2026
BUSINESS LAW II
PRACTICE Q & A
KOEN HANEGREEFS
VUB
, Chapter 1: What is Business Law?
A. Syllabus Guiding Questions
Q: What is the legal definition of "law" and why does it matter to business?
A: Law is a body of rules, enforceable by government, that regulates conduct in society. For
business it produces stability and predictability: firms can structure transactions, plan
investments, and enforce contracts knowing an independent authority will uphold agreed rules.
Without law, commercial exchange depends on trust alone, dramatically raising transaction costs.
Exam tip: Link "stability and predictability" directly to commercial activity.
Q: How does law evolve, and what forces drive that evolution?
A: Law evolves as the moral values and cultural norms of society change. Historical milestones:
nomadic customs -> Code of Hammurabi (lex talionis) -> Greek democracy -> Roman/Justinian
Code (533 AD) -> early English common law (post-1066) -> Napoleonic Code (1804) -> modern
statutory law. Key drivers: shifting morality, economic change, technological development, and
political reform. Law can lag social change ("behind the times"), creating compliance and
reputational risk for businesses that track only current statutes rather than evolving public
expectations.
Exam tip: The Hyundai Georgia and Nazi Germany examples both show how morality and local legal
environment shape business decisions.
Q: What is the difference between Common Law and Civil Law systems?
A: Common Law (Anglo-Saxon, post-1066): built on accumulated judicial decisions (precedent);
judges actively develop law case-by-case; prior rulings are binding via Stare Decisis. Example
jurisdictions: USA, UK, Australia, Canada, Singapore. Civil Law (Roman-Germanic; Justinian Code
533 AD; Napoleonic Code 1804): built on comprehensive written codes; judges apply the code and
do not create law; prior decisions are persuasive but not formally binding. Example jurisdictions:
France, Germany, Belgium, Netherlands, Japan, Brazil. For an international business the distinction
matters because: (a) advertisements may or may not constitute offers; (b) acceptance timing differs
(mailbox vs. receipt rule); (c) consideration is required in common law but not in civil law (causa
suffices); (d) remedies for breach differ (anticipatory breach vs. Nachfrist).
Exam tip: Be ready to name five jurisdictions for each system and one practical business consequence.
1
Koen Hanegreefs | VUB
, Q: What is Stare Decisis and how does it create predictability for business?
A: Stare Decisis (Latin: "stand by the decision") requires courts to follow prior rulings of higher
courts within the same jurisdiction. A US Supreme Court ruling binds all lower federal and state
courts. Predictability: firms can read prior cases to forecast how a dispute will be decided and
structure transactions accordingly. Departure is possible only by the highest court overruling its
own prior decision (rare) or by a lower court "distinguishing" the facts. Civil Law achieves the same
goal of predictability through the code text rather than precedent.
Exam tip: Contrast with Civil Law: both systems aim at predictability but through different mechanisms.
Q: What is Conflict of Laws (Private International Law)? When does it arise?
A: Conflict of Laws is a set of procedural rules that determine which legal system and jurisdiction's
substantive law applies to a dispute involving a foreign element. It arises whenever a transaction or
dispute has connections to more than one legal system. The Yahoo! case is the paradigm example:
a US website hosted on US servers was accessible in France where the content was illegal,
triggering the question of which law governed.
Exam tip: Know the term "case of first impression" from Yahoo! -- used when no prior ruling exists on a point.
Q: What are the sources of international law?
A: The four primary sources: (1) international conventions and treaties (UN Charter, WTO
Agreements, Paris Agreement -- binding on signatory states); (2) customary international law --
general practice accepted as law (Polluter Pays Principle recognised by the ICJ); (3) widely
accepted general principles of law recognised by civilised nations; (4) subsidiary sources also used
in national law -- judicial decisions of international courts and scholarly writings.
Exam tip: List all four sources in order; the Paris Agreement and London Protocol (Ch. 23) are concrete exam
examples.
Q: How does the US 1st Amendment framework treat hate speech differently from German/EU
law?
A: US: The 1st Amendment creates near-absolute protection for speech; government cannot
regulate content based on viewpoint. Hate speech is protected unless it meets the "imminent
lawless action" test (Brandenburg v. Ohio, 1969) or the "fighting words" doctrine (Chaplinsky v. New
Hampshire, 1942). Underlying value: liberty ("marketplace of ideas"). Germany/EU: Basic Law Art. 1
makes human dignity inviolable; StGB ss130 (Volksverhetzung) criminalises public incitement to
hatred; EU DSA (2022) imposes active content-moderation obligations on platforms with >45
million EU users regardless of where they are established. Underlying value: dignity (post-WWII
constitutional design). Practical consequence: identical content may be fully protected in the US
but criminal in Germany/EU, forcing multinationals to build geo-targeted moderation systems.
2
Koen Hanegreefs | VUB
, Exam tip: Know the four categories of unprotected US speech (fighting words, incitement, defamation,
obscenity) and contrast with EU DSA and German NetzDG.
Q: What is the Digital Services Act (DSA) and why does it matter for non-EU platforms?
A: The DSA (Regulation 2022/2065) replaced the eCommerce Directive 2000 and imposes
mandatory content-moderation obligations on "Very Large Online Platforms" (VLOPs) with more
than 45 million monthly EU users, regardless of the platform's country of establishment. VLOPs
must review and remove illegal content, conduct annual risk assessments, submit to independent
audits, and face suspension of EU operations for non-compliance. For a US platform like Meta,
TikTok, or X, the DSA creates direct regulatory risk in the EU for content that would be fully
protected speech under the 1st Amendment -- effectively solving the enforcement gap that the
French court could not close in Yahoo! (2001).
