项目管理合同法（中英文）.ppt

Project Management Contract Law 项目管理和合同法 Outline（大纲） Legal System Layers 法定体系层 Sources of Law 法的来源 Contracts 合同 Legal system layers Sources of Law The US Legal System Based on English common law except in State of Louisiana Consists of two parts Legislative The common law Legislative law Determined by legislatures (US Congress and State Legislatures) Consists of Statutes Professional Engineering Licensing Laws (States) Occupational Health and Safety Act (US) Regulations Created by organizations like the Society of Professional Engineers. Contract Interpretation Principles THE PLAIN MEANING RULE (ALSO KNOWN AS PAROL EVIDENCE RULE) - When a contract is in writing that is not subject to conflicting meanings, a court will enforce the writing according to its plain meaning. Under this plain meaning rule, the meaning of the words must be determined from the face of the instrument-a court cannot consider evidence extrinsic to the document. 合同解释原理 字面意义原理 (亦称为PAROL 证据　原理) - 当一个合同是以书面形式存在而且不存在意思矛盾时，法庭将依据合同的字面意义使合同生效。 依据此字面意义原理, 合同中词语的意思必须由其字面意义来决定－－法庭不能考虑此合同之外的证据。 Ambiguities When the writing is ambiguous, a court will interpret the language to give effect to the parties intent as expressed in their contract. A court will not make or remake a contract nor interpret the language according to what the parties claim their intent was when they made it. In interpreting ambiguities, the following rules are generally applied: 模糊条款 当书面语言意义模糊时，法庭将对合同中的语言进行解释以便是合同方在合同中的意愿得以生效。法庭将既不会签订或重新签订合同也不会按照合同方在签订合同时所声称的意愿解释合同中的语言。在解释模糊条款时，通常情况下将采用以下原则。 Ambiguities 1. A reasonable, lawful, and effective meaning will be given to all of a contracts terms. 2. A contract will be interpreted as a whole; individual clauses will be considered subordinate to the contracts general intent. Ali writings that are part of the same transaction will be interpreted together, although terms that were negotiated separately will be given greater consideration than standardized terms and terms that were not negot