What is the law ?

- The system of rules which a particular country or community recognizes as regulating

the actions of its members and which it may enforce by the impositions of penalties.
- It is a body of rules of action or conduct prescribed by controlling authority and
having binding legal force.
- To regulate lives.
- To regulate behaviors.(conducta)
- Restrict our freedom.
- Control.

Important factors in law-making

STATUTORY LAW
- The authority of the state is needles.
- only certain institutions can make law.
- the institutions that make law have been given the authority to do so.
- Sanctions exist for breaking the law.
- bill = proyecto de ley.
- new laws are published and distributed in “gazettes” they may organize in
“code”.
CASE LAW (jurisprudencia)
- Case law is in written form and generally contains a brief synopsis of the facts
of the cae, an analysis of the legal principles that apply, and a statement of
the court's decision.
- The prior decided cases create “precedent”.

OTHER SOURCES OF LAW

- Legal doctrine: analyses and interpretations of the law made by scholars and legal
experts.
- Custom (costumbre): is a regular course of conduct observed uniformly and
voluntarily by the people. is created by the people, by the unconscious adoption of a
certain rule of conduct whenever the same problem arises for solution and its
authority is based on nothing but ist long continued use and recognition.

Why do we have laws ?

Why do we need them ?

● Introduction to legal thinking

Legal thinking/analysis can be applied on any área of life:

● Since all areas of human life are - in one way of another governed by laws
(often more than one) - every kind of problem of life can be submitted to a
legal analysis.
 ● Modern life is unthinkable without law being one of the variables that
determines it.
● Differences between social norms/moral and religious norms/legal norms are
not at all clear cut. Interwine with each other in more than one way:
directly/indirectly.
❖ Examples most visible in criminal law and public/administrative law
regulations.
❖ But also in international law (the principle of comity) and private law
(pacta sunt servanda).
● Morality as a common value basis for interpretation.

Different perspectives
- A legal analysis of a real life área or problem does not imply only one perspective.
- Legislative perspective (political and teleological: that is connected with a final end) -
the academic legal analyses.
- Adjudicative (judge´s) perspective (instrumental and technical) - the law school and
law student analyses.
- Lawyer's perspective (law as an instrument for individual benefits) - the practitioner´s
analyses.

- Law making:
● State monopoly?
● As a starting point: YES - Principle of Sovereignty
● States can confer their sovereign rights however, to each other and
international institutions.
● Why is this important?
● Because of the limited external effect of the States legislative power.
● Without cooperation on a legislative level every state would stand on its own
and not be able to establish common regional and global practices.

- How is Law made?

● In a domestic setting this is setted by constitutional law.
❖ National law does not merely (simplemente)consists in rules dictating
obligations/rights to govern individual behavior, it also consists in rules
for its own production and application.
● Is an international setting this is settled by general principles of international
law which all basically can be referred back to an agreement among Nation
States.
❖ International law has no constitutive realm: there is no settled ()
law-making body. Every specific behavior-altering (conducta) law on
an international level must be agreed upon by al States to be
bound(limite) by it.
What law takes precedence? Conflicts of law.
● International Law vs. National Law = International law prevails (BUT,
international law only binds states and is dependent on national law to get a
specific and fixed content).
● State´s National Law vs. Same State´s National Law = Constitution decides.
Hierarchy and principles of interpretation.
● State´s National Law vs. Other State´s National Law = Private International
Law or Conflicts of Law.
❖ Private law matter dealt with different ways by two potentially
applicable laws. Which to choose? Settled by rules of conflict within
each national law international agreement on harmonization of conflict
rules.

- Branches of law:
● Law can be divided into two main branches: private law and public law.
❖ Private law: deals with the rights and obligations people have in their
relations with one another.
❖ Public Law: concerns the rights and obligations people have as
members of society and as citizens.
❖ Both private law and public law, can be subdivided into several
branches. However, the various branches of public and private law are
closely related, and in many cases they overlap.

- Private Law:
● The great majority of lawyers and judges spend most of their time dealing
with private law matters. Lawyers handle most of these matters out of court.
But numerous situations were violated.
● Private law can be divided into six major branches according to the kinds of
legal rights and obligations involved. These branches are
1. Contract and commercial law: deals with the rights and obligations
of people who make contracts. A contract is an agreement between
two or more persons that can be enforced by law. A wide variety of
business activities depend on the use of contracts. A business firm
makes contracts both with other firms , such as suppliers and
transporters, and with private persons, such as customers and
employees.

