Lecture notes
Preparatory contracts
- Module
- Institution
definition of preparatory contracts and analysis of option contract, preliminary contract and pre-emption contract.
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9. Lesson 9Tuesday, 1 February 2022 09:11
ACCEPTANCE = a statement, whether written or oral, in compliance with the offer, tha
willingness to be bound by the terms of the offer.
As the offeror I can impose a deadline and the form in which I want to receive the acce
it’s not required by that particular type of contract
[ex. The transfer of rights must be regulated by a written contract]
The willingness of concluding a contract can be expressed by behaviour (conduct - con
expression valid enough) or silence.
—> silence is a manifestation of consent —> but by its own nature it can be equivocal:
indifference, ignorance, acceptance —> it can create uncertainty during the transactio
transactions are by law considered valid with silence consent
Ex. European Contrast Law - soft law, it regulates the different cases in which silence c
Art. 2:204 - Acceptance: any form of statement or conduct by the offeree is an accepta
assent to the offer. Silence or inactivity does not in itself amount to acceptance.
Ex. Italian civil code
Art. 1327 Performance before reply by the acceptor - when by request of the offeror or
the contract the performance should occur without a prior reply the contract is conclud
which performance begins. The acceptor must promptly give notice of the beginning of
the other party, if he does not, is liable for damages.
[different from when a contract was concluded with two declaration - I know when the
going to begin, I don’ need to give notice]
Ex. European contract law:
Art. 2:205 time of conclusion of the contract - if an acceptance has been dispatched by
contract is concluded when the acceptance reaches the offeror. In case of acceptance b
contract is concluded when notice of the conduct reaches the offeror. If by virtue of the
practices which the parties have established between themselves, or of a usage, the of
the offer by performing an act without notice to the offeror, the contract is concluded w
performance of the act begins.
In special cases, silence or no response can be relevant as demonstration of contractua
—> art. 1333 contract binding on offeror only - an offer with the purpose of creating a
creates obligations only for the offeror is irrevocable as soon as it comes to the knowle
whom is directed.
Where is the agreement? There is no acceptance —> the contract is made by the prop
silenced acceptance
Art. 1334 Efficacy of unilateral acts - unilateral acts take effect from the time when the
knowledge of the person to whom they are directed
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