A clause in a contract for the sale of goods that
states that the property in the goods remains with the seller as long as the buyer has not
fufilled certain obligations e.g., payment.
thus taking priority in liquidation scenario as the ownership of the goods is conditional on
payment being made by the buyer.
Force Majeure Clause - correct answer-predetermines the allocation of risk and frees each
party from liability if specified circumstances beyond the control of the parties arise that
prevent either party from fulfilling their obligations.
PRINCIPLES
Contracts - correct answer-fundamental part of commercial world.
Sale and Purchase Agreement (SPA) - correct answer-a legal contract describing he
outcome of key commercial and pricing negotiations and when signed, obligates a buyer to
buy and a seller to sell a product/service.
share purchase agreement - correct answer-contractual agreement to buy shares in a
company
how is a contract formed? - correct answer-1. offer
2. acceptance
3. consideration
4. intention
implied terms - correct answer-a missing term that is not expressly stated in an offer or a
contract that can reasonably be implied by the law.
e.g., 'the contract is to be treated as including...'.
express terms - correct answer-terms in a contract that are specifically stated
allocation of risk - correct answer-can be allocated/mitigated by including warranties
(statement of fact), undertakings (promise to take certain action in future) and indemnities
(promise to reimburse the other party if certain costs arise).
or via 'retention of title clauses' - clause in the agreement to supply the products which could
enable the supplier to retrieve those products if there is non-payment.
or a 'force majeure' clause can protect the parties if something unexpected were to prevent
either party from fulfilling their obligations under the contract.
retention of title clause - correct answer-A clause in a contract for the sale of goods that
states that the property in the goods remains with the seller as long as the buyer has not
fufilled certain obligations e.g., payment.
thus taking priority in liquidation scenario as the ownership of the goods is conditional on
payment being made by the buyer.
Force Majeure Clause - correct answer-predetermines the allocation of risk and frees each
party from liability if specified circumstances beyond the control of the parties arise that
prevent either party from fulfilling their obligations.