Exam tip: The DSA is the modern legislative answer to Yahoo! -- know this link explicitly.
Q: How does international law impact daily life? Give three concrete examples from the
course materials.
A: (1) Driving in another country (#31): international agreements make national driver's licences
valid across borders -- enabling free movement for work and travel without retesting. (2) Free
movement within the EU (#39): the Schengen Agreement allows travel and work across EU borders
without passports or visas -- enabling student jobs across Belgium, Netherlands, and Luxembourg.
(3) Safer cross-border investment (#82): international securities regulation frameworks make it
safer to invest in foreign equity markets, enabling individuals to acquire shares in overseas
companies with legal protections.
Exam tip: Items #31, #39, and #82 from the homework reading are explicitly flagged in the slides -- memorise
the numbers and substance.
B. Case-Study / Applied Hypothetical Questions
Q: Yahoo! Inc. v. LICRA (2000-01): What were the key facts and what did the US court hold?
A: Yahoo! operated a US auction website allowing third parties to list Nazi memorabilia. Under
French Penal Code provisions, displaying or selling Nazi ideology items is a civil and criminal
offence. French NGO LICRA obtained a French court order requiring Yahoo! to block French users'
access to those listings. Yahoo! sued in US federal court, arguing the order was unenforceable in
the US. The US District Court held in Yahoo!'s favour (2001): a foreign court order that would compel
a US company to violate the 1st Amendment is not enforceable in the United States under the
public-policy exception to Conflict of Laws. The case was a "case of first impression" -- no prior
ruling had addressed whether a foreign country could regulate content on a US internet platform.
Exam tip: Three issues in one case: Conflict of Laws + internet jurisdiction + 1st Amendment vs. EU hate-
speech law. Know all three angles.
3
Koen Hanegreefs | VUB
, Q: Why is Yahoo! v. LICRA considered a landmark in internet and free speech law?
A: Yahoo! was the first major judicial confrontation between the global reach of the internet and
national sovereignty over online content. It established that 1st Amendment protection travels with
a US company's website even when accessed abroad, and that a US court will not enforce a foreign
judgment conflicting with core constitutional rights. It raised the still-unresolved debate: are
platforms like newspapers (editorial discretion) or telephone carriers (must transmit all speech)?
The case also foreshadowed the EU DSA, which now imposes takedown obligations directly on
platforms regardless of their country of establishment -- closing the enforcement gap the French
court could not close.
Chapter 4: Introduction to Contracts Law
A. Syllabus Guiding Questions
Q: Provide a legal definition of "contract."
A: A contract is a legally enforceable agreement, express or implied, formed by a meeting of the
minds through a valid offer and a precise acceptance of that offer, supported by consideration,
between parties with legal capacity, for a lawful purpose. Key insight: the contract exists in the
minds of the parties -- the written document is only evidence of that mental agreement.
Exam tip: Never call the written document a "contract" -- it is only evidence of the contract.
Q: What are the four essential elements of a valid contract?
A: (1) Capacity of the parties -- both must be legally competent (not minors, not insane). (2) Mutual
agreement (assent) -- valid offer + precise acceptance = meeting of the minds. (3) Consideration --
something of value given by each side (quid pro quo). (4) Legality of subject matter -- the purpose
must not violate law or public policy. All four elements must be present; absence of any one makes
the contract void or voidable.
Exam tip: Mnemonic: CALL (Capacity, Agreement, Legality, cLonsideration).
Q: Explain the difference between Express and Implied Contracts, including quasi-contract.
A: Express contract: stated in words, oral or written, with clear and definite terms -- e.g., a written
employment agreement. Implied-in-fact contract: inferred from the conduct of the parties; a
reasonable person would conclude an agreement exists -- e.g., ordering food at a restaurant.
Implied-in-law (quasi-contract): no actual agreement exists; a court creates an obligation to
prevent unjust enrichment -- e.g., a doctor treating an unconscious patient; compensation =
quantum meruit (current market rate). Key distinction: implied-in-fact is a real contract inferred
from conduct; quasi-contract is not a contract at all, merely an equitable remedy.
Exam tip: Examiners often test the quasi-contract definition -- know "unjust enrichment" and "quantum
meruit."
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Koen Hanegreefs | VUB
, Q: Distinguish bilateral from unilateral contracts; and executed from executory contracts.
A: Bilateral: promise exchanged for a promise -- both parties are bound from the moment of
agreement (e.g., buyer promises payment; seller promises delivery). Unilateral: promise exchanged
for an act -- the offeror is bound only when the offeree performs the requested act (e.g., "I will pay
you EUR 25 to mow my lawn" -- contract forms when the lawn is mowed). Executed: both parties
have fully performed -- nothing remains outstanding. Executory: at least one obligation remains to
be performed (e.g., deposit paid but delivery still pending).
Exam tip: In a unilateral contract, the consideration is the performance of the act itself, not a return promise.
Q: What is the legal significance of valid, void, and voidable contracts? Provide an example of
each.
A: Valid: meets all four requirements; enforceable by either party (e.g., standard commercial
contract for EUR 10,000 of goods). Void: no legal effect whatsoever; cannot be enforced by anyone -
- e.g., a contract to commit a crime, or one formed under physical duress (no mental assent).
