This website uses cookies to ensure you get the best experience on our website. Learn more

Law Notes Contract Law Notes

Content Exclusion Clauses Notes

Updated Content Exclusion Clauses Notes

Contract Law Notes

Contract Law

Approximately 1511 pages

From the AuthorContract law notes fully updated for recent exams at Oxford and Cambridge. These notes cover all the LLB contract law cases and so are perfect for anyone doing an LLB in the UK or a great supplement for those doing LLBs abroad, whether that be in Ireland, Hong Kong or Malaysia (University of London).

These were the best Contract Law notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LLB samples from outstanding law students ...

The following is a more accessible plain text extract of the PDF sample above, taken from our Contract Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Content of a Contract & Exclusion Clauses

1. Interpretation/Construction

  • Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896:

    • Principles of construction:

      • Interpretation is the ascertainment of meaning which the document would convey to the reasonable person having all the background knowledge which would reasonably have been available at the time of conclusion;

      • Subject to the requirement of reasonableness everything which may affect the way in which the language in the document may be understood can be taken into account, except previous negotiations and declarations of subjective intent;

      • That background may indicate that the wrong words or syntax was used;

      • The rule that words should be given their natural and ordinary meaning reflects the proposition that it is not easily accepted that people make linguistic mistakes.

  • Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38: C entered into contract with developers for them to obtain planning permission, build and lease properties. Dispute arose as to the term ‘additional residential payment’. Definition was provided in the contract but C sought to rely on pre-contractual negotiations to favour his interpretation.

    • Although the court does not easily accept that a linguistic mistake has been made, where it is clear that something has gone wring the parties will not be bound by their strict words; if it is clear what correction ought to be made the court will do that;

    • Refusal to overrule the rule that cannot take into account pre-contractual negotiations in the basis that would introduce uncertainty and the remedies of rectification and estoppel by convention can mitigate any serious injustice in this regard.

  • Oceanbulk Shipping and Trading SA v TMT Asia Ltd [2010] UKSC 44: When D failed to pay sums due entered into negotiations ‘without prejudice’ resulting in a settlement. C then tried to bring an action for the full sum.

    • Owing to its importance the boundaries of the without prejudice rule should not lightly be eroded;

    • The process of interpretation should be the same whether negotiations were entered into or not. Thus if there is a relevant objective fact to be gleaned from them it can be taken into account in construing the contract.

2. Implied Terms

  • The Moorcock (1889) 14 PD 64: P agreed to discharge vessel which, to be done safely, must be done in low water. D had not investigated whether the port was safe. Vessel sustained damage. Claim brought.

    • The law implies terms with the object of giving efficacy to the transaction and preventing such failure of consideration as cannot have been in the contemplation of either side; the implication is raised from the presumed intention the parties.

    • In business transactions the aim is to imply terms to give them business efficacy which must have been intended by the businessmen.

    • Business could not be carried out unless there was an implied term to make reasonable investigations of the river bed.

  • Liverpool CC v Irwin [1977] AC 239 : Agreement in unilateral terms for a tenancy. Issue as to whether landlord Council had implied obligation to keep common areas of rented flats in repair.

    • The first step must be to ascertain what the contract is.

    • The court may be willing to add terms to an apparently complete bilateral contract to spell out what the parties know and would, if asked, agree to be part of the bargain. In other cases it may add a term on the ground of necessity. But is cannot imply reasonable terms.

    • This case is another category where the parties have not fully stated the terms of the contract. There can be no doubt that there must be an implied easement for use of common parts; it is a test of necessity as they are the essentials of a tenancy.

    • Were willing to imply a term saying that the obligation bore the standard of reasonableness only as that was all that was required.

  • Scally v Southern Health & Social Services Bd [1991] 4 All ER 563: C’s were employees who paid into pension scheme. Had to pay for 40 years to get the benefit although there was an option to ‘purchase years’. Regulations said that E’s should draw this to the attention of C’s. They were not so informed and brought an action upon discovery. Lord Bridge.

    • Since the right cannot be exercised unless C is aware of it, it is necessary to imply an obligation to bring it to his intention to render efficacious the very benefit which the contractual right to purchase years was intended to confer.

    • The situation might be different where the pension rights arise from a separate contract from the employment contract.

Sale of Goods Act, ss12-15A

  • Attorney General of Belize v Belize Telecom Ltd [2009] UKPC 10 [16]-[27] : Lord Hoffmann.

    • Court cannot introduced terms to a contract simply to make it fair or reasonable. It is only concerned to discover what the instrument means. That meaning is to be ascertained by reference to the ICS v West Brom Building Society test i.e. objective one.

    • The implication of a term is not an addition to the instrument but simple spells out what it means i.e. an exercise in construction.

    • In every case where implication is sought, the question for the court is whether such a provision would spell out in express words what the instrument, read against the relevant background, would reasonably be understood to mean.

    • Notions of efficacy or bystanders should not be treated as different or additional tests as they are simply ways of expressing the idea that the implied term must spell out what the contract actually means.

  • Mediterranean Salvage & Towage Ltd v Seamar Trading & Commerce Inc [2009] EWCA Civ 531: Issue as to whether a voyage charterparty contained an implied (absolute) term requiring charterers to nominate a safe berth for the vessel.

    • Absent an implied term the default position is that the loss lies where it falls.

    • It must always be necessary to imply the term and that term must be consistent with the rest of the contract to...

Buy the full version of these notes or essay plans and more in our Contract Law Notes.

More Contract Law Samples