2. Tort: is a wrong or injury that a person suffers because of someone

else´s action. The action may cause bodily harm; damage a person
property, business, or reputation; or make unauthorized use of a
person's property. The victim may sue the person or persons
responsible. The law of tort deals with the rights and obligations
damage in traffic accidents. But if a tort is deliberate and involves
serious harm, it may be treated as a crime.
 3. Property law: governs the ownership and use of property. Property
may be real, such as land and buildings, or personal, such as a car
and clothing. The law ensures a person's right to own property.
However, the owner must use the property lawfully. People also have
the right to sell or lease their property and to buy or rent the property
of others. Property law determines the rights and obligations involved
in such dealings.

4. Inheritance or succession law: concerns the transfer of property

upon the death of the owner. Nearly every country has basic
inheritance laws, which list the relatives or other persons who have
first rights of inheritance. But in most Western nations, people may
give their property to persons other than those specified by law. In
such cases, inheritance law also sets the rules for the making of wills.

5. Family law: determines the legal rights and obligations of husbands

and wifes and of parents and children. It covers such matters as
marriage, divorce, adoption, and child support.

6. Company law: governs the formation and operation of business

corporations or companies. It deals mainly with the powers and
obligations of management and the rights of shareholders. Company
law is often classed together with contract and commercial law as
business law.

The dividing line between the various branches is not always clear, however. For example,
many cases of property law also involve contract law.

- Public Law:
● Public law can be divided into four branches:

1. Criminal law: deals with crimes - that is, actions considered harmful
to society. Crimes range in seriousness from disorderly conduct to
murder. Criminal law defines these offences and sets the rules for the
arrest, the possible trial, and the punishment of offenders. Law that is
not criminal law is defined as civil law, although this also has another
meaning, discussed later. Some crimes are also torts and the victim
may use damage under civil law.
In the majority of countries, the central government makes most of the
criminal laws. In some countries, such as Australia and the United
States, each state, as well as the federal government, has its own set
of criminal laws. However, the criminal laws of each state must protect
the rights and freedoms guaranteed by federal constitutional law.

2. Constitutional law: A constitution is a set of rules and principles that

define the powers of a government and the rights of the people. The
principles outlined in a constitution form the basis of a constitutional
 law. The law also includes official rulings on how a constitution´s
principles are to be interpreted and carried out.
Most nations have a written constitution. The common law tradition
differs. Common law countries rely on all the documents and traditions
that have contributed to their form of government. In most
democracies, the national constitution takes first place over all other
laws.
Conflicts between a constitution and other laws are settled by
constitutional law. In many countries, the courts have the power of
judicial review, under which they may overturn any laws judged to be
unconstitutional.

3. Administrative law: centres on the operations of government

departments. Administrative law is one of the most complicated
branches of law.
Governments set up many administrative departments to do the work
of government. They deal with such matters as education, public
health, taxation. Other departments administer social welfare
provisions, such as pensions and social security. In most cases, the
departments are established in the executive branch of government
under powers granted by the legislature. Administrative law consists
chiefly of:
1. The legal powers granted to administrative departments by the
legislature.
And,
2. The rules that the departments make to carry out their powers.

Administrative law also includes court rulings in cases between the departments and private
citizens.

4. International law: deals with the relationships among nations both in

war and in peace. It concerns trade, communications, boundary
disputes, methods of warfare, the uses of the ocean, and many other
matters. Laws to regulate international relations have been developed
over the centuries by customs and treaties.
The problem of rendering effective and enforcing International law.

● What happens when public law and private law merge? Like the conclusion of
an international treaty governing private law obligations?
❖ Harmonize private laws.
❖ Render applicable other instrument have?
❖ Its implementation depends on State´s constitutional structure for
applying foreign and international private law rules.
- Different systems of law:

● A legal system is the organization of the laws of a nation state.

● The system vary according to state´s socio-cultural traditions.
● Even though systems vary - all of the above mentioned fields of law can be
found within them in one form or another, under one name or another.
● Two most common kids of legal systems:
❖ Common law tradition (the Anglo-American tradition).
❖ Civil law tradition (the majority of the world´s states).

- The common - law system:

● Are based largely on case law - that is, on court decisions. The common-law
system began in Englad many hundreds of years ago.
● English common law developed from the rules and principles that judges
traditionally followed in deciding court cases.
Judges based their decisions on legal precedents - that is, on earlier court
rulings in similar cases. But judges could expand precedents to make them
suit particular cases. They could-also overrule (reject) any precedents that
they considered to be in error or outdated.
In this way, judges changed many laws over the years. The common law this
came to be law made by judges.

