1. What is law?

Rules enacted and enforced by a sovereign state

2. What are the Establishing rules so that we will be able to

objectives of law? peacefully resolve those disputes that arise.

Avoiding disputes

Keeping the society as smoothly as possible.

3. What is the root of English legal system

U.S. legal system

4. What is common A custom coming to be recognized by the courts as

law binding on the community and therefore law.

5. U.S sources of law The Constitution, statutes, case law, administrative

orders

6. The priority of Federal Constitution, state constitution

constitutions in the
The Constitution is the supreme law of the land.
U.S

7. The relationship A statute is required to agree with the constitution

between statutes
and the constitution

8. The relationship If being constitutional, a federal statute prevails

between federal over a state statute.
statute and state
statute

9. The relationship municipal legislation must agree with a state

between municipal statute
legislation and state
statute

10. Some legal The Constitution enacted by National Assembly,

documents of Laws enacted by the National Assembly,
Vietnam? Ordinances issued by the Standing Committee of
National Assembly, Decrees issued by the
 Government, the Prime Minister’s Decisions, the
Supreme People’s Court’s Justices’ resolutions,
Circulars of Minister, Joint circulars of Ministers,
and so forth (see the Law on promulgation of legal
normative documents)

11. The legal system of Civil law in which written law is the main source
Vietnam of law.

12. Precedent Court decision that determines the decision in the

subsequent, similar case

13. Rules for previous - The previous decision binds on the lower
decision applicable court

- The previous case law can be overturned and

new rule or practice to be established if there
is a compelling reason

14. The main functions - Interpretation and application of law

of courts

15. Jurisdiction of - Authority/power of courts to hear and decide

courts cases

16. Court’s jurisdiction - Subject matter, persons involved, geographic

over area

17. Long-arm statute - A court located in a state where the

defendant has had minimum contact may try
case and grant an enforceable judgment even
against the non-resident.

18. Venue - Location where a case is to be tried.

19. Federal district - Criminal cases involving a violation of

court federal law

- Civil suits: (1).brought by U.S; (2). Arises

under U.S Constitution, federal law or
treaties; (3). Brought by citizens of different
states or one citizen of one state and a
 foreigner

20. Federal Court of - Hear the appeals from federal district courts
Appeals and from federal administrative agencies and
departments

21. Powers of the - Original jurisdiction in cases affecting

United States ambassadors, public ministers, and consuls,
Supreme court and in cases in which a state is a party

- Appellate jurisdiction in cased based on the

U.S Constitution, a federal law, or a treaty

- Hear the cases appealed from the federal

court of appeals

- Review the state supreme court’s decisions

Note: The U.S Supreme Court can choose which

appealed cases it will hear.

The U.S Supreme Court is the highest tribunal in

the land.

22. Interior court (of a A trial court that hears only cases involving
state) minor offenses and disputes

23. Courts of original - Have broad jurisdiction over disputes

general jurisdiction between two or more parties, criminal
(of a state) offenses against the state

- Hear appeals from interior court

24. Appellate court (of

a state)

25. The Vietnamese - The District People’s Court: original

 court systems jurisdiction

- The Province People’s Court: original

jurisdiction, retrial (appellate jurisdiction),
review

- The High People’s Court: retrial ((appellate

jurisdiction), review (có thể: The Superior
People’s Court)

