Trgovac, poduzetnik i trgovački ugovori

Abstract

The trader and the commercial contract are the basic notions of the commercial law. The trader is defined in various Croatian statutes so many times that it is questionable whether it represents a single notion. Everything is more complicated by the notion of undertaking which is defined in a similar multitude of statutes. Although the legislator is authorized to introduce as many definitions as it wants, the current state of affairs does not contribute to the transparency and legal certainty. The paper tries to establish firm criteria for a possible future systematization. Two models are singled out, based on the criterion whether a trader is considered as such in all legal transactions (an absolute model) or just for the needs of a specific transaction (a functional, transactional model). The chosen model affects the definition of the commercial contract. If the commercial contract begins with an absolute model of a trader, it is advisable that the contract falls within trader’s commercial activity. The Croatian law, however, adopted an asymmetric definition, which requires that the contract falls within the commercial activity of only one of the traders.