In order for a treaty to be concluded, the parties must reach a mutual agreement (also known as a meeting of minds). This is usually achieved through an offer and acceptance that does not change the terms of the offer, the so-called “reflection rule”. An offer is a clear statement about the supplier`s willingness to be bound if certain conditions are met.  When an alleged acceptance changes the terms of an offer, it is not an acceptance, but a counter-offer and, therefore, a refusal of the original offer. The Commercial Code uniform has the rule of reflection of Article 2-207, although the UZK only regulates transactions of goods in the United States. Since a court cannot read thoughts, the intention of the parties is objectively interpreted from the point of view of a reasonable person, as found in the first English case Smith v Hughes . It is important to note that when an offer indicates a certain type of acceptance, only an acceptance communicated by this method is valid.  Each country recognized by private international law has its own national legal order for treaties. While contract law systems may have similarities, they may differ considerably. As a result, many contracts include a legal choice clause and a jurisdiction clause. These provisions define the laws of the country that governs the treaty and the country or other forum where disputes are settled. If the treaty itself does not provide for explicit agreement on such matters, countries will have rules to define the law applicable to the treaty and jurisdiction over litigation. For example, Member States apply Article 4 of the Rome I Regulation to decide on the legislation applicable to the Treaty and the Brussels I Regulation to decide on jurisdiction.
The law does not recognize a contract – or agreement – to enter into a contract in the future. It is not binding, because the offer and acceptance do not exist. To put it another way, what are the conditions of the offer? To agree on what has been agreed and conclude a contract, the parties must agree: if the contract contains uncertain or incomplete clauses and all options to resolve its true importance have failed, it may be possible to separate and invalidate only the clauses concerned if the contract contains a salvatorial clause. The clause separation test is an objective test – whether a reasonable person would consider the contract to be concluded, even without the clauses. As a general rule, non-severable contracts require only the essential fulfillment of a promise and not the full or total performance of a promise to guarantee payment. However, a non-severable contract may contain explicit clauses that expressly require full compliance with an obligation.  Partial performance If the respondent has not entered into the performance of a contract in accordance with its conditions, the Claimant may claim the damage that compensates him to the extent that the contract had been fully fulfilled. The usual measure of damage is the reasonable effort of completion. Completion is intended to do the same work, if possible, that does not involve unreasonable economic waste.
The victim does not automatically have the right to recover the difference between the contract price and the amount that would cost the completion of the work in the event of an infringement after partial performance; he or she is entitled to recover this amount only if the completion actually takes place at higher costs. Defective performance Damages for failure to perform a contractual agreement are measured by calculating the difference in value between what is the subject of an actual call for tenders and what is necessary under the contract. If the service offered is either worthless or unsuitable for the purpose set out in the contract, the appropriate measure of the damage is the sum necessary to remedy the defect. . . .