Chapter 3

Question 1

Express Terms

Answer 1

• Specifically Discussed

- Agreed Upon

Question 2

Implied Terms

Answer 2

• Not expressly agreed upon
• Put into contract by:
• -Fact (obvious stuff)
• -Custom (trade custom)
• -By law (common law or statute-SOGA)

Question 3

Implied Terms - Sales of Goods Act

Answer 3

• Title
• Description: Implied term that goods will match the description
• Quality: Implied term that goods will be of satisfactory quality (if buyer knows/examined the laoya quality before contract then this does not apply lah)
• Fitness for particular purpose: Implied term that if the seller knows the purpose, the condition is that goods will reasonably fit the particular purpose of the buyer (unless the buyer knows its nothing to do with seller)

Question 4

Nature of Terms

Answer 4

• Conditions: Term=Condition. Vital. Affects main condition of contract. Can claim damages/repudiate if breached.
• Warranties: Does not affect main purpose of the contract. Will survive a breach.
• Innominate Terms: Depends on whether injured party has been deprived of the benefit of the contract.

Question 5

Exclusion Clauses

Answer 5

To exclude his liability in event he breaches the contract.

Question 6

Is it an exclusion clause? - Signed Documents

Answer 6

Part of the contract

Question 7

Is it an exclusion clause? - Unsigned Documents

Answer 7

Part of the contract if

• Party knew of it’s existence
• Party should have reasonably know of its existence

Party seeking to rely on the exclusion clause must show that:

• He had done what was reasonable to alert the other party to the existence of the exclusion clause before or at the time of contract
• There had been a course of past dealings between the parties that relied on the exclusion clauses.

Question 8

If it is an exclusion clause, is it valid? Ineffectiveness

Answer 8

• A business may not exclude his liability for death or personal injuries that arise from negligence.
• In the title of SOGA, one cannot exclude whether the transaction was between two businesses or business-consumer.
• In contracts between business and consumer, (sale or hire), business cannot restrict liability of the implied terms or fitness of purpose.

Question 9

If it is an exclusion clause, is it valid? Valid

Answer 9

• A business may exclude his liability for negligence for loss or damage.
• If fair and reasonable. (SOGA satisfactory quality fitness for purpose)

Question 10

If it is an exclusion clause, is it reasonable?

Answer 10

• both parties have equal bargaining power
• the customer had received an inducement to agree to the clause
• the customer ought to have known of the existence of the exclusion clause
• the exclusion clause is there if some condition is not complied with
• goods were special order (reasonable for manufacturer to exclude liability for finished products)