- The civil-law system:

● Based mainly on statues (legislative acts). The majority of civil-law

countries have assembled their statues into one or more carefully
organized collections called codes.
● Most modern law codes can be tracked back to the famous code
commissioned by the Roman emperor Justinian I in the A.D. 500´s.
Justinian´s code updated and summarized the whole of Roman Law. It
was called the Corpus Juris Civilis, meaning Bpdy of Civil Law.
● For this reason, legal systems that are based on the Roman system of
statue and code law are known as civil.law systems. This use of the
term civil law should not be confused with its use as an alternative
term for criminal law.
● In civil-law countries, such as France, Germany, and Mexico, the
statues, not the courts, provide the final answer to any question of law.
Judges may refer to precedents in making their decisions. But they
must base every decision on a particular statute and not on precedent
alone.
● Other systems. Many countries have patterned their legal system after
both civil law and common law. For example, Japan and most
Latin-American nations have assembled all their private law into a
code. But public law in these countries has been greatly influenced by
common-law principles, especially those that guarantee rights and
liberties of the people.
● What is the legal system of Argentina? Civil law.
Clase 2

Negotiable instruments

- Definition:

● A document that guarantees payment of a specific amount of money to a

specified person (the payee or assignee). It requires payment either upon
demand o at a set tume and is structured like a contract.
● Negotiable instruments are distinct form non-negotiable instruments in that
they can be transferred to diferent people, and, in that case, the new holder
obtains full legal title to it.
● Negotiable instruments contain key information such as principal amount,
interest rate, date, and, most importantly, the signature of the payor.
● IMPORTANT: Negotiability is conferred under DOMESTIC law (either by
statute or by rules established by market usage of recognized market). Giving
an instrument a particular name, or stating that it is negotiable, does not
confer negotiability.

- Summary definition:

● A negotiable instrument is a signed document that unilaterally promieses a

sum of payment to the golder of the document or a specified person.

- General Features:

● Negotiable:
❖ Transferable to different parties.
❖ New holder obtains the full legal title to it.

● Freedom of the holder:

❖ Take the funds in cash or transfer to another person.
❖ Paid on demand or at a specified date.

● Contract-form:
❖ Signed by the issuer of the document.
❖ Exact amount to be paid is indicated on the document.

- Formal requirements:

● Must be in writing: The writing can be on anything that is readily transferable

and that has a degree of performance.
● Must be signed by the maker o drawer.
● Must be a definite order or promise to pay.
 ● Must be unconditional: Payment cannot be expressly conditional upon the
occurrence of an event.
● Must be of a fixed, certain sum.
● Must be payable in money.
● Must be payable on demand or at a definite time.
● Must be payable to order or bearer.

- Bill of exchange:

● A document that is normally used in international trade, that orders a person

or organization to pay a particular amount of money at a particular time for
goods or services.
● It contains a pre-determined date on which the payment is to be made to the
payee.
● 3 parties involved:
1. Drawer: the maker of the bill of exchange, who gives the order to pay
money to the third party.
2. Drawee: the person who agrees to make the payment to the payee.
3. Payee: the person who receives the payment.

- Promissory note: pagare

● It contains a written unconditional promise, stamped and signed by the

drawer, to pay a specified sum of money to a particular person or at the order
of the particular person.
● It is made by the debtor to borrow money from the creditor.
● Signature of the promisor, i.e drawer of the note, is a prerequisite.
 ● The date on which the note is payable should be fixed, as well as the amount
to be paid.

- Check:

● A check is a written, dated, and signed instrument that directs a bank to pay a
specific sum of money to the bearer.
● The person or entity writing the check is known as the payor or drawer, while
the person to whom the check is written is the payee. Payor and payee can
be the same person. The drawee, on the other hand, is the bank on which the
check is drawn.
● A check is always payable on demand, i.e. the amount is paid to the bearer of
the instrument at the time of presentment of the check.
● Checks are generally written against a checking account.
 - Endorsement:
● Endorsement means signature of the holder (the individual who has lawfully
received possession) made with the object of transferring the instrument.
● It is the signature and message on the back of the back of the instrument to
either cash it, deposit it or to handover the rights of the instruments to
someone else.
● The payee of an instrument is the rightful person to make the first
endorsement. After that, the instrument can be endorsed by any party who
has become the holder of it.
● Just the signature means an endorsment in blank meaning that it is payable
to the bearer. This way an order instrument can be converted into a bearer
instrument.
● The opposite is a so-called full or special endorsement - after such an
endorsement it is only the endorsee who is entitled to receive the payment of
the instrument.

clase 3

Law of contracts

- The concept and sources of contractual obligations; Legal definition, classification

and effects of contracts; General contract law principles.

