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Terms and Representations (Exemption Clause (UCTA (Reasonableness Test…
Terms and Representations
Exemption Clause
Construction
Contra Proferentum
Main Purpose Rule
Unusual Factors
Misrepresentation
Oral statements prior to contract
Incorporation
By Signature
By Notice
Where is it placed
When is it given
Is it adequate?
Previous dealings (inference)
UCTA
Business Liability/Nonbusiness Liability
SOGA
Negligence (no exclusion for injury)
Reasonableness Test
Previous course of dealings
Inducement to accept EC
Specific performance (special order)
Bargaining Power of Parties
Practicability
Classification
Representations
Terms
Warranty
Trivial
Only damages
Serious
Damages, Affirm or Discharge
Condition
Essential and fundamental, causes repudiatory breach
Damages, Affirm or Discharge
Inominate Term
Trivial
Only Damages
Serious
Damages, Affirm or Discharge
Puffs
How to distinguish:
Statement made closer to conclusion = Term
Greater Maker's Emphasis = Term
Written Statement = Term
Maker's special knowledge = Term
No invitation to verify statement = Term
Express Terms
Agreed by parties in their contract, unless words were ambiguous then apply Parol Evidence rule to sort out ambiguity
Implied Terms
Custom and Usage
Business Efficacy
Officious Bystander Test
Implied by Statute