Farid Khalilzade

Khazar University
Economics and Business Law
 Richard Stone “The Modern Law Of Contract”/
Cavendish Publishing Limited / 2002 / ISBN
1-85941-667-5 /
https://epdf.pub/queue/the-modern-law-
of-contract-5th-edition.html

 Civil Code of AR
 Agreement shall mean unilateral,
bilateral or multilateral
expression of will directed at
emergence, modification and
termination of civil legal
relationship. (art. 324 of Civil
Code)
 Example for unilateral – Power of attorney

 362.1 Power of attorney shall be a written

authority given by one person to another for
the purpose of representation before third
persons. Represented may present a written
authority of representative to conclude
agreement directly to relevant third person.
 3 types of PoA (in theory):
◦ Special
◦ General
◦ For One time

.
 362.3.1 powers of attorney of military servants and other persons being on
medical treatment in hospitals, sanatoriums and other military-medical facilities
certified by a director of such facilities, deputy director of its medical unit, senior
doctor and doctor on duty;

 362.3.2 powers of attorney of military servants, as well as powers of attorney of

workers and servicemen, their family members and family members of military
servicemen — in settlements where military units, divisions, bodies and military
training schools are deployed but where offices of notary public or other bodies
carrying out notary operations are not available, certified by commander (head) of
such military unit, division, body or school;

 362.3.3 powers of attorney of persons in places of detention certified by a

director of relevant detention facility;

 362.3.4 powers of attorney of physical persons residing in institutions of social

protection of population reaching the age of majority and having action capacity
certified by management of that institution or director (his deputy) of relevant
body of social protection of population
 362.5 Power of attorney (PoA) on behalf of
legal entity shall be issued by signing of the
PoA of its manager or other person
authorized by its charter and by stamping of
PoA of that entity’s seal.
 363.1 …the PoA may be issued for any term.
In the event period has not been indicated in
the power of attorney, it shall be valid for the
period of 1 year from the day of its
conclusion.
 Power of attorney not indicating its date of
conclusion shall be void.
 365.1.1 expiry of period of validity of a power of attorney;
 365.1.2 performance of actions stipulated in a power of
attorney;
 365.1.3 termination of a power of attorney by person
issuing it;
 365.1.4 refusal of person issued with a power of attorney;
365.1.5 liquidation of legal entity on behalf of which a
power of attorney has been issued;
 365.1.6 liquidation of legal entity in name of which a
power of attorney has been issued;
 365.1.7 death, recognition as lacking action capacity,
having restricted action capacity or missing without notice
of physical person issuing a power of attorney;
 365.1.8 death, recognition as lacking action capacity,
having restricted action capacity or missing without notice
of physical person issued with a power of attorney.
 365.2 Person issuing a power of attorney may
terminate it or terminate its delegation to
another person at any time, and person
issued with a power of attorney may refuse
from it at any time.

 Consequences of termination of power of

attorney
 A contract shall mean an agreement between
two or several parties on the establishment,
modification or termination of the civil rights
and obligations. (art. 389 of CC)
 A contract is a legally binding agreement that
recognises and governs the rights and duties
of the parties to the agreement.
 2 or more parties.
 Has two main aspects:

• The first is that it is the individual’s choice whether or

not to enter into a contract, and if so with whom – in
other words, the freedom to contract, or ‘party
freedom’.

• The second is the freedom to decide on the content

of the contractual obligations undertaken, or ‘term
freedom’. This allows parties to make unwise, and
even unfair, bargains – it is their decision, and the
courts will not generally intervene to protect them
from their own foolishness.
 397.1 A contract, under which one party shall
have to receive payment or other consideration
for the performance of its obligations, shall be a
toll contract.

 397.2 A toll free contract shall be the one, under

which one party shall be obliged to provide what
ever to the other party without receiving any
payment or other consideration.

 397.3 A contract shall be deemed a toll one, if

nothing otherwise results from this Code or the
contents of the contract.
 It is based on an exchange of promises.

 It is executory. This means that the contract is formed,

and obligations under it arise, before either side has
performed any part of it.

 It involves an ‘exchange’, so that each side is giving

something in return for the other’s promise. It is the
existence of this mutuality (given effect through the
doctrine of ‘consideration’) which generally gives rise to
enforceability.

 The content of the contractual obligations is determined

by deciding what the parties agreed, or what reasonable
parties in their position would have agreed,
 Disputes about a contract can generally be
determined by asking what the parties pressly or
impliedly agreed (or should be taken to have
agreed) in the contract itself. This is sometimes
referred to as the ‘will theory’ of contract.

 The transaction is discrete, rather than being part

of a continuing relationship.

 The role of the court is to act as ‘umpire’ or

‘arbiter’, giving effect to the parties’ agreement.
In particular, it has no role in deciding whether or
not the transaction is ‘fair’.
 The type of contract which most closely fits
the above paradigm is probably the
commercial contract for the sale of goods,
where the buyer and seller agree that at some
agreed date they will exchange the ownership
of goods of a specified type for a specified
sum of money.

 Gifts? Is there a real exchange?

407.2. Simple written agreement shall be
considered from the moment of its signing in
accordance with relevant procedure, and the
agreement requiring notary approval- from
the moment of its approval in accordance
with relevant procedure.
 408.1 A proposal to enter into a contract (an
offer) is deemed made, when such a proposal,
addressed to one or several persons, with the
availability of a consent (acceptance), contains
the offering person’s readiness to fulfil its
proposal. The offer must contain sufficient terms
of the contract.
 409.1 Acceptance shall mean a reply of the
person, whom the offer was addressed to, with
his consent. Acceptance must be complete and
unconditional.
 407.1 A contract shall be deemed done at the
moment the person making an offer receives its
acceptance.
 An offer may be defined as an indication by one
person that he or she is prepared to contract with
one or more others, on certain terms, which are
fixed, or capable of being fixed, at the time the
offer is made.

 For example, the statement ‘I will sell you 5,000

medical masks for 1,000 AZN ’ is an offer.

 ‘I will buy from you 500 shares in X Ltd, at their

closing price on the New York Stock Exchange
next Monday’.
 Sometimes a person will wish simply to open
negotiations, rather than to make an offer
which will lead immediately to a contract on
acceptance.

 If I wish to sell my car, for example, I may

enquire if you are interested in buying it. This
is clearly not an offer.
 What is the counter-offer?

 Time for acceptance (limit or silence).

 Auction?

 Tender?
 Subject
 Contract effect
 Price
 Time frames
 Duration of the contract
 Legislation
 Requisites
 Without Power of Attorney
 On the basis of PoA
 THANK YOU!