intro to law 2 Flashcards

1
Q

what are the sources of contract law

A

case law

legislation

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2
Q

define contract

A

agreement giving rise to obligation which are enforced or recognisable by law

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3
Q

what are the two principle when identifying a contract

A

is there an agreement

is it legally binding

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4
Q

define subjective

A

what meaning a party actually intended to convey by his words or conduct

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5
Q

define objective

A

what meaning a reasonable person in other parts position would have understood him to be conveying

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6
Q

what are the elements of a legally binding contract

A
agreement 
consideration
intention to create legal relations
compliance with required formalities where necessary 
capacity to contract
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7
Q

define offer

A

clear ststamene too terms which the offeror is prepared to do business with the offer

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8
Q

what are the types of offer and explain

A

bilateral - consists two promises

unilateral - consists of one promise

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9
Q

what makes an offer legally binding

A

clear
communicated
NOT statement of intent, supply of information, invitation to treat, or mere puff

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10
Q

explain guthing v Lynn 1831

A

buyer of a horse promised to pay seller and extra 5£ if horse if lucky for me - promise to pay extra fiver was too vague
offer wasn’t clear

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11
Q

explain hills v across 1932

A

contract to supply wood for one year had option permitting buyer to buy additional wood following year. option not specify type or quality - valid offer, details obtained from previous dealing and custom and practice in trade
offer must be clear

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12
Q

explain bloom v American Swiss watch co 1915

A

claimant gave information concerning jewel theif didn’t know at time reward, discovered after and tried to claim it - defendant legally obliged to pay claimant reward monies as no contract existed between partied to do so

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13
Q

what is an offer not

A

a statement expressing information
statement supplying information
an invitation to treat
mere puff or boast

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14
Q

explain re ficus 1900

A

a father informed future son in law daughter would inherit land under will - fathers words simply intention at time, not an offer so not bound by it
statement of intent

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15
Q

explain Harvery v Facey 1893

A

claimant asked defendant state lowest price would sell bumper hall pen for he said 900. claimant accepted + sued for breach of contract when defendant refused to sell - no contract had been formed defendants reply was offer but statement of minimum price
statement supplying information

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16
Q

define invitation to treat

A

not an offer that is capable of being accepted by other party
is an invitation to negotiate or pre offer

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17
Q

explain Gibson v Manchester City council 1979

A

city council adopted policy of selling council house to tenants. claiment requestsd details and received letter back stating council prepared to sell house complete form claimant applied before response local elections reversed policy and refused to sell - council not an offer invitation to treat

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18
Q

name key examples of invitation to treat

A
display of goods in shop window 
display of goods in self service shelves 
tenders
auctions
advertisements 
share prospectus
menus
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19
Q

explain fisher v bell

A

flick knife display shop window charged restrictions of offensive weapons - not an offer for sale, invitation to treat

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20
Q

explain pharmaceutical society of Great Britain v boots cash chemists southern ltd 1953

A

boots introduced self service system customers put items in basket and pay at cash desk. prosecuted pharmacy and potions act as offence to sell drugs without presence of pharmacist - no offence committed customer made offer when handing over goods at cash desk where pharmacist was

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21
Q

what is a tender

w/ example

A

person seeking to have work carried out issue a statement inviting interest parties to submit terms which they are willing to carry out work
example Spencer v harding 1870

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22
Q

explain Blackpool & flayed aero flying club ltd v Blackpool borough council 1990

A

claimant and six other parties invited by defendant council to tender for concession to provide pleasure flights. Due to an oversight by council claimants tender overlooked even though submitted on time - tenders sought from specific parties and absolute conditions governing submission

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23
Q

examples of invitation to treat

A
auctions 
advertis
window display
self service display
tenders 
share prospectus, catalogue
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24
Q

explain partied v crittenden 1968

A

mr partridge place advertisement magazine for wild birds sale, charged with unlawfully offering sale for a wild live bird - no offence committed advertisement was invitation to treat not offer for sale

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25
Q

what is the exception for advertisements

A

carlill v carbolic smoke ball company 1893

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26
Q

how can an offer be terminated

A

revocation or withdraws of the offer
lapse of time
death
rejection and counter offer

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27
Q

explain Rutledge v grant 1828

A

defendant offered to buy claimants house and gave 6 weeks to accept offer, defendant withdrew before expiration - defendant entitled to withdraw any time up until acceptance

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28
Q

explain Byrne v van tienhoven 1880

A

defendant wrote to claimants offering sell tinplates, then posted letter revoking offer but before tis was received accepted - so withdraws only effective when received so binding

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29
Q

explain Dickinson v Dodds 1880

A

defendant ordered sell his house to claimant before acceptance informed reliable third party defendant sold house to someone else - offer withdraw any time before acceptance