Voidable: a binding contract but one party has the legal option to escape it -- the non-protected
party is fully bound; e.g., a minor's contract is voidable at the minor's option. Unenforceable:
contract technically exists but a procedural bar prevents enforcement -- e.g., oral contract for sale
of land (fails Statute of Frauds), or claim filed after the limitation period.
Exam tip: Void vs. voidable is a classic exam trap: void = no contract; voidable = contract exists but one party
can escape it.
Q: What are the key elements in an offer? Are advertisements valid offers under US vs.
French/Belgian law?
A: Three elements of a valid offer: (1) clear intent to be legally bound; (2) sufficiently definite terms;
(3) communicated to the offeree. Advertisements -- US/UK/Germany/CISG: ads are invitations to
treat (invitations to the public to make offers), NOT offers themselves; they lack specific addressee
and unconditional intent. Exception: an ad is an offer if sufficiently definite AND addressed to an
identifiable person or group (e.g., "first customer in door gets $100 off"). France/Belgium/PECL:
advertisements by professional retailers are treated as offers "while supplies last." Belgian law
aligns with France and the Principles of European Contract Law.
Exam tip: Country comparison: France/Belgium/PECL = offer; US/UK/Germany/CISG = invitation to treat (with
the definiteness exception).
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Koen Hanegreefs | VUB
, Q: What are four exceptions to the general rule that an offer can be freely revoked before
acceptance?
A: (1) Option contract: the offeror is paid consideration to keep the offer open for a specified period
-- breach if revoked early; the consideration does not credit toward the purchase price unless
stated. (2) UCC ss2-205 Firm Offer Rule: a merchant's written signed offer to buy or sell goods,
stating it will be held open, is irrevocable for the stated period (maximum 3 months). (3) Promissory
estoppel: if the offeree justifiably relied on the offer being held open to their detriment, the offeror is
estopped from revoking. (4) Unilateral contract -- commencement of performance: once the offeree
clearly begins the requested act, many courts hold the offeror cannot revoke.
Exam tip: The option contract requires actual consideration paid for the right to keep the offer open.
Q: What is the Mailbox Rule and how does the Civil Law Receipt Rule differ?
A: Mailbox Rule (common law -- US): acceptance is effective when dispatched by the offeree (the
moment a letter is posted or email is sent). Contract is formed at that instant; the offeror bears the
risk of a lost acceptance. Receipt Rule (civil law -- Belgium, France, EU default): acceptance is only
effective when received by the offeror. Contract forms later; the offeree bears the risk that a
delayed or lost acceptance means no contract. CISG Art. 18 also uses the receipt rule -- relevant for
international sales contracts.
Exam tip: In cross-border deals, the applicable law determines whether a contract exists if acceptance is sent
but not received.
Q: What is "adequate" consideration, and why do courts generally not examine it?
A: "Sufficient" consideration asks: is there any consideration at all on each side? Courts DO
examine this. "Adequate" consideration asks: is the consideration of fair or equal value? Courts
generally do NOT examine adequacy -- parties are free to make their own bargain; a person can
legally agree to pay EUR 500 for a pencil and the court will enforce it. Exceptions: (1) no
consideration at all; (2) gross inadequacy in equity cases as evidence of fraud or duress; (3)
tax/regulatory contexts. The civil law analogue is "causa" -- the reason/purpose of the contract --
which is presumed to exist and need not be stated.
Exam tip: Distinguish "sufficient" (does it exist? -- courts examine this) from "adequate" (is it equal? -- courts
normally do not examine this).
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Koen Hanegreefs | VUB
, Q: Describe key differences between Common Law and Civil Law contract regimes.
A: Key contrasts: (1) Source -- common law: judge-made precedent; civil law: statutory codes. (2)
Freedom of contract -- broader under common law; civil law implies more statutory protections. (3)
Offer revocability -- common law: freely revocable before acceptance (exceptions: option, UCC
firm offer); civil law (PECL): generally firm if reasonable reliance exists. (4) Advertisements --
common law: invitation to treat; France/Belgium: offer while supplies last. (5) Acceptance timing --
common law: mailbox rule; civil law: receipt rule. (6) Consideration -- required at common law;
replaced by causa (presumed) under civil law. (7) Breach remedies -- common law: anticipatory
breach doctrine, strict timing; civil law: Nachfrist notice, grace period, specific performance more
readily available.
Exam tip: This cross-cutting comparison is extremely likely to appear as a standalone exam question.
B. Case-Study / Applied Hypothetical Questions
Q: Carlill v. Carbolic Smoke Ball Co. (UK, 1892): Was the advertisement an offer, and why?
A: Carbolic placed an ad promising GBP 100 to anyone who caught influenza after using their
smoke ball as directed, depositing GBP 1,000 in a bank to demonstrate sincerity. Mrs. Carlill used
the ball, caught flu, and claimed GBP 100; Carbolic refused, arguing the ad was a mere "sales puff."
The Court of Appeal held the advertisement WAS an offer because: (1) it was sufficiently definite
(specific sum, specific conditions); (2) the bank deposit showed genuine intent to be bound. Mrs.
Carlill's performance (using the ball as instructed) constituted acceptance without prior
notification -- valid for a unilateral offer. This is the primary common-law exception to the rule that
advertisements are invitations to treat.