- What is a contract?:
● An agreement between two or more (private) parties that creates mutual
obligations.
● Oral agreements suffice (except for specially regulated kinds of contracts).
 ● If a contract is not respected, the suffering party may take a legal action
(enforce the obligation and / or end the contract, and / or be compensated) for
the loss suffered
.

- Definition in Argentinean law CCCN:

● Contract is the legal act by which two or more parties express their consent to
create, adjust, modify, transfer or extinguish legal relationships relating to
property rights.

- Breaking down this definition:

● Legal act
● Two or more parties
● Express their consent (intent - subjective criteria to make an agreement).
● Create, adjust, modify, transfer or extinguish.
● Legal relationship related to property rights.

- Elements of a valid contract:

● An offer
● An acceptance
● Consideration (exchange of assets / value)
● Legal intent:
● Parties have legal competence:

- The agreement = offer, accept and consideration:

● Mutual agreement between the parties that reflects their respective intent.
● Their minds must meet - one party´s offer must correspond to the other
party´s idea of the consideration (the worth) of that offer.
● The best evidence for agreement is to make the contract in writing.

- Offer and acceptance:

● There is usually no form required for the offer - part autonomy.
● May have a set time limit, if not - remaining open for a “reasonable time”.
● Acceptance means agreeing to terms of the offer (specifying the
consideration of both parties). If an offer is accepted with changes added,
then most legal systems consider this as a counteroffer (i.e, a new offer).

- Consideration:
● Something of value given by both parties to a contract that induces the, to
enter into the agreement to exchange mutual performances.
● It may consist of a promise to perform an act or to refrain from doing an act
that one is legally entitled to do.
● Consideration must have a value that can be objectively determined. A
promise to make a gift or a promise of love is not enforceable because of its
subjective nature.

- Legal intent:
 ● The contract must have the purpose to be of a legal character (family member
promises excluded) and it cannot be formed about illegal activities.
● A contract will be void if it is based on fraud or duress and sometimes also
mistakes.

- Legal competence:
● There are legal criteria determining who holds the legal capacity to contract.
● Minors lack capacity to make most contracts.
● Persons with mental incapacity lack contract capacity.
● Persons affected by drugs or alcohol may sometimes lack capacity to form a
contract (the determination hinges upon state of vulnerability and if the
intoxication was voluntary).

- Breach of contract:
● When a party fails to fulfill its obligation under the contract.
● Sets into movement a new series of legal obligations (to preserve the
contract, to repair the damage, to make up for loss).
● A court of law can decide whether a breach has been conducted and what
consequences - new legal obligations - should follow.

- Classification of contracts:
● Unilateral, bilateral and multilateral contracts: 90% bilateral or multilateral
contracts.
● Aleatory and commutative:
● Formal and informal:
● Nominate / innominate:

- Unilateral and bi / multilateral:

● A distinction used less and less.
● Has traditionally been determined by whether the consideration is mutual or
unilateral.
● Easy determinations: donation - nothing is expected in return.
● Hard determinations: unilateral conditional promises.
❖ Example: a promise to drive my friend to our job two days a week and
her reciprocal promise to drive me two other days is a bilateral
contract. My promise to pay my friend X amount of pesos each day
she drives me to work is a unilateral contract. My promise to pay is the
consideration for the performance but her actual driving me is the only
consideration for my promise.
❖ Bilateral contracts were said to bind both parties the minute the parties
exchanged promises as each promise was deemed sufficient
consideration in itself. Unilateral contracts were said to bind only the
promisor until the promisee accepted by performing the obligation
specified in the offer. Until performance by the promisee, no
consideration was made.
 - Aleatory contract:
● Is a contract where the performance of one party is dependent on the
occurrence of a particular event beyond the control of either party - typical
form of insurance contract.

- Commutative contract:
● Is a contract in which what is done / promised by one party is considered as
equal to act / promise of the other party. A sales contract is an example of a
commutative contract where both parties receive similar benefits from the
contract.