- Supreme People’s Court: review

26. Personal property Movable property

27. Classification of Tangible personal property

personal property Intangible personal property

28. Real property Land and permanent attachments to land

29. Contract Legally enforceable agreement between two or

more competent parties

30. Requirements for - Mutual agreement

a valid contract - Competent parties (sufficient capacity to
contract)
- Consideration
- Lawful purpose (legality)
- Formal requirement
31. Contract Not all agreements are contracts. Only when
contrasted with the parties intend to be legally obligated by
agreements the terms of the agreement will a contract
come to existence.
32. Classification of - Valid contract, void agreement, voidable
contracts contract and unenforceable contract
- Express and implied contract
- Simple and formal contract
- Executory and executed contract
- Unilateral contract and bilateral contract
- Unjust enrichment
33. Valid contract - An agreement that meets all requirements
for a valid contract
34. Void agreement - No contract at all. The parties have no rights
and owes no duties to each other. For
example, illegality renders a contract void.
35. Voidable contract - A contract may be avoided at the option of
one party. For example, a mistake or
mispresentation may render a contract
voidable.
36. Unenforceable - A contract that is not enforced by the court.
contract For example, a contract that does not satisfy
the formal requirement may be not enforced
by the court.
37. Offer Proposal to make a contract

38. Requirements for - It must be definite.

a valid offer - It must appear to be seriously intended
- It must be communicated to the offeree
39. The offer must be Setting out the terms: subject matters, quantity
definite at least

40. The offer must The offer must not make in jest, banter, fear,
appear to be and extreme anger
seriously intended The offeror’s intent to be legally bound by the
terms that he/she offered if they are accepted by
the offeree.
41. The offer must be Note: an offer directed to a specific individual
communicated to or firm cannot be accepted by anyone else.
the offeree

42. Invitations to Advertisement, window displays, catalogs,

make offers price list, quotation, circulars, and so on are
invitations to make offers.
43. Revocation of an - An offer may be usually revoked at any time
offer before its acceptance
- An option (receiving something value for a
promise to hold the offer open) cannot be
revoked at will
- Firm offer (a signed written offer to sell or
buy made by a merchant states that it will be
held open) cannot be revoked during the
time stated in the offer or if no time stated,
during the reasonable time not exceeding
three months.
- The Notice of revocation of an offer must be
 communicated to the offeree prior to the
acceptance

44. Termination of an - The lapse of time

offer - Death or insanity of the offeror
- Rejection of the offer by the offeree
- Performance of the contract becomes illegal

45. The acceptance Assent to an offer

46. Counteroffer Offeree’s response that rejects offer by

varying its terms
47. Inquiries Inquiries does not reject the offer

48. Manner of - An offer that does not specify a particular

acceptance manner of acceptance may be accepted in
any manner reasonable under the
circumstances.

49. Minors - Most states: under 18 years

- Some states: under 19 years

50. Contracts made by Being voidable at the minor’s option

minors

51. Disaffirmance Repudiation of a voidable contract

The minor can disaffirm a voidable contract at
any time during his/her minority or within a
reasonable time after becoming of age.
Minors must return whatever they have
received under the contracts, provided that they
still have possession of it.
52. Ratification After becoming of age, the adult may ratify a
voidable contract made by him/her during the
minority.
53. Contract made by - If a person has been judicially adjudicated
mentally incompetent, contracts made by such person
incompetent are void
- If a person is incompetent but has not been
so declared by the court, the contract made
by such person are voidable at his/her
option. If disaffirming the voidable contract,
he/she must return whatever valuable he/she
 has received.
54. Intoxicated person - Contracts made by an intoxicated person is
voidable

- Contracts made by a person who has been

judicially declared to be habitual drunkard is
invalid.
55. Involving a third Third party beneficiary contract
party
Novation

Assignment

Delegation

56. Third party A person not party to contract but whom

beneficiary contracting parties intended to benefit.

Creditor beneficiary: a person to whom promise

owes obligation, which is discharged if promisor
performs.

Donee beneficiary: a third party beneficiary for

whom performance is a gift.

Incidental beneficiary: a person who

unintentionally benefits from performance of
contract. He is not considered the third party
beneficiary.

57. Novation Termination of a contract and substitution of a new

one with the same terms but new party

Transfer of all rights and duties under the contract

to a third party

58. Assignment Transfer of rights under a contract to a third

person.

Assignor (obligee) – assignee (obligee)

Assignment of wages, future payments (soldiers,

sailors, and marines), pay of the public officials is
prohibited by law.