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30
Q

explain errington v errington and woods 1952

A

father bought a house with mortgage for son and daughter in law to live in, paid deposit and son paid mortgage father promised house would belong to couple as soon as paid off mortgage. father died widow claimed - father promise in return for instalments unilateral contract

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31
Q

explain Ramsgate Victoria hotel v monte fire 1866

A

defendant offered to buy shares in claimant company, in June attempted to accept in November. - unreasonable delay acceptance of offer so terminated through lapse of time

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32
Q

explain Hyde v wrench 1840

A

defendant offered to sell farm to claimant for 1000, claimant replied 950 defendant refused claimant tried to claim 1000 deal. heard nothing - no contract original offer no longer existed

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33
Q

explain Stevenson v clean 1880

A

defendant offered iron at certain price claimant asked about delivery and payment in instalments claimant received no reply and accepted doffer but defendant sold it - defendant in brach of contrcact as claimants question request for info not destroy original offer

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34
Q

what is acceptance

A

a final and unqualified expression of assent to terms of the offer

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35
Q

what makes an acceptance legally binding

A

mirror image of offer
unconditional
communicated to offeror

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36
Q

what is battle of the forms B

A

businesses often contract with other parties using pre printed forms - so this is the new form sent out each time with amended changes etc
each standard form is treat as a counter offer and the last form to be sent out is the offer

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37
Q

explain butler machine tool ltd v ex cell o corp ltd 1979

A

claimant sent out standard form contract to defendant offering to sell tools for name price, stating price could fluctuate defendant sent back order fixed price price claimant agreed and later tried to charge higher price - defendants order was a counter offer which claimant accepted

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38
Q

exceptions to the rule that acceptance must be communicated

A

unilateral contracts

contracts where postal rules apply

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39
Q

what is the postal rule

A

acceptance by post effective when letter posted and not when received

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40
Q

explain Adams v lindsell 1818

A

defendant posted offer to sell wool to claimant t seeking reply via post, letter arrived two days late because wrongly addressed. defendant had already sold wool to third party as delay - defendant in brach as claimants acceptance was affective when posted

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41
Q

explain household fire and carriage accident insurance company ltd v grant 1879

A

defendant applied for shares in company. posted letter of acceptance allowing shares to him but letter never arrived company went into liquidation - defendant still had to pay for hares

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42
Q

explain Howell securities v Hughes 1974

A

defendant granted claimant option to purchase land offer had to be accepted by giving notice in writing, claimant wrote to defendant to accept offer, letter never arrived. - postal rule didn’t apply offer made clear acceptance had to be received

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43
Q

explain Powell v lee 1908

A

claimant applied post headmaster, one manager from board told him he was successful he had no right to say this and later someone else got position. claimant sued for breach of contract - no contract as communication of acceptance not by an authorised agent

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44
Q

explain felt house v bindle 1862

A

claimant negotiations for horse stated £30 15s, ended saying if I hear no more then consider him mine for that much nephew didn’t reply but told auctioneer that don’t auction accidentally did to third party - no contract no communication of acceptance

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45
Q

how can acceptance be communicated

A

verbal communication
by conduct of the offeree
by fall of hammer at auction
in writing

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46
Q

explain entries v miles Far East corporation 1955

A

acceptance by telecom should be treated like acceptance by telephone instantaneous and effective on being received

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47
Q

brogden v metropolitan railway co 1977

A

mr brogden supplier railway company with coal no contract. company drafted contract and mr brogden sent back altered and they proceeded to supply coal - draft contract counter offer terms accepted by conduct of company continuing to order

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48
Q

what is the doctrine of consideration

A

essence of doctrine that a promisee can’t enforce a promise unless he has given or promised to do something in exchange ge

  • bargain between parties
  • price of the promise
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49
Q

what is executory vs executed consideration

A

executory - promise to do something in the future

executed - promise which has been performed

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50
Q

what are the key principles of consideration

A

past consideration isn’t good consideration
must be providing by promisee
need not be adequate value
must be sufficient

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51
Q

explain roscorla v Thomas 1842

A

bought a horse from Thomas for 30£ after sale Thomas gave roscorla a warranty sound and free from vice horse turned to be vicious - promise came after sale and so not enforceable

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52
Q

explain re mcardle 1951

A

mrs mcardle lived in house and was to sold and split proceeds to kids on her death. daughter in law payed for improvements and after children agreed shed pay repaid but this was disputed after death - no contract because home imporvents past considerstion

53
Q

what is the exception to past considerartion

A

a request with an implied promise to pay
she performed original act at request of defendants
clearly understood or implied between parties when act requested and claimant paid for act
defendants promise of payment been one which had made prior at time at claimant performed act in questionable then enforceable