Exam tip: Two doctrines in one case: (1) advertisement-as-offer exception (definiteness + intent); (2)
performance as acceptance of a unilateral offer without prior notification.
Q: A buyer responds to a seller's offer of EUR 100,000 with "I accept, but I'll pay EUR 95,000."
Has a contract been formed?
A: No. A modified acceptance is a counteroffer under the mirror-image rule (common law). A
counteroffer simultaneously rejects the original offer and creates a new offer (EUR 95,000). The
original offer (EUR 100,000) is now legally dead and cannot be revived. If the seller subsequently
says "Fine, EUR 95,000" a contract is formed at EUR 95,000. If the buyer then says "Actually, I'll pay
EUR 100,000 after all," there is no contract -- the original offer was killed by the counteroffer and
cannot be accepted.
Exam tip: Civil law (PECL) is more flexible -- immaterial modifications may not prevent contract formation.
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Koen Hanegreefs | VUB
, Q: A restaurant customer eats food from a buffet and refuses to pay. What contract theory
applies?
A: This is an implied-in-fact contract: by sitting down, selecting food from the buffet, and
consuming it, the customer's conduct objectively manifests an intent to pay the advertised price --
a reasonable person would conclude an agreement to pay existed. Alternatively, if the customer
never intended to pay, a quasi-contract (implied-in-law) remedy applies -- the customer is unjustly
enriched and must pay quantum meruit (the reasonable market value of the food consumed). The
customer is liable in either analysis.
Exam tip: Implied-in-fact = real contract inferred from conduct; quasi-contract = court-created remedy for
unjust enrichment.
Chapters 5 & 6: Reality of the Contract; Capacity; Legality
A. Syllabus Guiding Questions
Q: What is "meeting of the minds" (mutual assent) and which theory do modern courts apply?
A: Meeting of the minds (mutual assent) is the mental condition -- manifested through words,
actions, or both -- where both parties genuinely agree to the same contractual terms. It is a required
element of every valid contract. Modern courts apply the objective theory: what would a reasonable
person have understood the words and conduct to mean? Secret or hidden intentions are
irrelevant. This protects reasonable reliance -- a party cannot escape a contract by claiming a
different private intent not manifested outwardly.
Exam tip: Subjective (old) vs. objective (modern) theory of assent is a frequent short-answer point.
Q: What are the six reasons mutual assent may be lacking?
A: The six defects that may undermine genuine mutual assent: (1) Mistake -- shared or individual
false belief about a material fact. (2) Fraud -- misrepresentation of a material fact, made knowingly,
with intent to deceive, justifiably relied upon, causing injury. (3) Innocent (Nonfraudulent)
Misrepresentation -- false statement made without knowledge of falsity and without intent to
deceive. (4) Duress -- coercion (physical or mental) depriving the party of free will. (5) Undue
Influence -- exploitation of a superior position in a confidential or fiduciary relationship. (6)
Unconscionability -- grossly one-sided terms in an adhesion contract or where there is substantial
inequality of bargaining power.
Exam tip: Contract status: physical duress = void; ALL others = voidable (at the innocent party's option).
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Koen Hanegreefs | VUB
, Q: What are the five elements of fraud, and what remedies are available?
A: All five elements must be present: (1) misrepresentation of a material fact (not mere opinion or
value); (2) made knowingly (scienter -- guilty knowledge or reckless indifference to truth); (3) with
intent to defraud (presumed when scienter is present); (4) justifiably relied upon by the innocent
party; (5) causing injury. Remedies: the defrauded party may either (a) rescind the contract and
recover consideration paid, OR (b) affirm the contract and sue in tort for compensatory damages
(and potentially punitive damages). Fraud is unique: it gives rise to both contract (rescission) and
tort (damages) remedies.
Exam tip: Innocent misrepresentation lacks elements 2 and 3 (no knowledge, no intent) -- rescission only, no
tort damages.
Q: Define Capacity. How does the law treat minors, intoxicated persons, and adjudicated
insane persons differently?
A: Capacity is the legally defined level of mental ability sufficient to reach a binding agreement.
Minors (under 18 in most states): contracts are voidable at the minor's option; the adult is fully
bound; the minor may disaffirm any time during minority or within a reasonable period after turning
18; ratification after 18 makes the contract binding ab initio. Exception for necessaries: minor
remains liable for reasonable value (quasi-contract). Intoxicated persons: voidable only if
intoxication was (1) severe enough to prevent understanding the agreement AND (2) apparent to the
other party; must restore the other party to status quo upon disaffirmance. Adjudicated insane: void
ab initio -- guardian handles all affairs. Not adjudicated but impaired at time of contract: voidable.
Not adjudicated and able to understand: valid and binding.
Exam tip: Three-tier capacity framework (adjudicated = void; not adjudicated but impaired at signing =
voidable; impaired but understands = valid) is a high-frequency exam topic.
Q: Why does the law give intoxicated persons less protection than minors?
A: Intoxication is a voluntary state -- the person chose to become intoxicated. Society does not seek
to protect a class of persons from their own freely chosen conduct. Minors, by contrast, are in a
fixed, involuntary status (age) that the law protects categorically. Additionally, two extra conditions
are required before an intoxicated person can void a contract (severe impairment AND apparent to
the other party), and the person must restore the other party to the status quo -- conditions that do
not apply to a minor's simple disaffirmance.