A right to personal services cannot be assigned.

The assignment of right can be prohibited by

contract.

Notice of assignment: Notice needs not to be given

to the other party in order to make the assignment
effective as between the assignor and the
assignee. However, the original promisor must be
notified.

If more than one assignment is made and the

assignees are all given notice, the law gives
priority in the order in which the assignments
were made.

If assignor assigns a larger sum than the debtor

owes, the debtor has no obligation to pay the entire
assignment.

If the creditor assigns only part of a claim, the

debtor has no obligation to make payment thereof
to the assignee, although such payment may be
made, and it reduces the debtor’s liability to the
creditor to the extent of such payment.

Form of the assignment: it can be made either by

operation of law or by the act of the parties. If
made by act of the parties, it may be in written or
oral. If the original contract must be in writing, the
assignment must be in writing.

Effect of an assignment: An assignment transfers

to the assignee all the rights, title, or interest held
by the assignor in whatever being assigned. The
assignee does not receive any greater right or
interest than the assignor held.
 Warranty of the assignor:

- Assignor is the true owner of the right

- The right is valid and subsisting at the time

the assignment is made

- No defenses available to the debtor that have

not been disclosed to the assignee

Note: in the absence of an express guarantee,

an assignor does not warrant that the obligor
will perform the duties under the contract.

59. Delegation Transfer of duties

Delegator (obligor) – delegatee (obligor)

Obligee

Neither party can delegate the duties under a

contract as readily as the rights can be assigned
because a “personal” element more frequently
exists in the performance aspect of a contract.

When performance is standardized, the delegation

of such performance can be made.

Contract calling for unskilled work or labor may in

most instances be delegated.

Delegating party remains fully liable under the

contract.

60. Methods by which Performance of the contract

contracts are
Operation of law
terminated
Voluntary agreement of the parties

Impossibility of performance

Acceptance of a breach of contract

61. Performance Tender of performance (offer to perform in
satisfaction of terms of contract) at a specified time
discharges of the obligation of the party making
the tender of performance.

Tender of payment: Offer and ability to pay money

owed

Satisfactory performance: if the contract is

performed in the manner that would satisfy an
ordinary, reasonable person, the terms of the
contract have been met sufficiently to discharge it.
If the performance is clearly intended to be subject
to the personal taste or judgment of one of the
parties, however, it may be rejected on the ground
that it is not satisfactory to that particular party.

Substantial performance: If a construction contract

is substantially performed, the party performing
may demand the full price under the contract less
the damages suffered by the other party.

62. Discharge by Discharge in bankruptcy

operation of law
Running of a statute of limitation: A person’s right
to sue must be exercised within the time fixed by a
statute called a statute of limitation.

Alteration of a written contract: if one party

intentionally and without consent of the other party
alters the written contract, the other innocent party
is discharged.

63. Impossibility of If the contract is impossible to perform at the time

performance of contracting, it is not considered existing.

If being valid, it is impossible to perform, the

contract will be discharged in the circumstances:

Destruction of the subject matter: destruction of

 the subject matter without the fault of the parties
discharges the contract. This rule applies only
when performance of the contract depends on the
continued existence of a specified person, animal,
or thing.

New laws making the contract illegal.

Death or physical incapacity: applicable to

personal services

Act of other party

Force Majeure clauses: Contract provision

excusing performance when extraordinary events
beyond the party’s control occurs that prevents the
party’s performance of the contract.

64. Acceptance of Sue for damages

breach of the
Rescind the contract
contract by one of
the parties Sue for specific performance

65. Sue for damages Damage: loss

Damages: sum of money awarded to injured party

Nominal damages: Small amount is awarded when

there is technical breach but no injury

Compensatory damages/actual damages: amount

equal to the loss sustained

Punitive/exemplary damage: amount awarded to

one party to punish other

Liquidated damages: Sum fixed by contract for

breach where actual damages are difficult to be
measured. It must be reasonable and should be
provided only in those cases in which actual
damages are difficult or impossible to prove.
 66. Rescind the When a contract is breached, the aggrieved party
contract may elect to rescind the contract, which releases
this party from all obligations not yet performed.

