Incorporation Of Terms Flashcards
To determine if a pre-contractual statement will be incorporated into a contract, court looks at…
Special importance to representee Special knowledge of representor Timing Written agreements Notices/tickets Previous dealings
Birch v Paramount Estates
Importance:
More important a statement is to representee, more likely it will be incorporated into contract
Routledge v McKay
Importance:
Less important statement is, less likely to be incorporated (if takes longer to make agreement after statement, likely statement is less important)
Dick Bentley v Harold Smith Motors
Special knowledge:
If representor has special knowledge the statements can more likely be relied on so may be part of contract
Oscar Chess v Williams
Special knowledge:
Representor has less knowledge, statements less likely can be relied on
Routledge v McKay
Timing:
If long period of time between statement and agreement, suggests statement was not very important
Birch v Paramount Estates
If there is a short gap, suggests statement is important to representee and should be part of contract
L’Estrange v Graucob
General rule for written contract:
If something is in written contract and signed, this is incorporated even if not read/understood
✅certain, freedom of contract (law not interfered and left it parties’ responsibility to read before signing)
❎rigid, unequal bargaining power, freedom of contract (party bound by something not understood/wanted in contract)
Interfoto v Stiletto
Put into writing exception:
Unusual or onerous terms may not be incorporated without specific attention drawn to them
✅ equal bargaining power, flexible
❎ uncertain
Grogan v Robin Meredith
Written contract exception:
Signing non contractual docs will not automatically incorporate terms
Curtis v Chemical Cleaning & Dyeing
Written contract exception:
If an oral statement is made about a signed contract, oral statement is binding over written
✅ freedom of contract (parties able to adapt after written contract)
❎ uncertain (not everything in written contract binding)
Chapelton v Barry UDC
Written notices/tickets:
When info out of/in place of written contract, if info not clear enough, won’t be incorporated
Parker v SE Railway
Written notice/ticket:
When clear enough, will be incorporated
O’Brien v MGN
Written notice/ticket:
YET TO FIND OUT
Thornton v Shoe Lane Parking
Written notice/ticket:
More unreasonable (onerous, unusual) term/exclusion, more clear needs to be
Statement must not come after contract
