Cancellation vs Avoidance of a contract Hey I was reading a International Commercial Sale of Goods Contract and I saw this provision: Effects of avoidance in general 12.1 Avoidance of this contract releases both parties from their obligation to effect and to receive future performance, subject to any damages that may be due. 12.2 Avoidance of this contract does not preclude a claim for damages for non-performance. 12.3 Avoidance of this contract does not affect any provision in this contract for the settlement of disputes or any other term of this contract that is to operate even after avoidance.&quot; Why did the contract writer use avoidance here instead of an easier term &quot;Cancellation&quot; ?
The term avoidance, as opposed to cancellation, is an implicit reference to Articles 81-84 of the Convention on the International Sale of Goods (CISG), which uses the term &quot;avoidance&quot; rather than &quot;cancellation.&quot; This multilateral treaty language is referenced because the CISG is the governing law for most International Commercial Sale of Goods Contracts. Why does the CISG itself use of the term &quot;avoidance&quot; rather than the term &quot;cancellation&quot;, which is more familiar and idiomatic in American legal English? Probably because the term &quot;avoidance&quot; produced the most understandable and consistent translations into the multiple languages in which equally authoritative version of the CISG are drafted.
The advertisement is simply an invitation to treat. The lease was the contract offer, and your signature and payment were acceptance of that offer. The advertisement doesn't bind either party (other than as prohibited by deceptive advertising statutes), and you are allowed to negotiate an offer that differs from the invitation to treat.
But even then, to my understanding, a contract can't prohibit a party from seeking legal remedies. You are mistaken. A contract settling a bona fide dispute regarding people's legal rights can mutually (or unilaterally for that matter) release or waive their legal rights. In fact, a waiver or release of rights is routinely a part of a settlement agreement. Hundreds of thousands, if not millions, of such agreements are entered into every year and they are almost always enforced. Sometimes, but not always, a settlement agreement will also call for a dismissal of a case with prejudice, which (roughly) means a dismissal that prohibits refiling a case involving the same subject matter.
In business dealings, you would have a contract with a company, not with its owner. The new owner inherits both the assets and liabilities of the company. It's up to the buyer of the business to do due diligence before buying the company. The old owner may escape obligations to clients and suppliers once the sale of the business is complete, but the new owner could sue the old owner for fraud. (It may be possible to escape some liabilities by declaring bankruptcy, but that's not the situation you described. One unethical accounting trick that a company can use is to split the company into two corporations such that one branch inherits the liabilities, and it go defunct.)
Written Contract If there was a written contract, the fact that it wasn't signed is not relevant. While a signature is evidence of agreement with the terms there are other ways that acceptance can be indicated: like you paying them $600. Wrong Information Where the error is fundamental to the performance - e.g. you needed shipment to Alaska and they were offering shipment to Alabama, the contract would be void ab initio. That is, it never happened and everyone needs to be returned to their original positions as far as possible. However, in general, an error by one or the other party in their understanding of what was agreed does not invalidate the contract. For example, if you told them it was a "small" dog because it was small for a Great Dane but under an objective classification, it is, in fact, a "large" dog the contract must be completed and either you or they wear the additional cost of doing so. Whether they are entitled to ask for additional payment "due to some wrong information" depends on who took the risk under the contract for its correctness? Barring a specific term, the risk usually lies with the party that provided the "wrong information" but some contract will assign the risk for one party's errors to the other party - subject to a requirement to act in good faith. If they are not entitled to additional payment, they have to perform the contract for the original fee. If they are entitled, then you have to pay a reasonable price increase - you are not generally entitled to cancel. All of this turns on the specific terms of the contract and the exact nature of the "wrong information". Consumer Protection Law CPL in your state or their state or both will almost certainly have something to say about this beyond common law rules of contract.
Because your legal fees and contract damages are not "in addition to" your risk; they are your risk. If you pay the retainer and lose, you don't lose anything more than the retainer and damages. If you pay the retainer and win, you don't win anything more than the retainer and damages. The only kind of argument I can see here is that you're incurring some kind of psychic cost by enduring the uncertainty surrounding the litigation, but I can't remember ever seeing a case -- in Florida or elsewhere -- in which the court recognized taking on risk as a compensable harm, especially in a contract case, where damages are much more limited than in other kinds of cases. Risk is just a necessary feature of an adversarial legal system.
Depending on the circumstances, it may be irrelevant whether or not the the terms of service contain an express clause dealing with inaccurate information. For example, in England and Wales and Northern Ireland, under section 2(1) of the Fraud Act 2006, if you dishonestly make a representation which is untrue or misleading with the intention to make a gain or cause someone a loss you will commit the offence of fraud. This could arise for example if you give a false name intending to obstruct the other party from being able to pursue you for any breach of your contractual obligations (e.g. non-payment for services). As for whether or not you would breach any clause in the contract requiring you to provide accurate information, it's very hard to say without seeing the exact wording and context of the clause.
Contracts are a relationship between two or more people Just as it is meaningless to speak of marrying yourself, it is equally meaningless to speak of a contract with yourself. Even if you were to draft such a thing, you would not have standing to sue because you can’t sue yourself. Your example probably isn’t a “one person contract” It’s a contract between the car owner (person 1) and the car yard (person 2) - probably a corporation. The fact that person 1 is representing both parties to the contract doesn’t make it a “one person contract”. There are potential conflicts of interest with this but they are not necessarily ones that can’t be overcome. However, if the car owner runs a business as a car dealer as a sole trader, then, no, they cannot make this kind of contract.