67. Sue for specific Specific performance: Carrying out the terms of
performance contract

Contracts for the performance of personal services

will not be specifically ordered.

1. Introduction to Law

True/False

1. A state constitution is supreme within the state’s borders unless T/F

it contradicts the Federal Constitution.

True. Because a law is operative within its boundaries and a

state constitution must comply with the Federal Constitution.

2. Legislation must be constitutional. T/F

True. The Constitution is the supreme law of the law. No law

that contravenes the Constitution is effective.

3. A violation of civil law often result in imprisonment. T/F

False. A violation of civil law results in remedies not criminal

penalties.

4. Substantive law provides the means and mechanisms for the T/F
enforcement of laws.

False. Substantive law is concerned with rights, duties and

liabilities of persons in society. By constrast, procedural law
covers the means and mechanisms for the enforcement of
laws.

5.
Multiple Choices:

A1. The legislative body of the state of Ohio enacts a new statute that sets
standards for the product liability. This statute applies

a. only in Ohio.

b. only in Ohio and its border states.

c. in all states.

d. in all states but only to matters not covered by other states’ laws.

The answer is a. Because a law is operative within its boundaries

A2. Hawaii enacts a state law that violates the U.S. Constitution. This law can
be enforced by
a. no one.
b. the federal government only.
c. the state of Hawaii only.
d. the United States Supreme Court only.

The answer is a. Because no law that contravenes the Constitution is effective.

2. Courts

1. Please select T/F for each following statement:

1.1. Federal courts are superior to state courts.

No. In the U.S., federal courts and state courts are separate.

1.2. In all cases, courts have no jurisdiction over non-residents.

False. If a defendant has sufficient contact with a state where a court is

located, this court may have jurisdiction over this defendant.

1.3. Alternative dispute resolution refers to any method for resolving a dis-
pute outside the court system.

True. ADR is a means of settlement of dispute exercised outside the court

system.
 1.4. Negotiation traditionally involves just the parties to a dispute without
their attorneys.

False. Attorneys can participate in negotiation as negotiating parties’

counsels.

1.5. A court will review a contract for validity even if it contains a valid
and enforceable arbitration clause.

False. If an arbitration clause is valid, a court has no power to hear the case
which is agreed to be settled by arbitration under this arbitration clause.

1.6. A plaintiff cannot begin a lawsuit until the court finds there is good
cause for filing the suit.

False. You can begin a lawsuit if you have standing to sue.

2. Multiple Choices:

1. Multiple choice questions

1.1. The Ohio state legislature passes a law to regulate local delivery
services. The final authority regarding the constitutionality of this law
is
a. the judicial system.
b. the president of the United States.
c. the governor of Ohio.
d. the U.S. Congress.

The answer is a. Because, in the U.S., the judicial system may exercise judicial
review over the constitutionality of a law passed by a legislative body.
1.7. Jim hit Thomas living in New Mexico while driving his own car on
a road in New York. Thomas brought Jim before the court. The court
which can hear and decide the case is
a. A court of Ohio
b. A court of New York
c. A court of New Mexico
d. All above
The answer is b. Because the accident happened in New York. So, Jim as a
defendant has sufficient contact with New York. Therefore, under the
authority of long arm statute, a court of New York may have
jurisdiction over this dispute.

1.8. 1.8. Bobby, a resident of Florida bought a house in New Jersey

from James Keller. Then, James Keller’s son who lived in Oregon
sued Bobby to the court to reclaim the property. The court which can
hear and decide the case is
a. A court of Florida
b. A court of New Jersey
c. A court of Oregon
d. All above
The aswer is b. Because an in-question house was real property which located in
New Jersey. Therefore, under the doctrine of in rem jurisdiction, a court
of New Jersey has jurisdiction over this dispute.

