1999年中国《合同法》第二条对contract定义为: A contact in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons, legal persons or other organizations”.根据这一定义,合同是平等主体之间设立的确定民事权利和义务的协议。

Steven H.Gifts编著的”Law Dictionary”中将contract 定义为”contract is a promise, or a set of promises, for breach of which the law gives remedy, or the performance of the which the law in some way recognize as a duty.”根据这一定义,合同是一种承诺,违反承诺可以得到法律救助,某种意义上法律将 履行该承诺看做是一种补偿。

  L.B Curzon 在其编撰的字典”A Dictionary of Law”给contract的定义:”Contract is a legally binding agreement”根据这一定义,合同就是有法 律约束力的协议。

  综合起来,有一个相同点,就是”Contract is an agreement”,即可将合同说成是”An agreement which binds the parties concerned”或者说合同说成是”An agreement which is enforceable by law”,也可以说:Contracts are promises that the law will enforce.



  L.B “A consensus of mind, or evidence of such consensus, in spoke or written form, relating to anything done or to be done.”根据这一定义,协议是对已经做或准备做的相关事宜,经过谈判、协商后取得一致意见,以口头或书面形式做出的约定。

   Black “Law Dictionary”有两个定义。一个是:”A concord of understanding and intention between two or more parties with respect to the effect upon their relative rights and duties, of certain past or future facts or performance”根据这一定义,协议即双方或多方京某些过去或将来某些事实的相关权利、义务或相关权利、义务的履行而达成的一致理解和愿望。

   另一个是:”The consent of two or more persons concurring respecting the transmission of some property, right or benefits, with the view of contacting an obligation, a mutual obligation.”根据这一定义,协议即两个或多个当事人,为了约定单方责任或相互责任,就财产权利、利益的转移取得的一致同意。




  L.B Curzon编著的”A Diction of Law”提到:”Contract generally involves”:

  1.offer and absolute and unqualified acceptance (要约和绝对接受);

  2.consensus ad idem (意思表示一致,也叫meeting of minds);

   3.intention to create legal relations(建立合同关系的意愿);

  4.genuineness of consent(同意的真实性);

  5.contractual capacity of the parties(合同当事人的缔约能力);

  6.legality of object(标的物的合法性);

   7.possibility of performance(履行的可能性);

  8.certainty of terms(条款的确定性);

  9.valuable consideration(等价有偿)。



Black ‘Law Dictionary” 中解释道:Although often used as synonyms with “contract”, agreement is a broader term, agreement might lack an essential element of a contact.”即”协议”和”合同”经常用作同义词,但”协议”这一术语含义更广,例如协议可能缺乏合同的必备条款(essential clauses/provisions)。

  实际使用当中,协议可不受必备条款的限制,而称为合同的文体肯定少不了必备条款,有的合同将其单列,称为一般条款(General provisions)。


   1.title or name and domicile of the parities(当事人的名称或姓名和住址);

   2.contract object(标的);



   5.price or remuneration(价款或者报酬);

  6.time limit, place and method of performance (履行期限、地点和方式);

  7.liability for breach of contract(违约责任);

  8.methods to settle disputes (解决争议的方法)。



Contract and agreement 合同和协议 (MP3)

Contract and agreement 合同和协议

1. A contract cannot arise out of an illegal act.


2. A contract is established when the acceptance becomes effective.


3. A contract may be modified if the parties reach a consensus through consultation.


4. A person is not liable for debts contracted during his minority.


5. A transaction between two parties ought not to operate to the disadvantage of a third.


6. An acceptance once given cannot be revoked unless the offeror consents.


7. An acceptance is a statement made by the offeree indicating assent to an offer.


8. An offeror may withdraw an offer at any time before it has been accepted.


9. Any amendment to this contract shall become effective only by a written agreement by Patry A and Party B.


10. Any annex is the integral part of this contract.


11. Any departure from the terms and conditions of the contract must be advised in writing.


12. Any failure by a party to carry out all or part of his obligations under the contract shall be considered as a substantial breach.


13. Any party has no right to terminate this contract without another party’s agreement.


14. Any violation of deadlines contained in the contract will equate to breach of contract.


15. Contract law is initially concerned with determining what promises the law will enforce or recognize as creating legal rights.


