Express Terms

Question 1

What are express terms in a contract?

Answer 1

Express terms are the explicit and overt stipulations laid out in writing or orally during negotiations, forming part of the final contract

Question 2

What are 3 examples of express terms in a contract?

Answer 2

1. Scope of work – e.g., specifying structural requirements in a construction contract
2. Payment terms – e.g., payment due within 30 days of receipt of goods
3. Delivery schedule – e.g., specifying delivery dates and quantities in a manufacturing contract

Question 3

What happens if an express term of a contract is breached?

Answer 3

Can lead to legal consequences, such as claims for damages, injunctions, or specific performance

Question 4

How do implied terms differ from express terms?

Answer 4

Implied terms are not explicitly stated but are inferred from factors such as industry customs, statutes, or the parties’ intentions

Question 5

What is the difference between a term and a representation?

Answer 5

A term is a contractual promise, and its breach allows for an action for breach of contract

A representation is a statement of fact that does not form part of the contract, and remedies for misrepresentation are different

Question 6

What is the general rule for signed contracts?

Answer 6

A signed document binds parties to its terms, even if they have not read them

Question 7

What does Thornton v Shoe Lane Parking Ltd [1971] say about onerous terms?

Answer 7

Onerous terms must be explicitly brought to the party’s attention (Lord Denning’s “Red Hand Rule”

Question 8

What are the 3 exceptions to the general rule of binding signatures?

Answer 8

1. Fraud and Misrepresentation – If a term was included through deception
2. Non-Est Factum – If a party lacked understanding of what they signed (Saunders v Anglia Building Society [1971])
3. Documents Lacking Contractual Effect – If a document is not intended to create legal obligations (Grogan v Robin Meredith Plant Hire [1996])

Question 9

What does the parol evidence rule state?

Answer 9

A written contract is assumed to be complete, and external (parol) evidence cannot alter its terms

Question 10

What are the 3 exceptions to the parol evidence rule?

Answer 10

1) Where the written contract was not intended to be exhaustive (Allen v Pink [1838])

2) Evidence of pre-contractual agreements (Gillespie Bros v Cheney, Eggar & Co [1896])

3) To prove collateral agreements (City & Westminster Properties Ltd v Mudd [1959])

Question 11

How can previous dealings impact contract terms?

Answer 11

If parties have a history of transactions, past terms may be incorporated into the contract

Question 12

When will prior dealings not incorporate terms?

Answer 12

If the dealings are inconsistent or irregular

Question 13

What are some key cases for expressed terms?

Answer 13

Oscar Chess Ltd v Williams [1957]
Bentley Productions Ltd v Harold Smith (Motors) Ltd [1965]
Thornton v Shoe Lane Parking Ltd [1971]
McCutcheon v David Macbrayne Ltd [1964]