1.9. In personam jurisdiction

a. refers to jurisdiction over the parties in a case.
b. can be based on the subject matter of the case.
c. is based on constitutional standards of residence.
d. is only applied in federal courts.

The answer is a. Because personam jurisdiction means personal jurisdiction or

jurisdiction over persons.

1.10. Shelly and Tom disagree over the amount of money due under their con-
tract. To avoid involving any third party in a resolution of the dispute,
Shelly and Tom might prefer to use the alternative dispute resolution
method of

a. arbitration.
b. litigation.
c. mediation.
d. negotiation.

The answer is d. Because, in negotiation, there is no neutral third party involved.

1.11. Eden Property Sales Corporation and Dion agree to resolve their dispute in
arbitration. The arbitrator’s decision is called

a. a conclusion of law.
b. a finding of fact.
c. an award.
d. a verdict.

The answer is c. Because an arbitration decision is called an award.

3. Contracts

Cases
1. Carter telephoned Janet, “I bought you a ticket for a fantastic movie
tonight. Wait me at the front door of “X-Screen” cinema at 8 pm.”
However, Carter did not come; she had to get another ticket at the price
of $30. Janet called Carter, “pay me $30 for the ticket.” Is Carter liable to
pay Janet $30 for this ticket?

No. The parties’ arrangement is just in domestic nature.

2. Urban Construction Corporation delegates its duty for installation of the

wire system in Milk Corporation’s factory to Rural Construction
Corporation. Rural Construction performs the poor service. Milk
requests Urban Construction to repair the defects made by Rural. Urban
refuses. Who wins?

Milk wins. Delegation will not discharge a delegator’s duty.

3. Urban Construction Corporation assigns its claim for the final installment of
the construction price made by the Employer to its subcontractor. The Employer
fails to make the final payment, the subcontractor sues Urban for the final
payment. Who wins?

Urban wins. An assignor is not required to warrant that the obligor will
perform the assigned duty to the assignee.
4. Bimbo Builders, Inc, (Bimbo), a real estate company whose president had
been in real estate development for 14 years, contracted to buy property next to
a subdivision it was building. Stubbs Properties, Inc. (Stubbs), the seller,
provided Bimbo with a plat of the property that purportedly represented the
topography. The plat did not show several streams that formed a swampy
condition on part of the land. Bimbo did not inspect the property before buying
it. After discovering the swampy condition, Bimbo refused to pay on the
property, alleging that Stubbs had grossly misrepresented the condition of the
land. Can Bimbo avoid payment because of the misrepresentation?

No. In order to show misrepresentation and fraud, showing false

representations is not sufficient. Plaintiff must also prove that he exercised the
due care to discover the false representations, and that he reasonably relied on
the false representation to his injury. With equal opportunity for knowing the
truth, a party failing to inform himself must take the consequences of his
neglect. Things such soil, timber, or springs on land are open to inspection, and
the purchaser is negligent if he fails to look and see for himself.

(A James Barnes, Terry Morehead Dworkin, Eric L. Richards, Law for business,
IRWin, 1994, p.177)

4. Actor Tom Selleck contracted to purchase a horse named Zorro for his
daughter from Dolores Cuenca. Cuenca acted as though Zorro was fit to ride in
competitions, when in reality the horse suffered from a medical condition. Can
Selleck win if he files a lawsuit against Cuenca for wrongfully concealing the
horse’s condition?

(Kenneth W. Clarkson, Roger LeRoy Miller and Frank B. Cross, Business Law
Text and Cases – Legal, Ethical, Global, and Corporate Environment twelfth
edition, Cengage Learning, 2011, p.278)

Yes. In this case, the misrepresentation was made by the conduct of the seller to
conceal the medical condition of the horse that caused the buyer to
reasonably rely on the misrepresentation that the horse was fit to ride in
competition. As a result, the buyer sustained the detriment.