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Terms Of Contract Notes

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Terms of Contract Terms of Contract

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Distinguish between: i. mere statements of opinion = no legal effect ii. terms = failure to comply is a breach iii. mere representations = no breach but could set the contract aide/claim damages for misrep.
= Objective Intention Test: a) verification - = unlikely to be a term if maker asks the other party to verify it b) importance - was it so important that determined whether party contracted or not c) special knowledge - if maker has some special knowledge/skill, might be contractual term

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Classification of Terms: i. condition?classified by: (a) statute (b) courts- 3 ways i. term goes to the heart of performance of the contract - so must have been intended by parties as condition (Schuler v Wickman) ii. binding precedent iii. parties classified it as cond. in the contract ? not conclusive (intention + used in technical sense (The MihailisAngelos))
- Breachentitles C to a. terminate &obtain damages for loss b. affirm & obtain damages for breach ii. warranty - lesser, subsidiary term (e.g. colour of the car)
= no termination but could seek damages iii. innominate - not condition or warranty?confusing, generates litigation etc. (Bunge Corp v Tradax) but in commercial contracts unless expressly provided it's a condition, it will be innominate term
= no right to terminate but court has discretion to grant it where C suffers serious consequences

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The Parol Evidence Rule
? Once a contract is in written form, court can't adduce extrinsic evidence to add, vary or contradict it
? Exceptions ? where need to show: a. written doc not intended to contain the whole of agreement b. terms which must be implied c. a custom d. it's invalid due to misrep, fraud, nonest factum, mistake e. the need for rectification f. contract hadn't yet come into existence/ceased to operate g. existence of collateral agreement

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Interpretation of Terms
? Meaning depends on context in which contract was concluded
? Principles of Interpretation (Hoffman) (i) ascertain the meaning which doc would convey to a reasonable person having all background knowledge reasonably available to parties at the time of contracting (ii) factual matrix = everything which would affect the way in which doc would be understood by reasonable man

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