54
Q

steward v Casey 1892

A

employee contributed many hours to invention for employer at request. work completed steward employer emplromised Casey share of invention profits - initial request implied promise would be paid reasonable sum so enforceable

55
Q

pao on v lau you long 1980

A

defendants asked claimant to promise for a year wouldn’t sell shares in company major shareholder of. later gave guarantee saying they wouldn’t and would be reimbursed for losses for holding shares. during year shares felll in value - claimant recover losses as

56
Q

what is the common law rule and exception to this

A

party can’t enforce a contract unless he’s contributes consideration
number of exceptions exist under common law and stature including contracts acts 1999

57
Q

explain Thomas v Thomas 1842

A

owner of house promised window of previous owner occupy house for life in return for rent £1 per year and keeping house in good repair later owner tried to recover window - promise to pay £1 per year and keep house in good repair sufficient consideration

58
Q

what is chapel v nestle co ltd 1959

A

ran promotion on particular chocolate bar anyone who sent three relevant wrappers entitled to vinyl records current song. issue arose necessary court to decide chocolate wrappers formed apart of the consideration - chocolate wrappers part of the consideration even thought nestle there them away as clear economic benefit from increase in sales

59
Q

white v bluest 1853

A

promise by stop stop moaning about disinherited release him from debt he owed father. Farthers dath executors sued for money - son had no legal right to moan and so not giving up anything of material value

60
Q

what are the pre existing duties

A

public
contractual
debts

61
Q

explain collins v godefroy 1831

A

collins was witness in trial and legally bound under court order give evidence promise to pay collins attended court and gave evidence - godefroys promise to play unenforceable as collins had legal duty to court

62
Q

explain glasbrook bros v glamorgan country council 1925

A

during miners strike pit owner wanted additional police officers guard mines. Owners agree to pay council additional policing later refused to do so stating police only carried out existing police duty - council provided more police officers than police consideration necessary for maintaining law and order

63
Q

stilk v myrick 1809

A

two sailors deserted a ship course of voyage, captain promised there wages would be split between them all when they sailed back - promise not binding as completing voyage crew were performing existing contractual duties

64
Q

explain Hartley v Ponsonby 1857

A

almost half crew of ship deserted master promised pay remaining sailors sum money in addition to wages, - binding as crew entitled to more money did more than contractual duty

65
Q

explain Williams v roffey bros 1990

A

roffey builder had contract refurbish building for housing association, sub contracted capture who later ran into finance difficulties and couldn’t continue, roffey promised extra money for work to continue - binding as received a practical benefit from Williams continuing, avoid paying damages under delay clause with housing association wouldn’t have to incur cost and inconvience

66
Q

explain pines case 1602

A

pines sued Cole for received of debt, he paidd harf and pinned accepted this if full satisfaction f full debt. - payment of lesser sum cannot be settlement for whole debt as wasn’t done at earlier date or a different place or some other item given

67
Q

what are the exceptions to part payment of debt not sufficient consideration

A

composition agreement
payment of debt by third party
promissory estoppel

68
Q

what is a composition agreement

A

legal agreement between a group or creditors and a debtor, each creditor agrees to accept portion of debt and can’t sue debtor for any outstanding balance owed

69
Q

what is promissory estoppel

A

debtor being sued for retainer of debt, where lender had previously promised not to pursue him, debtor can ask court to use equitable powers to prevent lender going back on promise

70
Q

explain central London property trust v high trees house ltd 1947

A

defendant owned a block of flats on leased land by claimant . during war difficult for tenants and claimant agreed they could pay reduce rent. after war end flats were all sublet again and claimant wanted rent returned to former amount requested 6 months back rent - claimant entitled to 6 months back rent and return amount to which it was before, wouldn’t have been successful if asked for all a promissory estoppel

71
Q

what are the rules of promissory estoppel

A

arise in existing contractual agreement from promise made by one party to other party where other has given no consideration in return
can’t be used to create new rights but only to prevent enforcement of rights already held
can only be used as defence
normally suspends rights for period rather than extinguish them
its an equitable principle, defendant acted dishonourable then courts not award remedy

72
Q

explain tool metal manufacturing v tungsten electric co ltd 1955

A

claimant owned a patent and licensed to defendants produce certain number of items, compensation was payable when they produced more items. decadied to forgo payments in national interest later sought compensation payments back - promise to forgo was binding but didn’t destroy right to them so could revive them

73
Q

explain d & c builders v Rees 1965

A

mrs rees persuaded builders whom she knew to be in financial difficulties accept 300 in full settlement of debt 483 by saying otherwise get nothing , later sued for rest - pinnnels case shows no further consideration agreement to accept lesser sum didn’t cancel the debt

