Browsing by Author "Zalewski, Leszek"
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Item Konwencja o umowach międzynarodowych sprzedaży towarów - uwagi krytyczne(Wydział Prawa i Administracji UAM, 1991) Zalewski, LeszekThe Author discusses selected aspects of the United Nations Convention on Contracts for the International Sale of Goods of 1980. It came into force on 1 Jan. 1988, and has already been ratified by 30 states. Poland is not party to that Convention, yet taking into account the provisions of the Polish private international law it is highly probable that the provisions of the Convention will be "the proper law" for many sale contracts concluded by Polish companies with foreign partners. The Convention is considered by many international commercial law experts to be a carefully drafted and relatively modern legal act. However, the Author focuses his attention on some selected compromise solutions which may constitute a real danger for consistency of interpretation, and thus may be subject to criticism. In particular, the Author points to a scope of application of the Convention, to an excessively wide notion of the principle of the autonomy of the will, and to the reduction of the position of the bona fide principle to the role of the rule of interpretation. In the Author's opinion a weak point of the Convention is its silence on controversies debated in contemporary legal literature, such as the conclusion of contract by negotiations or the role of commercial letters of confirmation. However, despite his criticism, the Author concludes that Poland should ratify the Convention without delay.Item Problematyka funkcjonowania samorządów załóg w przedsiębiorstwach wspólnych (spółkach handlowych)(Wydział Prawa i Administracji UAM, 1984) Zalewski, LeszekQuestion of joint venture staff participation in managing affairs of their company is the subject of studies presented in this article. It is worth noting that joint ventures are. presently one of new forms of state enterprises. They have to operate in a form of companies on the grounds of Polish trade law7. The opinimi is expressed in the article that the Act of Sept. 30, 1981 on workers' self-management in state enterprise is not in force de lege lata in sstate joint ventures (commercial companies). Adopting a contrary opinion would make essential legal norms of the Self-Management Act collide with norms of commercial code regulating commercial companies. It can be proved by comparing the key competence matters of partners' assembly in limited liability company with lay down competence of workers' council. The opinion of indispensable future changes of legislation was also expressed, they should be aiming at appointing institution of workers' self-management in joint ventures (commercial companies). Some examples of foreign regulation prove that workers' self-management can also function in commercial companies. Be lege ferenda, representatives of workers' management have to be introduced to supervisory boards of commercial companies, the scope of their competence should be considerably extended then.Item Spółki handlu zagranicznego — próba oceny w świetle założeń reformy gospodarczej(Wydział Prawa i Administracji UAM, 1985) Zalewski, LeszekThe article is another attempt at discussing controversies concerning the fact of establishing and the legal structure of associations of capital in the Polish foreign trade. According to a circumstance that the State Treasury represented by the Minister of Foreign Trade owns at least 51°/o of shares in every company, it can be advocated that The State Enterprise Act can not be a base for constituting those companies. The controlling interest of the State Treasury effects that rules of functioning of those companies are to a large extent departing from basic regulation of the economic reform (principles of independence — self containment — of economic subjects, of forms and the scope of supervision excercised by the founding organs). De lege lata they can be established according to the rules of law only on the grounds of Commercial Code provisions. On account of incompatibility of a legal structure of the discussed companies with the essential principles of the economic reform, the assessment of rules and effects of their activity has to be performed and the advisability of stautory elimination of the indicated inconsistencies must be considered.Item Zawieranie umów przy użyciu wzorców nienormatywnych(Wydział Prawa i Administracji UAM, 1989) Zalewski, LeszekThe author, noting that general conditions of contracts are widely used in international commercial transactions, focuses his attention on the problems of the so-called battle of forms. The latter includes the situation when e.g. a buyer makes an offer on his own printed form of a contract while a seller accepts that offer on the form whose content is different from the content of the offeror's from. The overwhelming majority of such transactions are carried out without any trouble and thus the question of validity of a contract does not arise. However, if one of the parties intends to evade the performance of his obligation, or if delivered goods are defective, the question appears whether the contract was validly concluded and what is the content of such a contract. The author analyses the ways of eliminating such "battles" adopted in selected legal systems (USA, West and East Germany, Great Britain) and in the light of the United Nations Convention on Contracts for the International Sale of Goods of 1980 and the General Conditions of Delivery of Goods 1968-1975 (in the 1979 version). Finally, the author presents the rules of settling the conflicts of forms in the Polish civil law. It does not regulate separately the above question; instead, general rules of making and accepting offer are applicable. In effect, if an offeree accepts an offer using the from the content of which differs from the content of the offeror's form, the offer is deemed rejected and the new offer, this time made by the offeree, comes into existence. However, if the offeror collects a delivery and pays the price, such a behaviour is regarded as an implied consent (to the offeree's conditions (Art. 60 of the Civil Code). The above solution is advantageous to the party who was the last to send his/her form "the last shot" rule). An objection against the conclusion of a contract on conditions set forth by the other party contained in one or both forms does not change much the above image. However, in some circumstances it may be of importance for the interpretation of the parties declarations of will in the light of Art. 65 of the Civil Code.