- Formal and informal contracts:

● Formal contracts are those that require certain formalities in order to be valid.
For example the sales contract of real estate.
● Informal contracts are those that do not require any special form in order to
be valid. The parties to the contract decides.
● Nominate and innominate contracts:
● Nominate contracts are those that pertain to a special category which is
regulated by special contracts laws. In these contracts - sales, insurance,
lease, consumer - there are contractual rights that follow without the need for
the parties to have stipulated so in their contract.
● Innominate contracts are those that do not pertain to a legal category. In such
a contract, it is only the contract that determines the legal obligations and
rights of the parties.

- General contract law principles:

● Freedom of contract within the limits of specific contract law and public law
and order.
● Principle of autonomy - the contract has binding effects upon its parties as
long as they desire unless law provides a necessary modification or
termination.
● Good faith when entering into, interpreting and executing a contract.
● Protection of the weaker party - one reason for legislation affecting the
principle of autonomy.

FECHA 22/4

- Themes of lecture:
● Formation of contract (repetition).
● Interpretation of contracts.
● Termination of contracts.
● Remedies.

- General formula of contracts:

●
- Offer and acceptance:
● The general rule is that a contract exists when the other party accepts the
offer on when the behavior of the parties evidences the existence of an
agreement (article 971 CCCN).
● Argentinian doctrine now affirms that there is evidence of will (expressed
orally or through writing, or backed by any other kind of evidence) when the
party knows or was supposed to know about such will (Article 983 CCCN).

- Acceptance:
● Acceptance must reflect the offer´s representation of the consideration to
conclude the contract.
● Any amendment to the offer shall be understood as a new contract, which
must be admitted by the offeror (Article 978).

- Interpretation of contracts:
● Good faith when entering into, interpreting and executing a contract
(Article 961):
❖ A duty to not to do anything that will destroy or injure the right of the
other party to receive the benefits of the contract.
❖ There is no specific definition of this concept / rule / obligation so here
courts will have a wide discretion to determine its scope.
❖ “Good faith” can generally be understood as honesty in a person's
conduct during the agreement.
❖ In general, the duty of good faith and fair dealing means, for example,
that parties cannot: evade the spirit of the bargain, lack diligence or
slack off, perform incorrectly on purpose, abuse their power when
specifying the terms of a contract, or interfere with or fail to cooperate
in the other party's performance.

● Plain meaning rule:

❖ A rule in statute or contract interpretation: when the language is
unambiguous and clear on itr face the meaning of the statute or
contract must be determined from the language of the statute contract
and not from extrinsic evidence.
 ● Partie´s intent: diligent person:
❖ A balancing exercise between subjective and objective
determinations.
1. When interpreting a contract, the court attempts to give effect
to what the parties intended;
2. what the parties intended is in most systems to be assessed
objectively, not subjectively ; and
3. the meaning of the terms of a commercial contract are to be
determined by what a reasonable business person would
understand those terms to mean.

● Court-supplied terms:
❖ Implied terms: the filling of gaps in contracts
1. The court can imply terms by law, and,
2. by fact

❖ Terms implied by law: if the court implies a term in law into a

particular contract, then that term will also be implied into all other
(existing and future) contracts of the same type. The court does this
as a matter of reasonableness and public policy.

❖ Terms implied by fact: the court can also imply into a contract, based
on the facts of a particular case, to reflect the parties´ intentions for
their contractual relationship (even if these intentions had hot been
made explicit).

- To discuss:
● Why do courts fairly often have to interpret the meaning of contracts?
● What is the purpose of contractual interpretation?
● What tools do the courts use in interpreting contracts?
● What is the social cast of insisting upon a written contract in a business
setting? What are the benefits?

- Termination of contracts:
● There are number of ways a contract may be brought to an end, including:
❖ where one party is in breach of contract entitling the other party to
terminate the contract (termination for breach of contract).
❖ where one party is entitled to rescind the contract by reason of the
other party´s ,misrepresentation, undue influence or duress
(rescission).
❖ where a contract is void by reason of mistake, non est factum or
statute (void contract).
❖ where the parties agree to bring the contract to an end (discharge by
agreement, agreed recission).
 ❖ where the contract provides for termination in the event of force
majeure (force majeure).
❖ where some unforeseen event prevents the parties from reforming the
contract (frustration).

- Remedies for contract breach:

● When there has been a breach of a contract, the non-breaching party can
seek remedies available under the contract law.
● Most remedies will involve monetary compensation (money damages) but
sometimes non-monetary relief can be afforded the injured party.
● Basic remedy - pecuniary (monetary) compensation for loss of benefits that
would have been obtained had the contract been respected.