Exam tip: Voluntary vs. involuntary status is the core distinction -- state it explicitly in exam answers.
9
Koen Hanegreefs | VUB
BUSINESS LAW II
PRACTICE Q & A
KOEN HANEGREEFS
VUB
, Chapter 1: What is Business Law?
A. Syllabus Guiding Questions
Q: What is the legal definition of "law" and why does it matter to business?
A: Law is a body of rules, enforceable by government, that regulates conduct in society. For
business it produces stability and predictability: firms can structure transactions, plan
investments, and enforce contracts knowing an independent authority will uphold agreed rules.
Without law, commercial exchange depends on trust alone, dramatically raising transaction costs.
Exam tip: Link "stability and predictability" directly to commercial activity.
Q: How does law evolve, and what forces drive that evolution?
A: Law evolves as the moral values and cultural norms of society change. Historical milestones:
nomadic customs -> Code of Hammurabi (lex talionis) -> Greek democracy -> Roman/Justinian
Code (533 AD) -> early English common law (post-1066) -> Napoleonic Code (1804) -> modern
statutory law. Key drivers: shifting morality, economic change, technological development, and
political reform. Law can lag social change ("behind the times"), creating compliance and
reputational risk for businesses that track only current statutes rather than evolving public
expectations.
Exam tip: The Hyundai Georgia and Nazi Germany examples both show how morality and local legal
environment shape business decisions.
Q: What is the difference between Common Law and Civil Law systems?
A: Common Law (Anglo-Saxon, post-1066): built on accumulated judicial decisions (precedent);
judges actively develop law case-by-case; prior rulings are binding via Stare Decisis. Example
jurisdictions: USA, UK, Australia, Canada, Singapore. Civil Law (Roman-Germanic; Justinian Code
533 AD; Napoleonic Code 1804): built on comprehensive written codes; judges apply the code and
do not create law; prior decisions are persuasive but not formally binding. Example jurisdictions:
France, Germany, Belgium, Netherlands, Japan, Brazil. For an international business the distinction
matters because: (a) advertisements may or may not constitute offers; (b) acceptance timing differs
(mailbox vs. receipt rule); (c) consideration is required in common law but not in civil law (causa
suffices); (d) remedies for breach differ (anticipatory breach vs. Nachfrist).
Exam tip: Be ready to name five jurisdictions for each system and one practical business consequence.
1
Koen Hanegreefs | VUB
, Q: What is Stare Decisis and how does it create predictability for business?
A: Stare Decisis (Latin: "stand by the decision") requires courts to follow prior rulings of higher
courts within the same jurisdiction. A US Supreme Court ruling binds all lower federal and state
courts. Predictability: firms can read prior cases to forecast how a dispute will be decided and
structure transactions accordingly. Departure is possible only by the highest court overruling its
own prior decision (rare) or by a lower court "distinguishing" the facts. Civil Law achieves the same
goal of predictability through the code text rather than precedent.
Exam tip: Contrast with Civil Law: both systems aim at predictability but through different mechanisms.
Q: What is Conflict of Laws (Private International Law)? When does it arise?
A: Conflict of Laws is a set of procedural rules that determine which legal system and jurisdiction's
substantive law applies to a dispute involving a foreign element. It arises whenever a transaction or
dispute has connections to more than one legal system. The Yahoo! case is the paradigm example:
a US website hosted on US servers was accessible in France where the content was illegal,
triggering the question of which law governed.
Exam tip: Know the term "case of first impression" from Yahoo! -- used when no prior ruling exists on a point.
Q: What are the sources of international law?
A: The four primary sources: (1) international conventions and treaties (UN Charter, WTO
Agreements, Paris Agreement -- binding on signatory states); (2) customary international law --
general practice accepted as law (Polluter Pays Principle recognised by the ICJ); (3) widely
accepted general principles of law recognised by civilised nations; (4) subsidiary sources also used
in national law -- judicial decisions of international courts and scholarly writings.
Exam tip: List all four sources in order; the Paris Agreement and London Protocol (Ch. 23) are concrete exam
examples.
Q: How does the US 1st Amendment framework treat hate speech differently from German/EU
law?
A: US: The 1st Amendment creates near-absolute protection for speech; government cannot
regulate content based on viewpoint. Hate speech is protected unless it meets the "imminent
lawless action" test (Brandenburg v. Ohio, 1969) or the "fighting words" doctrine (Chaplinsky v. New
Hampshire, 1942). Underlying value: liberty ("marketplace of ideas"). Germany/EU: Basic Law Art. 1
makes human dignity inviolable; StGB ss130 (Volksverhetzung) criminalises public incitement to
hatred; EU DSA (2022) imposes active content-moderation obligations on platforms with >45
million EU users regardless of where they are established. Underlying value: dignity (post-WWII
constitutional design). Practical consequence: identical content may be fully protected in the US
but criminal in Germany/EU, forcing multinationals to build geo-targeted moderation systems.
2
Koen Hanegreefs | VUB
, Exam tip: Know the four categories of unprotected US speech (fighting words, incitement, defamation,
obscenity) and contrast with EU DSA and German NetzDG.
Q: What is the Digital Services Act (DSA) and why does it matter for non-EU platforms?
