Terms Of A Contract

Question 1

Law Society of Ireland v MIBI

Answer 1

It highlights the importance of considering how a contract is drafted and structured when interpreting terms, emphasizing the need to assess the entire contract.

Question 2

Pym v Campbell

Answer 2

Establishes the difference between conditions and warranties, emphasizing that conditions are fundamental terms while warranties are not central to the contract’s performance.

Question 3

Bannerman v White

Answer 3

Clarifies that a term in a contract can be classified as a condition if its breach allows a party to reject the contract or sue for damages.

Question 4

Hong Kong Fir

Answer 4

Introduces the concept of “innominate terms,” terms that aren’t clearly conditions or warranties, and their impact on the contract based on the severity of breach and its consequences

Question 5

The Hansa Nord

Answer 5

Highlights the criteria for categorizing a term as a condition or warranty, considering contractual rights to termination, statutory implications, and the breach’s impact.

Question 6

Oscar Chess v Williams

Answer 6

Addresses the distinction between representations and terms in a contract, stressing that not every statement made during contract negotiations is a binding contractual term.

Question 7

Routledge v McKay

Answer 7

Considers whether a statement, originally not a contractual term, could become one if later included in the written contract, illustrating how context matters in interpreting contract terms.

Question 8

Schawel v Reade

Answer 8

Reinforces that special circumstances or particular expertise of the representor can influence whether a statement becomes a contractual term.

Question 9

Carey v Irish Independent Newspapers

Answer 9

Acknowledges that a statement can be both a contractual term and a representation, allowing the party to choose the higher damages in case of a breach. Says that if a promise is both written in the contract and talked about, we can choose to use either one to ask for compensation if the promise is broken.

Question 10

Birch v Paramount

Answer 10

Tells us that if someone says something really, really important during contract talks, it can still count as a contract term even if it’s not written down.

Question 11

BP Refinery

Answer 11

Objective Implication.
This case helped set a clear guideline for implying terms based on objective standards. It emphasized reasonableness, necessity, obviousness, clarity, and consistency

Question 12

Parker v The South Eastern Railway

Answer 12

(Exemption Clauses):
This case established that for an exemption clause to be valid in a contract, the other party must have reasonable notice of it.

Question 13

Ailsa Craig Fishing v Malvern Fishing

Answer 13

(Liability Clauses):
In this case, it was recognized that limiting liability tends to be more acceptable than completely excluding liability.

Question 14

Olley v Marlborough

Answer 14

(Incorporation of Terms):
This case emphasized that terms must be known before or during the contract’s conclusion to be effectively incorporated.

Question 15

Investors Compensation Scheme

Answer 15

(Interpretation - Objective vs. Subjective):
This case clarified that interpreting a contract should follow an objective approach, considering what a reasonable person would understand.

Question 16

Clayton v Love

Answer 16

(Parol Evidence Rule):
This case outlined exceptions to the parol evidence rule, allowing oral evidence when a contract doesn’t represent the whole agreement. Parol Evidence Rule says if the written contract is complete and clear, you can’t bring in earlier spoken or written agreements to change it. If the contract has all the important details and is clear, you can’t use previous discussions or writings to change what’s in the contract. It’s like saying, “The contract says what it says, and we won’t consider earlier talks or writings if the contract is clear and complete.” The Clayton v Love case is an example that exceptions can be made to the rule. Specifically, it allows for oral evidence to be considered when the written contract does not represent the complete agreement between the parties. So, if the written contract is not the whole story or if it’s unclear or incomplete, the court can look at other evidence, like oral agreements or discussions, to understand the complete agreement between the parties. The Clayton v Love case showed that sometimes oral evidence can be used to fill in the gaps or clarify what’s written in the contract.

Question 17

Andrews v Singer

Answer 17

(Contra Proferentem Rule):
In this case, the rule against the person who drafted the contract (contra proferentem) was enforced when interpreting an ambiguous clause. The Contra Proferentem Rule is like a fairness rule in contracts. It says that if there’s a disagreement about the meaning of a term in a contract, the one who wrote the contract (usually a company or a more powerful party) doesn’t get the benefit of the doubt. The unclear term is interpreted in a way that’s not in their favor. It’s a bit like saying, “If you wrote the rule and it’s not clear, tough luck for you!”