VAN LANG UNIVERSITY

FACULTY OF FOREIGN LANGUAGES

ENGLISH FOR
CONTRACT & BUSINESS LAW
ENGLISH
FOR
CONTRACT &
BUSINESS LAW
 Schedule
Unit
Unit 1: An Introduction to
1 Contracts and Business Law

Unit 2: Basic Unit 6: Contents of a

2 6
 Documents Business Contract

Unit 3: Overview of Unit 7: An Analysis of a

3 7 Sales Agreement
Business Contracts

Unit 4: Contractual Unit 8: Modes of

4 8
language (1) payment

Unit 5: Contractual
5
language (2)
9 Revision  E-learning: U3 + U6
 Unit 1:
BASIC DOCUMENTS
 Contents
01 INQUIRIES/ENQUIRIES

02 OFFERS

03 COUNTER OFFERS

04 REPLIES to COUNTER OFFERS

05 ORDERS/ ACCEPTANCE LETTERS

06 MINUTES OF TALKS

05
07 MEMORANDUM OF UNDERSTANDING
 SEQUENCES
Inquiry

SELLER
BUYER
Offer
Counter-offer
Reply to counter-offer / firm offer
Acceptance letter/order/contract
Acknowledgement  shipment
Taking delivery  making payment
Receiving payment  sending receipt
Claim/Complaint
Handling claim/complaint
 INQUIRIES
Dear Sir, Self-introduction product
We are an importer of foods and beverages, with 200 outlets in Germany and Belgium. As we need
approximately 200 MTS of Vietnamese coffee (Robusta) monthly, we would ask you to submit to us a
special offer of Robusta coffee. Your quotation should include your best prices, terms, and delivery
dates. What to inquire
Yours sincerely,
Dear Sir, How the B get infor. @ the S Product
From your advertisement in The Economic Review, we note that you are in a position to
offer, at attractive prices as you declared, a lot of used molds and dies for use with plastic
injection molding machines and metal die casting machines for the manufacture of sinks and
kitchenware. We would request you to provide us with a comprehensive quotation for all
your stock with such information as: What to inquire
① Description of mold; ② Principal dimensions and weight of the mold; ③ Weight of plastic
or metal product molded; ④ Material of which the mold is made and the coating thereof; ⑤
Heat treatment; ⑥ Service life.
In case we place an order, what technical documents such as working drawings, test reports
or certificates, etc. could be supplied?
Yours faithfully,
 INQUIRIES
1 2 3 4
WHO AIMS WHAT TO
INCLUDE NOTES

The Ask/inquire @: - Self-introduce - Do not mention the limit to

Buyer - Specification - Mention how to the price
- Price get infor. - Make it brief and straight
- Delivery time - Mention what to to the point
- Payment term inquire - Make use of expressions
- Ability to supply - Hope for a for requesting
- Terms and reply - Not be binding but
conditions indispensable
- etc. - May not have b/c the Seller
offers first
 OFFER
Examples
EX1:
Dear Sir, Letter receipt acknowledgment Reply to requirements
Thank you for your inquiry on 20 October. As you requested, we are
enclosing our latest price list and samples of our Robusta coffee to you. We
are sure that after having compared it with other blends of coffee, you will
find our prices reasonable for this excellent quality of coffee.
Our terms of payment are D/P for the first order.
Should you place further orders, we are willing to allow you three months’
credit.
We look forward to receiving a trial order from you, which we shall execute
promptly and carefully.
Yours faithfully,
Hope for a transaction
 OFFER
EX1: Examples
Dear Sir,
We acknowledge receipt of your letter dated April 17, 2021, from
which we note that you wish to have an offer from us for 80 metric
tons of the mentioned goods for shipment to Odense.
In replying, we are sending to you, subject to your reply reaching us by
April 29 Hanoi time, the following offer:
“80 metric tons of cashew nuts, F.A.Q. 2021 Crop, at the US $250 per
metric ton CIF Odense, shipment during May/June with the exception
of insurance which will cover All Risks for 110% of the total invoice
value."
As no liner is available from Ho Chi Minh city to Odense, the parcel will
have to be transshipped to Copenhagen. Please note that additional
cost from Copenhagen to Odense is included in the quoted price. We
look forward to your early reply.
Yours sincerely,
 OFFERS
1 2 3 4
WHO to WHAT TO
AIMS NOTES
WHOM INCLUDE

The - To introduce the - Acknowledge - provide the buyer with info.