- General and special damage:

● General damage is compensation for such damage that is a direct and natural
result of the breach - no requirement of foreseeability
● Special damage is compensation for such damage that is related to special
circumstances to the transaction in question - special damage comes with a
requirement of foreseeability.
● Foreseeability = when it can be established that the damage was
foreseeable to the breaking party at the time of entering into the contract.

- Reliance damage:
● When proof of expected damage - as required by the pecuniary
compensation for loss - is missing then damage can be calculated upon
reliance ; i.e, the fact and the cost for the injured party relied upon in order to
enter into the contract.
● This compensation is aimed at returning the injured party to the status quo
ante the contract.

- Stipulated damage:
● Contracted fixed sum of money or formula for calculating loss in the event of
breach.
● Sometimes connected to other remedies, such as the right to repair.

- Exemplary or punitive damage:

● Usually only permitted if specially provided for by special law and when the
breach is accompanied by a tort e.g. fraud.
● Damage afforded with a purpose to punish in order to deter others from doing
the same thing.

- Specific performance:
● Non-monetary relief: order to do something. Requires specific circumstances.
E.g, sale or real estate that has been sold by seller to a third party.

- Other remedies:
 ● Rescind or cancel contract - undo contract from the beginning.
● This is often the consequence of when there has been a default by a party
(default = non-material breach of contract, such as when there is an omission
or failure to perform what is stipulated by the contract).
● Special contract laws (contract of sales of goods) stipulates other kinds of
remedies: right to reject flawed goods; right to return, demand to have good
repaired or replaced, etc.

29/4

- Review on contracts:
● Definition of contract
● Elements of a contract
● Formation of a contract: the general rule is that a contract exists when the
other party accepts the offer or when the behavior of the parties evidences
the existence of an agreement (Article 971 CCCN).

Contracts for the sale of goods

- Definition: A contract for the sale of goods is a contract by which a party agrees to
transfer the ownership of goods and the other party agrees to pay a monetary price.

- ¿What domestic legislation and international rules apply to a sale of goods

contract?:
● The main domestic legislation governing contracts is the Argentine Civil and
Commercial Code (CCC), which has been in force since 2015.
● Internationally, Argentina is a party to the UN Convention on Contracts for the
International Sale of Goods 1980.

- Are standard international contractual terms commonly used?:

● The CCC conflict of law rules allow the parties to an internatinañ contract to
choose the applicable law, except for consumer contracts.
● It is common for parties to international trade agreements to incorporate the
International Chamber of Commerce (ICC) international commercial terms
(Incoterms) 2010 or other standard contractual terms.

- Elements of a contract for the sale of goods:

● Parties:
1. Seller
2. Buyer

● Price: In money. Must be fixed or determinable. If not stated > market price
presumption. Currency: it can be local or foreign.
 ● Good: Any good that may be subject matter of a contract. Legal, possible,
determinable + monetary value. It cannot be contrary to good morals, good
customs, public order or detrimental to third parties´ rights.

- Differences with other contracts:

● Barters vs. Sale: By the contract of barter or exchange, one of the parties
binds himself to give one thing in consideration of the other´s promise to give
another thing; whereas, by the contract of sale, one of the parties binds
himself to deliver a thing in consideration of the other´s undertaking to pay the
price in money or its equivalent.

● Service Contract vs. Sale:

● Lease vs. Sale:

- What are the essential requirements to create a legally enforceable contract for
the sale of goods?:
● Substantive requirements:
❖ The CCC regulates the formation of contracts. Under the CCC, a
contract is formed when either the:
❏ Offeror receives acceptance of the offer from the offeree.
❏ Actions of the parties provide sufficient evidence of the
existence of an agreement.
❏ The offer can be accepted by the offeree expressly or tacitly,
through an action that shows willingness to accept the offer (for
example, payment of the price).

- The general principle is that the offeree must fully accept all the terms of the offer.
Any amendment made to the offer by the offeree will be considered as a
counter-offer.

- The CCC also recognises preliminary contracts, which are agreements to enter into a
contract in the future, but the final contract must be concluded within a year.

- Letters of intent are documents in which the parties agree to negotiate an agreement
on a certain basis. Letters of intent are interpreted restrictively and are not deemed
offers unless they meet the requirements of an offer.

- Formal requirements:
● The CCC recognizes informal contracts. Only certain contracts are subject to
specific formalities.
● With respect to sales contracts the principle is freedom of form. Most formal
requirements apply to sales of registered assets:
❖ Real estate
❖ Registered vehicles
 ❖ Cattle
❖ Racehorses
❖ Ships
❖ Aircrafts
❖ Weapons

● Yes, it is customary and wise to execute sales contracts in writing.