A: The DSA (Regulation 2022/2065) replaced the eCommerce Directive 2000 and imposes
mandatory content-moderation obligations on "Very Large Online Platforms" (VLOPs) with more
than 45 million monthly EU users, regardless of the platform's country of establishment. VLOPs
must review and remove illegal content, conduct annual risk assessments, submit to independent
audits, and face suspension of EU operations for non-compliance. For a US platform like Meta,
TikTok, or X, the DSA creates direct regulatory risk in the EU for content that would be fully
protected speech under the 1st Amendment -- effectively solving the enforcement gap that the
French court could not close in Yahoo! (2001).
Exam tip: The DSA is the modern legislative answer to Yahoo! -- know this link explicitly.
Q: How does international law impact daily life? Give three concrete examples from the
course materials.
A: (1) Driving in another country (#31): international agreements make national driver's licences
valid across borders -- enabling free movement for work and travel without retesting. (2) Free
movement within the EU (#39): the Schengen Agreement allows travel and work across EU borders
without passports or visas -- enabling student jobs across Belgium, Netherlands, and Luxembourg.
(3) Safer cross-border investment (#82): international securities regulation frameworks make it
safer to invest in foreign equity markets, enabling individuals to acquire shares in overseas
companies with legal protections.
Exam tip: Items #31, #39, and #82 from the homework reading are explicitly flagged in the slides -- memorise
the numbers and substance.
B. Case-Study / Applied Hypothetical Questions
Q: Yahoo! Inc. v. LICRA (2000-01): What were the key facts and what did the US court hold?
A: Yahoo! operated a US auction website allowing third parties to list Nazi memorabilia. Under
French Penal Code provisions, displaying or selling Nazi ideology items is a civil and criminal
offence. French NGO LICRA obtained a French court order requiring Yahoo! to block French users'
access to those listings. Yahoo! sued in US federal court, arguing the order was unenforceable in
the US. The US District Court held in Yahoo!'s favour (2001): a foreign court order that would compel
a US company to violate the 1st Amendment is not enforceable in the United States under the
public-policy exception to Conflict of Laws. The case was a "case of first impression" -- no prior
ruling had addressed whether a foreign country could regulate content on a US internet platform.
Exam tip: Three issues in one case: Conflict of Laws + internet jurisdiction + 1st Amendment vs. EU hate-
speech law. Know all three angles.
3
Koen Hanegreefs | VUB
, Q: Why is Yahoo! v. LICRA considered a landmark in internet and free speech law?
A: Yahoo! was the first major judicial confrontation between the global reach of the internet and
national sovereignty over online content. It established that 1st Amendment protection travels with
a US company's website even when accessed abroad, and that a US court will not enforce a foreign
judgment conflicting with core constitutional rights. It raised the still-unresolved debate: are
platforms like newspapers (editorial discretion) or telephone carriers (must transmit all speech)?
The case also foreshadowed the EU DSA, which now imposes takedown obligations directly on
platforms regardless of their country of establishment -- closing the enforcement gap the French
court could not close.
Chapter 4: Introduction to Contracts Law
A. Syllabus Guiding Questions
Q: Provide a legal definition of "contract."
A: A contract is a legally enforceable agreement, express or implied, formed by a meeting of the
minds through a valid offer and a precise acceptance of that offer, supported by consideration,
between parties with legal capacity, for a lawful purpose. Key insight: the contract exists in the
minds of the parties -- the written document is only evidence of that mental agreement.
Exam tip: Never call the written document a "contract" -- it is only evidence of the contract.
Q: What are the four essential elements of a valid contract?
A: (1) Capacity of the parties -- both must be legally competent (not minors, not insane). (2) Mutual
agreement (assent) -- valid offer + precise acceptance = meeting of the minds. (3) Consideration --
something of value given by each side (quid pro quo). (4) Legality of subject matter -- the purpose
must not violate law or public policy. All four elements must be present; absence of any one makes
the contract void or voidable.
Exam tip: Mnemonic: CALL (Capacity, Agreement, Legality, cLonsideration).
Q: Explain the difference between Express and Implied Contracts, including quasi-contract.
A: Express contract: stated in words, oral or written, with clear and definite terms -- e.g., a written
employment agreement. Implied-in-fact contract: inferred from the conduct of the parties; a
reasonable person would conclude an agreement exists -- e.g., ordering food at a restaurant.
Implied-in-law (quasi-contract): no actual agreement exists; a court creates an obligation to
prevent unjust enrichment -- e.g., a doctor treating an unconscious patient; compensation =
quantum meruit (current market rate). Key distinction: implied-in-fact is a real contract inferred
from conduct; quasi-contract is not a contract at all, merely an equitable remedy.
Exam tip: Examiners often test the quasi-contract definition -- know "unjust enrichment" and "quantum
meruit."
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, Q: Distinguish bilateral from unilateral contracts; and executed from executory contracts.
A: Bilateral: promise exchanged for a promise -- both parties are bound from the moment of
agreement (e.g., buyer promises payment; seller promises delivery). Unilateral: promise exchanged
for an act -- the offeror is bound only when the offeree performs the requested act (e.g., "I will pay
you EUR 25 to mow my lawn" -- contract forms when the lawn is mowed). Executed: both parties
have fully performed -- nothing remains outstanding. Executory: at least one obligation remains to
be performed (e.g., deposit paid but delivery still pending).
Exam tip: In a unilateral contract, the consideration is the performance of the act itself, not a return promise.
Q: What is the legal significance of valid, void, and voidable contracts? Provide an example of
each.
