Contract Law

Contract Law

1. Essentials of a contract

   • Offer
     • Not = Invitation to Treat
       • Display of goods
       • Advertisements
       • Tenders
     • Termination
       • Revocation (Withdrawal)
       • Lapse of Time (Reasonable)
       • Subject to condition (satisfied)
       • Offeree rejects offer
   • Acceptance
   • Consideration
   • Intention to create legal relations

2. Variations of Contract

   • Fresh consideration
   • Seal or Deed
   • Williams v Roffey Exception
     • Indirect benefit/detriment
   • Promissory Estoppel
     • Unfairness of going back on promise

3. Terms of Contract

   • Express Terms (Agreed)
     • Valid made before or at time of contract
     • Exception of validity
       • Against Statutory Provision
       • Against Public Policy
         • Eg: Restraint of Trade clauses (Pg. 83)
           • Validity depends on:
             • Legitimate Interest to protect
               • Pull over customers or employees
               • Access to trade secrets
             • Too wide
               • Time
               • Area
               • Scope
       • Subjected to judiciary control
       • Parol Evidence
         • Misrepresentation of terms in contract, oral evidence may be admitted
   • Implied Terms
     • Custom
     • Court (common)
       • Facts (both test must be satisfied)
         • Obvious
         • Necessary
       • Law
     • Statute
   • Breach of Implied and Express
     • Can sue for damages
     • Can Terminate if:
       • Stated in contract
       • Condition Breached (Fundamental)
       • Serious breached, deprived whole benefit
   • Exclusion/ Limitation Clause
     • Validity depends on
       • Reasonable notice
         • Visibility
         • Place it is found
         • Language
       • Validity under UCTA
         • S2(1): Injury or death
         • S2(2): negligence in relation to loses
         • Reasonableness
           • Bargaining strength of parties
           • Customer knows or ought to know clause
           • Insurance

4. Vitiating contract

   • Illegal
     • Statutes
       • Expressed
       • Implied
     • Case
       • Crime, Fraud, Illegal act
       • Give false evidence on court
     • No actions for damages
       • Exception: One innocent party
   • Misrepresentation (not a term)
     • Opinion is not
     • Sales talk is not
     • Silence is not
       • Exception:
         • Fiduciary Duty
         • Half Truth
     • Induce formation of contract
     • Types of misrepresentation
       • Fraudulent
       • Negligent
       • Innocent
     • Remedies
       • Rescind contract depends on:
         • Lapse of reasonable time
         • Impossible to rescind
   • Duress
     • Actual Violence
     • Economic duress
       • Depends on:
         • No Choice
         • Agreed under protest
         • Received independent legal advice
         • Exploiting Situation
   • Undue Influence
     • Depending on:
       • Needs a relationship
       • Understood nature
       • Suffer disadvantage
       • Obtain unfair advantage
       • Receive independent legal advice
   • Mistake
     • Shared by both parties
     • Relate to fundamental
     • Signed documents
       • Fundamentally different
       • Not negligent

5. Termination of contract

   • Performance
   • Agreement
     • Stated in contract
       • Expressed
       • Implied
     • Variation of contract
       • Both parties benefit
   • Repudiatory or Fundamental Breach
     • Repudiatory
       • Actual
       • Anticipatory
     • Fundamental
       • Breach of condition
   • Frustration
     • Illegality
     • Impossibility
       • Destroyed before completion
       • Death or personal incapacity
       • Unable to fulfill in a particular manner
       • Fail without the fault of both parties
     • Radically different from envisaged
       • For a particular purpose which is not attainable
     • Self-Induced
     • Force Majeure Clause
       • Validity
     • Payment

6. Remedies fro breach of contract

   • Damaged
     • Liquidated
       • Pre-agreement
       • Validity
     • Unliquidated
       • Loss must be proven
       • Punitive damages
       • Damages for injured feelings
       • Cannot be too remote
   • Specific Performance
     • Adequate Damages
     • Personal Service
   • Injunctions
     • Enforce ROT

7. Law of Sale of Goods

   • Implied Terms
     • S13: Goods will correspond with description
       • Breach, buyer can reject goods and sue for damages
     • S14(2): Satisfactory Quality
       • Functionality
       • Appearance
       • Defects
       • Safety
       • Durability
     • S14(3): Express or Imply goods must be for a particular reason
   • S15: Bulk will correspond with sample
   • Loss of right to reject
     • Accepted goods
     • Keep good for more than a reasonable time
     • non-consumer sale