- Price:
● The price can be determined in the contract or the contract can refer to a
formula or method for its determination. In certain agricultural commodity
agreements, it is customary to determine the price by reference to the market
price on the delivery date or to allow the seller to set the price at a certain
point in time.
● If the price is not determined in the agreement, the parties are deemed to
have agreed on the market price generally payable for the goods in question
at the time of execution of the contract, unless there is evidence to the
contrary (CCC).

- Time and Place of Payment:

● Party autonomy: the parties can freely choose them.

● If the agreement is silent on the time of payment, payment must be made
upon delivery of the goods.
● If the agreement is silent on the place of payment, payment must be made at
the domicile of the buyer when the obligation was created. If the buyer has
changed domicile, the seller can request that payment be made at the
buyer´s old or new domicile.

- Currency:

● The price can be determined in the domestic currency or a foreign currency. If

the price is determined in a foreign currency, the general principle is that the
buyer can pay its equivalent in the domestic currency (section 765, CCC).
● Domestic laws may differ in terms of regulation of currency and method of
payment.

- Delivery:
● If there are no express delivery provisions in the agreement, the goods must
be delivered within 24 hours of execution of the agreement, unless
commercial customs and usages provide otherwise.
● The place of delivery is the place agreed by the parties or the place
determined by the relevant usages and customs. The parties can agree that
delivery must be made by putting the goods at the disposition of the buyer at
a certain place agreed by the parties (section 1149, CCC).

- The following rules apply if the place of delivery is not agreed by the parties:
 ● In contract for the sale of specific goods, the goods must be delivered at the
place where the goods were located at the time of the agreement.
● In contract for the sale of unascertained goods, the goods must be delivered
at the domicile of the seller.
● Unascertained goods: goods that are not specifically identified at the time a
contract of sale is made. For example: in a contract for the sale of 100 pieces
of chairs, the seller has to deliver 100 pieces of chairs that answer the
contract description. If there is no specific description, then the seller may
deliver any kind of chairs.
- Delivery can be:
● Physical, when the goods themselves are delivered to the buyer.
● Symbolic, when documents or an item representing the goods are delivered
to the buyer (for example, a bill of lading or keys).
● Made by the parties themselves, a representative or an agent (such as the
transporter).

- The parties can agree that goods in transit are delivered by assignment or
endorsement of the transport documents.

- The seller must pay the delivery expenses, unless otherwise agreed.

- If not agreed by the parties, when does title to the goods pass to the buyer:
● Title to the goods passes to the buyer when the buyer acquires possession of
the goods. This usually happens when the goods are delivered by the seller
and received by the buyer (which is known as tradición or tradition).

- If not agreed by the parties, when does risk in relation to the goods pass to the
buyer?:
● The general principle is that risk in relation to the goods passes to the buyer
when title is transferred to the buyer (CCC).
● The parties often incorporate incoterms for the passing of risk, so that risk will
pass to the buyer in accordance with the chosen terms. When provisions
generally used in international sales are included in domestic sales they are
given the same meaning as in international sales, unless the circumstances
indicate otherwise (CCC).

- What are the seller's obligations in relation to the description and quality of the
goods?:
● The seller must deliver goods that are adequate to what the contract
requires. The goods will be deemed adequate if they:
❖ Are fit for their ordinary purpose.
❖ Are fit for any special purpose expressly or impliedly made known to
the seller by the buyer.
❖ Are packaged in the customary manner for the goods, or if there is no
customary manner, in a manner that is adequate for conserving and
protecting them.
❖ Conform to the sample, in a sale by sample.
- If the seller has delivered non-conforming goods before the agreed delivery date, the
seller can replace those goods or cure any defect until the agreed delivery date,
provided that this does not create inconvenience or excessive expenses for the
buyer. However, the buyer will have the right to claim compensation for any damage
suffered.

- Warranty of title:
● Warranty of title is implied by law:
❖ The seller must guarantee good title to the goods. This means that the
seller must have the right to transfer ownership and no one else may
have rights to the property.
❖ The buyer has the right to demand a compensation for damages if this
warranty is breached.