A: Valid: meets all four requirements; enforceable by either party (e.g., standard commercial
contract for EUR 10,000 of goods). Void: no legal effect whatsoever; cannot be enforced by anyone -
- e.g., a contract to commit a crime, or one formed under physical duress (no mental assent).
Voidable: a binding contract but one party has the legal option to escape it -- the non-protected
party is fully bound; e.g., a minor's contract is voidable at the minor's option. Unenforceable:
contract technically exists but a procedural bar prevents enforcement -- e.g., oral contract for sale
of land (fails Statute of Frauds), or claim filed after the limitation period.
Exam tip: Void vs. voidable is a classic exam trap: void = no contract; voidable = contract exists but one party
can escape it.
Q: What are the key elements in an offer? Are advertisements valid offers under US vs.
French/Belgian law?
A: Three elements of a valid offer: (1) clear intent to be legally bound; (2) sufficiently definite terms;
(3) communicated to the offeree. Advertisements -- US/UK/Germany/CISG: ads are invitations to
treat (invitations to the public to make offers), NOT offers themselves; they lack specific addressee
and unconditional intent. Exception: an ad is an offer if sufficiently definite AND addressed to an
identifiable person or group (e.g., "first customer in door gets $100 off"). France/Belgium/PECL:
advertisements by professional retailers are treated as offers "while supplies last." Belgian law
aligns with France and the Principles of European Contract Law.
Exam tip: Country comparison: France/Belgium/PECL = offer; US/UK/Germany/CISG = invitation to treat (with
the definiteness exception).
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, Q: What are four exceptions to the general rule that an offer can be freely revoked before
acceptance?
A: (1) Option contract: the offeror is paid consideration to keep the offer open for a specified period
-- breach if revoked early; the consideration does not credit toward the purchase price unless
stated. (2) UCC ss2-205 Firm Offer Rule: a merchant's written signed offer to buy or sell goods,
stating it will be held open, is irrevocable for the stated period (maximum 3 months). (3) Promissory
estoppel: if the offeree justifiably relied on the offer being held open to their detriment, the offeror is
estopped from revoking. (4) Unilateral contract -- commencement of performance: once the offeree
clearly begins the requested act, many courts hold the offeror cannot revoke.
Exam tip: The option contract requires actual consideration paid for the right to keep the offer open.
Q: What is the Mailbox Rule and how does the Civil Law Receipt Rule differ?
A: Mailbox Rule (common law -- US): acceptance is effective when dispatched by the offeree (the
moment a letter is posted or email is sent). Contract is formed at that instant; the offeror bears the
risk of a lost acceptance. Receipt Rule (civil law -- Belgium, France, EU default): acceptance is only
effective when received by the offeror. Contract forms later; the offeree bears the risk that a
delayed or lost acceptance means no contract. CISG Art. 18 also uses the receipt rule -- relevant for
international sales contracts.
Exam tip: In cross-border deals, the applicable law determines whether a contract exists if acceptance is sent
but not received.
Q: What is "adequate" consideration, and why do courts generally not examine it?
A: "Sufficient" consideration asks: is there any consideration at all on each side? Courts DO
examine this. "Adequate" consideration asks: is the consideration of fair or equal value? Courts
generally do NOT examine adequacy -- parties are free to make their own bargain; a person can
legally agree to pay EUR 500 for a pencil and the court will enforce it. Exceptions: (1) no
consideration at all; (2) gross inadequacy in equity cases as evidence of fraud or duress; (3)
tax/regulatory contexts. The civil law analogue is "causa" -- the reason/purpose of the contract --
which is presumed to exist and need not be stated.
Exam tip: Distinguish "sufficient" (does it exist? -- courts examine this) from "adequate" (is it equal? -- courts
normally do not examine this).
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, Q: Describe key differences between Common Law and Civil Law contract regimes.
A: Key contrasts: (1) Source -- common law: judge-made precedent; civil law: statutory codes. (2)
Freedom of contract -- broader under common law; civil law implies more statutory protections. (3)
Offer revocability -- common law: freely revocable before acceptance (exceptions: option, UCC
firm offer); civil law (PECL): generally firm if reasonable reliance exists. (4) Advertisements --
common law: invitation to treat; France/Belgium: offer while supplies last. (5) Acceptance timing --
common law: mailbox rule; civil law: receipt rule. (6) Consideration -- required at common law;
replaced by causa (presumed) under civil law. (7) Breach remedies -- common law: anticipatory
breach doctrine, strict timing; civil law: Nachfrist notice, grace period, specific performance more
readily available.
Exam tip: This cross-cutting comparison is extremely likely to appear as a standalone exam question.
B. Case-Study / Applied Hypothetical Questions
Q: Carlill v. Carbolic Smoke Ball Co. (UK, 1892): Was the advertisement an offer, and why?
A: Carbolic placed an ad promising GBP 100 to anyone who caught influenza after using their
smoke ball as directed, depositing GBP 1,000 in a bank to demonstrate sincerity. Mrs. Carlill used
the ball, caught flu, and claimed GBP 100; Carbolic refused, arguing the ad was a mere "sales puff."
The Court of Appeal held the advertisement WAS an offer because: (1) it was sufficiently definite
(specific sum, specific conditions); (2) the bank deposit showed genuine intent to be bound. Mrs.
Carlill's performance (using the ball as instructed) constituted acceptance without prior
notification -- valid for a unilateral offer. This is the primary common-law exception to the rule that
advertisements are invitations to treat.