16. Examples of void contracts are those entered into as a result of misrepresentation, duress or undue influence.


17. He is incompetent to sign the contract.


18. He reasonably believes that there will be a fundamental non-performance of the contract by the other party.


19. He signed a covenant against under letting the premises.


20. He was incapable of fulfilling the terms of the contract.


21. If a contract becomes invalid, the validity of its independently existing clauses pertaining to the settlement of disputes shall not be affected.


22. If a minor ratifies a contract upon reaching the age of majority, he or she is then bound to it.


23. If any of the above-mentioned clauses is inconsistent with the following additional clauses, the latter is to be taken as authentic.


24. If there are provisions as otherwise stated in respect to contracts in other laws, such provisions shall be followed.


25. If there is no acceptance, by definition there is no contract.


26. In case of heavy losses, failure of a party to fulfill the obligations prescribed by the contract or force majeure, the contract may be terminated.


27. Lawfully established contracts shall be protected by law.


28. Marine insurance contracts are indemnity contracts and require the parties to exercise the utmost good faith.


29. No changing or modification of this Agreement shall be valid unless the same is made in writing.


30. No consideration, no contract.


31. Other special terms will be listed bellow.


32. Party A and B have reached an agreement through friendly consultation to conclude the following contract.


33. Parties hereto may revise or supplement through negotiation matters not mentioned herein.


34. Payment will be held up until the contract has been signed.


35. Please amend your copy of the contract accordingly.


36. Promises resulting from either express or an implied agreement can be enforced.


37. She did not abide by the terms of the agreement.


38. The agreement is binding on all parties.


39. The agreement of the parties is subject to review and approval of the board of directors.


40. The conditions of the contract are still to be determined.


41. The contact has been engrossed ready for signature.


42. The contract has to be signed in the presence of two witnesses.


43. The contract was declared null and void.


44. The contract was annulled by the court.


45. The express agreement of parties overcomes the law.


46. The following documents shall be deemed to form and be read and construed as an integral part of this contract.


47. The issue of this action is the date of the contract.


48. The parties may dissolve the contract upon consensus through consultation.


49. The parties shall, when making a contract, have corresponding capacity for civil rights and civil conduct.


50. The parties to a contract shall fully fulfill their obligations pursuant to the terms of the contract.


51. The parties to the contract have equal legal status, and neither party may impose its will in the other.


52. The use of a prescribed contract form can reduce the uncertainty.


53. They took the unilateral decision to cancel the contract.


54. This Agreement and the schedules hereto constitute the entire agreement between the parties relating to the subject mater hereof.


55. This contract is executed in three counterparts, all of which are considered as originals and of the same effect.


56. This contract will be effective after being signed by both parties.


57. This offer will be lapsed automatically after the time limit.


58. We hereby revoke the agreement of May8,2004.


59. What is left unmentioned in contract may be added there as an appendix.


60. You have to get the permission of all the signatories to the agreement if you want to change the terms.



Insurance 保险 Real property 不动产
Process 传票 Judge 法官
Law 法律 Court 法庭
Citizens’ right 公民权利 Company law 公司法
International law 国际法 Negligence 过失行为
Partnership 合伙 Contract and agreement 合同和协议
Environment protection 环境保护 Marriage and family life 婚姻和家庭
Prosecutor 检察官 Traffic 交通
Encumbrance 财产负担 Police 警察
Jurisprudence 法理 Lawyer 律师
Offense 犯罪 Instrument 票据
Jurisdiction 管辖权 Appeal 上诉
Customs and tariff 海关和关税 Death penalty 死刑
Settlement 和解 Costs 诉讼费
Shipping and maritime law 货运和海商法 Juvenile delinquency 未成年人违法
Loan and lease 借贷和租赁 Punishment 刑罚
Legislation 立法 Remedy 救济
Jury 陪审团 Contempt of court 藐视法庭
Tort 侵权 Bankruptcy 破产
Trial 审判 Tax 税收
Pleading 诉辩状 Litigation 诉讼
ownership 所有权 Agency 委托代理
Consumer’s right 消费者权益 Trust 信托
Criminal law principles 刑法原则 Criminal investigation 刑事侦察
Medical care 医疗保健 Duty 责任
Transaction 业务交易 Bidding 招投标
Plaintiff and Defendant 原告和被告 Intellectual property 知识产权
Debt 债务 Will and Succession 遗嘱和继承
Securities 证券 Gift 赠与
Arbitration 仲裁 Evidence 证据

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