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CONTENT - Coggle Diagram
CONTENT
Introduction
Under CA 1950 does not contain any provision which deals specifically with the contents of a contract.
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The terms of a contract are its contents and it is these that spell out the rights and obligations of the parties under the contract.
Conclude : contents of a contract is the rights & obligations of the parties are determined by the terms of the contract.
(1) Express terms
A term is express if it has been specifically agreed upon by parties to a contract and it may either be in oral, writing or both.
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If no documents exist, it becomes necessary to look back at the negotiations conducted by the parties and determine which oral statements were intended by the parties to operate as terms.
- The express terms of a contract are those provisions specifically agreed to by the parties.
- They may relate to matters such as price, quantity, quality, size, colour or delivery date.
- These specifications may be agreed to wholly by word of mouth, they may be set forth entirely in a written document or they may be found in a combination of an oral agreement and a writing.
(2) Implied terms
...is a term that the parties have not specifically included in the contract or even discussed in the negotiations leading up to that contract.
Terms may be implied by :
- Custom and usage pertaining to a particular type of transaction;
(practices of particular trade)
- Statutory provisions; and
(eg statutes are The sale of goods act 1957, the hire-purchase act 1967 and national land code 1965).
- The courts, based on the intention of the parties.
(court will implied a term in a contract when implied term appears to be inconsistent with the intention of the parties.)
Reasons why court will imply terms into a contract :
- The courts are only too aware that many contracts are drafted in haste with insufficient attention to detail.
- There is the public policy interest upholding and supporting commercial contracts generally - as to give life to presumed intention of the parties.
- The court willing to imply where it is necessary to give business efficacy to the contract where the term implied represents the obvious, but unexpressed, intention of the parties.
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