Exam tip: Two doctrines in one case: (1) advertisement-as-offer exception (definiteness + intent); (2)
performance as acceptance of a unilateral offer without prior notification.
Q: A buyer responds to a seller's offer of EUR 100,000 with "I accept, but I'll pay EUR 95,000."
Has a contract been formed?
A: No. A modified acceptance is a counteroffer under the mirror-image rule (common law). A
counteroffer simultaneously rejects the original offer and creates a new offer (EUR 95,000). The
original offer (EUR 100,000) is now legally dead and cannot be revived. If the seller subsequently
says "Fine, EUR 95,000" a contract is formed at EUR 95,000. If the buyer then says "Actually, I'll pay
EUR 100,000 after all," there is no contract -- the original offer was killed by the counteroffer and
cannot be accepted.
Exam tip: Civil law (PECL) is more flexible -- immaterial modifications may not prevent contract formation.
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, Q: A restaurant customer eats food from a buffet and refuses to pay. What contract theory
applies?
A: This is an implied-in-fact contract: by sitting down, selecting food from the buffet, and
consuming it, the customer's conduct objectively manifests an intent to pay the advertised price --
a reasonable person would conclude an agreement to pay existed. Alternatively, if the customer
never intended to pay, a quasi-contract (implied-in-law) remedy applies -- the customer is unjustly
enriched and must pay quantum meruit (the reasonable market value of the food consumed). The
customer is liable in either analysis.
Exam tip: Implied-in-fact = real contract inferred from conduct; quasi-contract = court-created remedy for
unjust enrichment.
Chapters 5 & 6: Reality of the Contract; Capacity; Legality
A. Syllabus Guiding Questions
Q: What is "meeting of the minds" (mutual assent) and which theory do modern courts apply?
A: Meeting of the minds (mutual assent) is the mental condition -- manifested through words,
actions, or both -- where both parties genuinely agree to the same contractual terms. It is a required
element of every valid contract. Modern courts apply the objective theory: what would a reasonable
person have understood the words and conduct to mean? Secret or hidden intentions are
irrelevant. This protects reasonable reliance -- a party cannot escape a contract by claiming a
different private intent not manifested outwardly.
Exam tip: Subjective (old) vs. objective (modern) theory of assent is a frequent short-answer point.
Q: What are the six reasons mutual assent may be lacking?
A: The six defects that may undermine genuine mutual assent: (1) Mistake -- shared or individual
false belief about a material fact. (2) Fraud -- misrepresentation of a material fact, made knowingly,
with intent to deceive, justifiably relied upon, causing injury. (3) Innocent (Nonfraudulent)
Misrepresentation -- false statement made without knowledge of falsity and without intent to
deceive. (4) Duress -- coercion (physical or mental) depriving the party of free will. (5) Undue
Influence -- exploitation of a superior position in a confidential or fiduciary relationship. (6)
Unconscionability -- grossly one-sided terms in an adhesion contract or where there is substantial
inequality of bargaining power.
Exam tip: Contract status: physical duress = void; ALL others = voidable (at the innocent party's option).
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, Q: What are the five elements of fraud, and what remedies are available?
A: All five elements must be present: (1) misrepresentation of a material fact (not mere opinion or
value); (2) made knowingly (scienter -- guilty knowledge or reckless indifference to truth); (3) with
intent to defraud (presumed when scienter is present); (4) justifiably relied upon by the innocent
party; (5) causing injury. Remedies: the defrauded party may either (a) rescind the contract and
recover consideration paid, OR (b) affirm the contract and sue in tort for compensatory damages
(and potentially punitive damages). Fraud is unique: it gives rise to both contract (rescission) and
tort (damages) remedies.
Exam tip: Innocent misrepresentation lacks elements 2 and 3 (no knowledge, no intent) -- rescission only, no
tort damages.
Q: Define Capacity. How does the law treat minors, intoxicated persons, and adjudicated
insane persons differently?
A: Capacity is the legally defined level of mental ability sufficient to reach a binding agreement.
Minors (under 18 in most states): contracts are voidable at the minor's option; the adult is fully
bound; the minor may disaffirm any time during minority or within a reasonable period after turning
18; ratification after 18 makes the contract binding ab initio. Exception for necessaries: minor
remains liable for reasonable value (quasi-contract). Intoxicated persons: voidable only if
intoxication was (1) severe enough to prevent understanding the agreement AND (2) apparent to the
other party; must restore the other party to status quo upon disaffirmance. Adjudicated insane: void
ab initio -- guardian handles all affairs. Not adjudicated but impaired at time of contract: voidable.
Not adjudicated and able to understand: valid and binding.
Exam tip: Three-tier capacity framework (adjudicated = void; not adjudicated but impaired at signing =
voidable; impaired but understands = valid) is a high-frequency exam topic.
Q: Why does the law give intoxicated persons less protection than minors?
A: Intoxication is a voluntary state -- the person chose to become intoxicated. Society does not seek
to protect a class of persons from their own freely chosen conduct. Minors, by contrast, are in a
fixed, involuntary status (age) that the law protects categorically. Additionally, two extra conditions
are required before an intoxicated person can void a contract (severe impairment AND apparent to
the other party), and the person must restore the other party to the status quo -- conditions that do
not apply to a minor's simple disaffirmance.
Exam tip: Voluntary vs. involuntary status is the core distinction -- state it explicitly in exam answers.
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