Determining the Terms of the Contract

Question 1

When is a statement more likely to be a term of a contract (instead of a representation for example)? Think of 2 examples

Answer 1

Statement is of:

• fundamental importance to the party to whom it’s being made
• statement maker is an expert of the subject matter

Question 2

A condition is a term that is so _______ that it goes to the _______ of the contract. If it’s breached, the contract does not ______

Answer 2

fundamental, root, work

Question 3

What options does a non-breaching party have if the other breaches a condition?

Answer 3

The innocent party can terminate and sue for damages

Question 4

A warranty is a term which is _________ or collateral to the main terms of the contract

Answer 4

incidental

Question 5

What options does a non-breaching party have if the other breaches a warranty?

Answer 5

The innocent party may sue for damages (no right to terminate)

Question 6

What’s the name given to a term which cannot be defined as a condition nor a warranty?

Answer 6

Innominate term

Question 7

If an innominate term is breached, the court will look at the _____ of the breach to determine the appropriate remedy.

Answer 7

effect

Question 8

In the event of an innominate term breach, if the non-breaching party will ________ lose the _______ _____ of the contract, it will be treated like a _________

Answer 8

substantially, whole benefit, condition

Question 9

In what type of contracts will time usually be presumed to be of the essence?

Answer 9

Commercial contracts

Question 10

Terms can be incorporated into a contract if the parties have _______ of them

Answer 10

notice

Question 11

When does the Sale of Goods Act 1979 apply?

Answer 11

Whenever goods are sold

Question 12

What are the four conditions that the SGA 1979 implies?

Answer 12

1. Title
2. Match description
3. Satisfactory quality
4. Fit for any special purpose

Question 13

Which implied condition under SGA 1979 cannot be excluded?

Answer 13

Title

Question 14

When can the other implied conditions (quality, fitness, and description) under SGA 1979 be excluded?

Answer 14

Only by an express contract term that’s reasonable

Question 15

When does the Supply of Goods and Services Act 1982 apply?

Answer 15

Contracts for services supplied by a business and to goods supplied in relation to the service

Question 16

For supply of services contracts, the SGSA 1982 implies an _______ term that the supplier will carry out the service in a reasonable _____ and with reasonable ____ and ______

Answer 16

innominate, time, care, skill

Question 17

For the supply of goods contracts, the SGSA 1982 implies terms similar to those under ___ ______. A contract can only exclude these implied terms when it is __________ (except title)

Answer 17

SGA 1979, reasonable

Question 18

When does the Consumer Rights Act 2015 apply?

Answer 18

To sales contracts between a trader and a consumer (B2C transactions)

Question 19

What 3 terms are implied under the CRA 2015 for the supply of goods?

Answer 19

1. Match description
2. Satisfactory quality
3. Fitness for a particular purpose

Question 20

Are implied terms (relating to quality, fitness, and description) under CRA 2015 that are excluded or limited in a contract enforceable?

Answer 20

No - they are prohibited and so will be automatically void

Question 21

In service contracts, the CRA 2015 implies which four terms relating to services?

Answer 21

1. Carried out with reasonable care with skill
2. In accordance with any information relied on
3. Reasonable price (where no price has been agreed)
4. Reasonable time (where no timescale was agreed)

Question 22

In the SGA 1979, SGSA 1982, and CRA 2015, a buyer is required to pay what if no price is agreed and none can be determined from the dealings between the parties?

Answer 22

Reasonable price

Question 23

What is the business efficacy test?

Answer 23

Where a court will imply a term into the contract if the contract requires the term to make commercial sense, and a term should not be implied if a contract is effective without it

Question 24

If there is an _______ or market standard for the field of business covered by the contract, terms may be implied based on _______ and _______ in that field

Answer 24

industry, custom, usage

Question 25

Terms may be implied into a contract based on a regular and consistent what between the parties?

Answer 25

course of dealings

Question 26

Will express override terms implied by custom/usage/course of dealings?

Answer 26

Yes