- Warranty against hidden defects:

● The seller is liable for title defects and hidden defects of the goods (CCC).
● The buyer must notify the seller of any hidden effects within 60 days of their
appearance. Failure to notify within the 60-day period extinguishes the seller's
liability, unless the seller knew or should have known of the defects.
● The right to take legal action expires after 6 months from receiving the goods
or the date they start to be used (or after 3 years if real estate). This period
can be extended contractually.
● The seller is not liable for defects that the buyer knew or should have known
about when buying the goods.

- A hidden defect:
● Makes the goods unfit for their purpose, due to a structural or functional
defect.
● Diminishes the usefulness of the goods to such an extent that, had the buyer
known of the defect, it would not have bought the goods or the price would
have been substantially lower.

- Remedies for hidden defects:

● Terminate the contract by resolution (returning the goods and demanding the
purchase price); or
● Demand a reduction in the price.
● In every case, the buyer may claim damages.
● If the hidden defect is not as serious as to make the goods totally unfit for
their purpose, the seller may be given the opportunity to repair the defect or
the buyer may ask for equivalent goods.

- Remedies for breach of a sales contract:

● A party to a sales agreement can claim specific performance and
indemnification of the damages suffered as a result of a breach of contract.
Indemnification covers actual losses, loss of profit and loss of chance. →
 ● If the breach is related to the performance of an obligation that is essential to
the purpose of the contrat, the non-breaching party can terminate the contract
and claim damages. The contract can also be terminated in cases expressly
provided for in the agreement. →
● On termination of the agreement, any pending obligations are extinguished
and the parties must restitute the price and goods.

- In the case of non-delivery of the goods, the buyer can:

● Request specific performance and compensation for damages.
● Terminate the agreement and seek damages.
● Buy the goods from a third party at the expense of the seller.
● In the case of late delivery, the buyer can request compensation for damages.

- Liability exclusion clause:

● Contractual provisions that limit or exclude liability (EXCLUSION CLAUSE)
are generally enforceable, unless they are included in a consumer contract.
● Exclusion clauses are only valid if they are individually negotiated by the
parties.
● Exclusion clauses are not enforceable if they are abusive or contrary to good
faith, good morals or mandatory provisions of law. Additionally, clauses
excluding liability for fraud or malice are unenforceable.
FECHA 6/5

- Lease:
● Definition: a lease is created when a property owner (the offeror) makes an
offer to another party (the offeree), and the offeree accepts the offer. The offer
must authorize the offeree to possess and use property owned by the offeror
for a certain period of time without gaining ownership.
● The offeror is the lessor and the offeree is the lessee in the lease agreement.
The lease contract gives the lease the right to use property in exchange for a
periodic payment of rentals.

- Lease agreement:
● Is an essential document between landlord (lessor) and tenant (lessee).
● It must not be made in writing to be valid but for evidentiary purpose it must
be written. (Argentinean civil law rule on form requirement).
● The parties may agree on the purpose of the leased property.

- Terms and conditions:

● Terms: a lease agreement must be made for 3 years at a minimum
regardless of lease destination (purpose of property)* (and for a maximum
term of 20 years).
● The tenant may not be required to pay rent in advance for longer than one
month.
● For lease agreements intended for residential use, the rental price can only
be updated annually and according to a fixed formula (detailed in the CCC)
based on information published by the Central Bank.
● ***Exceptions***: tourist purposes, storage, fairgrounds, property intended
for embassies, consulates or international organizations.

- Obligations of the lessor:

● Preservation of the property - repairs required due to deteriorations in its
quality or defect, originated by any cause not attributable to the lessee.
● Urgent repairs: lessee must notify lessor. After the lessor´s silence (minimum
24h), the lessee may carry out repair at the expense of the lessor.
● Non-urgent repairs: lessee must notify lessor. 10 days for lessor to organize
reparation.

- Frustration of use:
 ● Lessee may request termination of contract or to stop paying the rent for the
period s/he cannot use or enjoy the property for causes not attributable to
her/him.
- Lessee's obligation:
● Payment of charges and contributions.
● Only usual expenses must be paid by lessee - usual expenses are those
related to normal and permanent services available to the lessee.
● Lessee should not pay taxes that encumber the property nor extraordinary
common expenses.
- Early termination:
● After 6 months from the execution of the lease agreement, the notice to
terminate agreement shall be sent one month in advance.
● Residential lease agreements, if the lessor sends notice of termination with 3
months or more anticipation, no compensation is applicable.

- Continuation of lease contract:

● General rule for contracts: death is cause of termination.
● In a lease contract for residential purposes, the death of the lessee does not
mean that family members must move. Question of interpretation.
● If the lessor dies, the contract continues.