Seller/ product/service receipt of inquiry @ price, terms of payment,
Offeror - OR To reply an - Response to all specification, delivery
to inquiry from the questions from details, etc.
The Buyer the Buyer / - Express the intention to
Buyer introduce the establish a business
/Offeree product/service relationship with the buyer
- Hope for a reply - May provide a “firm offer”
 COUNTER-OFFERS
Examples

Dear Sir, Acknowledge the receipt of offer

Thank you for your price list and the samples you sent us on 28th October.
Compared with other coffees, the quality is indeed higher, and so are your prices,
particularly in the face of competition from new areas of coffee production in
Columbia. Give suggestion/negotiation Mention the disagreement

Could you reduce your prices by 20% so that we can make a special introductory
offer? Once our customers have bought your coffee and after they have tasted it,
there will be a much better chance of selling at regular prices.
Yours faithfully,
 COUNTER-OFFERS
Examples
Dear Madam, Acknowledge the receipt of offer
We thank you for your Quotation No. 97028. A comparison between this Quotation
and your Quotation No. 97001 for our last order shows that you are now quoting
for container shipment and are raising your price by 2%. Mention the disagreement
Admittedly, there is some slight increase for washing machines in the market
price, we would like to point out that since your present Quotation is on CPT terms,
Give suggestion/negotiation
freight for container shipment is lower than the usual freight, the increase in
price can be well set off by the saving in freight and therefore the unit price of
this order should be the same as that of our last order. Please consider our
comments and let us have your confirmation by email. Ask for consideration &
confirmation
Yours faithfully,
 COUNTER-OFFERS
1 2 3 4
WHO to WHAT TO
AIMS NOTES
WHOM INCLUDE

The - To request a - Acknowledge - May give explanation of

Buyer to concession, a receipt of the offer disagreement (if any)
The change of terms - Mention the - Price negotiation should
Seller or conditions disagreement be done within the
- To negotiate - Give suggestions/ validity period
negotiation
- Hope for
consideration &
confirmation
 REPLIES TO COUNTER-OFFERS
Example:
Dear Ms. Merkel, Acknowledge the receipt of offer Refuse the buyer’s suggestion
We have carefully studied your email of 29th, March. As our two firms have
done business with each other for so many years, we would like to grant your
request to lower the prices of our polo shirts. However, there are difficulties.
Our cost of raw materials has risen sharply in the past three months and
reducing prices by 10% as you mentioned could not be done without considerably
lowering our standards of quality. This is something we are not prepared to do.
Instead of a 10% reduction on polo shirts, we suggest a reduction of 5% of all
lines on order for US $1,000 or more on orders of this size so we could manage
to make the reduction without lowering our standards. Give other suggestion
We hope you will agree to our counter suggestion and look forward to receiving
regular orders from you as in the past.
Yours sincerely, Ask for consideration &
confirmation
 REPLIES TO COUNTER-OFFERS
1 2 3
WHO to WHAT TO
AIMS
WHOM INCLUDE

The - To accept or ACCEPT THE REFUSE THE COUNTER-

Seller to refuse a request COUNTER-OFFER OFFER
The - Acknowledge receipt of
for a concession, - Acknowledge
Buyer a change of terms receipt of the the counter-offer
- Mention the
or conditions counter-offer
- Mention the disagreement with
agreement explanation
- Hope for - Give suggestions/
consideration & negotiation
- Hope for consideration
confirmation
& confirmation
 ORDERS/ ACCEPTANCE LETTERS
Examples
Example 1:
Dear Sir,
Thank you for allowing us a price concession. We confidently hope that this will
result in increased sales to our mutual advantage.
We now order 200 MTS of Robusta coffee as per your sample sent on 27
October for November shipment.
May we ask for three months’ credit for the next order? Please let us have your
order acknowledged by return.
Yours sincerely,

Example 2:
Dear Sir,
We are glad to inform you that we have accepted your offer dated July 1st,
2019. Please let us have your acknowledgment by email.
Yours sincerely,
 ORDERS/ ACCEPTANCE LETTERS
1 2 3
WHO to
AIMS NOTES
WHOM

The Buyer to - To assert the agreement on - absolutely unconditional

The Seller terms & conditions stated in - within the offer’s validity period
- esp. NOT by an offer - Replaced by a direct order
any third - To agree to conclude a
party contract
 MINUTES OF TALKS
1 2 3
WHAT IS WHAT TO
AIMS
IT? INCLUDE

- A brief - (P. 27-28)

- To avoid misunderstanding,
record of omissions or be as reminders
negotiation - to be the basis for
content concluding a contract later
- The official -
Be binding on 2 parties, but
transcript not legally binding
of the
conversatio
n
 Memorandum of Understanding (MOU)
vs Memorandum of Agreement (MOA)
SIMILARITIES:
- bilateral agreement btw the parties
- Not legally binding by the parties
- In support of drafting a contract later (if any)
 Memorandum of Understanding (MOU)
vs Memorandum of Agreement (MOA)
MOU vs
MOA
- Both parties agree on the - Both parties agree to the
contents of the memo objectives
- Usually includes statements of - Next step above a MOU
confidentiality
- Informal letter of intent: a - A legal document: Might
convergence of will between binding the parties to their
the parties, indicating an commitment on an agreed
intended common line of action, project
rather than a legal commitment
- No financial obligations or - With financial arrangements
committing resources and obligations
Group 2’s presentation