BBA
Dr Ewa Wójtowicz, UWr
COMMERCIAL
CONTRACTS 1
COMMERCIAL LAW
The body of law that applies to the
formation, structure, operation
and dissolution of businesses
(entrepreneurs) as well as legal
relations involving entrepreneurs.
BUSINESS (ENTREPRENEUR)
Art. 43 1 Civil Code:
Entrepreneur is a natural person, a legal
person or an organisational unit deprived
of legal personality but having legal
capacity under provisions of a separate
Act, conducting economic activity and/or
professional activity on its own behalf.
ECONOMIC ACTIVITY
Art. 3 of the Business Law
A profit – making organized activity conducted on its own behalf in a continuous fashion.
• profit – making;
• continuous;
• conducted in an organized form;
• conducted in entrepreneur’s own name.
COMMERCIAL CONTRACT
Commercial contract – bilateral or
multilateral juridical act of an
entrepreneur carried out within
the scope of their business or
professional activity.
COMMERCIAL CONTRACT– characteristics:
i. often long term contracts,
ii. standardization --> standard contract terms, iii. high degree of the freedom of contract,
iv. professional due care standard (art. 355 Civil Code),
v. security and certainty of trade, special trust relationships between the parties,
vi. complexity.
Art. 355 Civil Code [Due care].
§ 1. A debtor is obliged to use the care commonly required in relations of a given type (due care).
§ 2. The due care of a debtor in his business
activity is specified with consideration taken
of the professional nature of this business.
Art. 353(1) Civil Code [Freedom of contract].
Parties executing a contract may arrange
their legal relationship at their discretion
so long as the content or purpose of
the contract is not contrary to the
nature of the relationship, the law or
the principles of community life.
CONTRACT OF SALE - DEFINITION
Art. 535 Civil Code:
By a sale contract, the seller commits to transfer to
the buyer the ownership of a thing and to hand over
the thing, and the buyer commits to collect the thing
and to pay the price to the seller.
CONTRACT OF SALE – essential provisions
The essential provisions (essentialia negotii):
of a contract of sale include the indication of
the object of the seller’s performance
(subject matter of a sale, or thing/item
sold) and the price.
OBLIGATIONS OF THE PARTIES
SELLER:
releasing the thing/item and
transferring the ownership of the
thing to the buyer.
OBLIGATIONS OF THE PARTIES
BUYER:
the duty to pay the price agreed upon
and a duty to collect the thing.
WARRANTY AGAINST DEFECTS
Defects
A physical defect exists where the thing is not in accordance with the contract.
• A legal defect: a) the thing is owned by the third party, b) the thing is encumbered with a third party’s right,
c) there are restraints to use or dispose the thing resulting from a judgement or a decision of a competent body.
In case of sale of rights, the seller is also liable for the
existence of the rights.
WARRANTY AGAINST DEFECTS
