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Elements of a Contract (Offer (Made orally in writing or by conduct, Made…
Elements of a Contract
- Intention to create a legal relationship
- The parties intended the contract to be legal binding
- Rebuttable presumption
- businesses / commercial agreement : presumed to reflect intention to be legally bound
- domestic / social agreement :smiley: no intention to be legally bound
- Made orally in writing or by conduct
- Made to a group / the world
- Must be communicated before it can be accepted
NOT :red_cross:
- An invitation to treat
- Request for info
- Declaration of intend
Terminated by :forbidden:
- Lapse of time
- Withdrawal
- rejection
- Death
- Must be real / sufficient
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- Must move from the promisee (Privity of contract - only a party to a contract can sue/be sued on that contract.
Contracts Right of Third parties Act (CRTA) - a third party can enforce a contract
"Battle of the forms"
- 'last shot' wins the battle
- each new form treated as a counter offer
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- According to method stated in offer
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Terms
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Express terms:
-made closer to time of contract
-emphasised to be important
-maker of statement had special knowledge/expertise
-maker of statement invited recipient to verify
-statement incorporated in written agreemnent
Conditions:
-very important, essential, fundamental
-if breached, innocent party can walk away from contract, claim damages
Warranties:
-secondary obligations
-if breached, innocent party must continue contract, can claim damages
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Contract
Vitiating factors
- Voidable :arrow_left: Misrepresentation
- untrue statement of material fact
- Made by one party to the other
- To induce the other party to enter into contract
- Represented party entered into contract in reliance of statement
- Void :arrow_left: Mistakes
- Both parties - existence of subject matter
- Both parties - basis of contract
- Mutual mistakes- cross purpose
- unilateral mistake - fundamental mistake
Non Est Foctum:arrow_right: Void
(pertains to written/signed document)
- Prove
(a) non negligence
(b) signature induced by fraud / trick
(c) signed contractual documents believing it was a different document
Illegality
Formation
- performance illegal :arrow_right: may be void
Discharge of Contract
- By performance
- performance must be complete & exact
- By agreement
- mutual agreement
- Parties substitute existing contract with new contract
- obligations not complete
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REMEDIES
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- Damages
amount to be ascertainedby court
a) liquidated
- in contract agreed upon by parties
b) unliquidated
- unascertained damage, court to decide
:arrow_right: causation
:arrow_right"when no LD ?????
- Quantum Meruit
- reasonable ????
- reasonable proportion of work done
- reasonable pace? where prie not stated in contract
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Exceptions
Assignment VS Novation
Assignment:
- Transfers rights only
- Consent of other parties not required
- no new contract made with other assignee
- must be in writing, be signed by assignor, be absolute, be accompanied by notice in writing to other party(ies)
Novation:
- Transfers rights and obligations
- requires consent of all parties
- New contract made with assignee
Contracts (Rights of third parties) Act (chapter 53B) allows third party to enforce contract if:
- contract allows
- Term in contract benefits third parties
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