74
Q

what is privity of contract

A

persons who aren’t part to agreement cant be bound by its contractual terms or take action if its terms are broken

75
Q

explain dunlop pneumatic tyre co ltd v Selfridge 1915

A

dunlop supplied tyres at discount to dew & co agreed not to resell below list price to buyers unless those buyers agree not to resell below list price dew supplier to selfridge breached resale price agreement dunlop tried take action against selfridge - couldn’t sue no privity of contract

76
Q

what are the exceptions to privity of contract

A

contracts where third party can sue
contracts where benefit held in trust for third party
assignment of contractual rights
agency
contrcacts of insurance , covenants relating to land and bills of exchange
contracts made for benefit of group of persons
collateral contracts

77
Q

what are the two presumptions about intention to create legal relations

A

parties to a domestic or social agreement don’t intend to be legally bound
parties to a business agreement do intend to be legally bound

78
Q

explain Balfour v Balfour 1919

A

defendant husband returned to Sri Lanka where he worked and wife remained in England. husband verbally agreed to pay his wife 30 month maintenance wife sued husband for maintenance he hadn’t paid - agreement domestic so not legally enforceable as not intended to be

79
Q

explain simians v pays 1955

A

every week defendant mrs pays her granddaughter and lodger entered fashion competition all parties shared cost and agreed to share prize defendant won 750 but refused to share - binding contract as all contributed to competition with expectation prize money shared equally

80
Q

explain Parker v Clarke 1960

A

younger couple persuaded by elderly relatives to sell own house and more in with elderly couple promised share in home when they died couples fell out and younger had to leave - sufficient intention to be legally bound evidence clear term agreement and the will change showed this as put in financial security for selling house

81
Q

explain Esso petroleum v customs & excise 1976

A

esso had sales promotion whereby garage owners offered free World Cup coin every four gallon of petrol customs and excise wanted claim purchase tax on sale of coins had to show intention to create legal relations - using promotion to gain more business so intention to create legal relations

82
Q

explain rose and frank v Compton bros ltd 1925

A

defendant appointed claimant sole distributor of carbon paper in USA agreement made between parties stated not legally binding and each party honourably pledge themselves tat carry out agreement defendant ended agreement without notice - no legally enforceable contract between parties

83
Q

what is contractual capacity

A

some persons do or don’t have legal power to make contract or their power to make contracts is limited

84
Q

give some examples of contractual capacity

A

I. persons intoxicated with alcohol or drugs

ii. persons who mentally impaired
iii. minors

85
Q

what are terms of contract

A

the contents of the contract and state the parties legal duties and obligations to each other

86
Q

explain express terms

A

terms that are actually states either orally or in writing by one of the parties making the contract

87
Q

explain implied terms

A

terms deemed to be part of the contract even though they are not expressly mentioned by either party

88
Q

how can terms be implied into a contract

A

statue
courts
custom

89
Q

what can a statement be in regards to a contract

A

traders puff or boast representation

term of contract

90
Q

define a traders puff or boast

A

parties not expected to take such statements as literally true

91
Q

what is meant by a representation in regards to a statement

A

this is a pre contractual statement inducing a party to enter into contracts

92
Q

what factors to consider when establishing between term or representation

A

importance of statement to parties
time between statement and contract
oral statements and written contracts
knowledge and skill of party making statement

93
Q

explain Bannerman v white 1861

A

defendant wanted to buy hops, in negotiations asked if they were treated with sulphur claimant said no. so defendant bought later found out they are treated with sulphur, refused to accept delivery - defendant entitled to terminate contract, statement about sulphur as fundamental term of contract

94
Q

explain Routledge v mckay 1954

A

discussing sale of motorbike model 1942 later signed contract which made no reference to age of motorbike, as was in fact 1930 model - bike being 1942 model a pre contractual statement and not a term of contract

95
Q

what is the general rule oral statements

A

oral statement is usually a representation if contract is written

96
Q

explain dick Bentley productions ltd v Harold smith ltd 1965

A

claimant asked defendant find Bentley in good condition, defendant stated car had only 20000 miles but it had 100000. - influenced claimant to purchase car, made by a specialist car trade and term of contract

97
Q

explain Oscar chess ltd v Williams 1957

A

defendant informed claimant car dealers car was 1948 model later discovered 1939 model, worth less than claimants paid for it - defendants statement not term of contract, no specialist knowledge and made statement to car specialist who have better knowledge

98
Q

how can terms be incorporated

A

signature
notice
course of dealing or trade custom

99
Q

explain l’estrange v graucob ltd 1934

A

claimant purchased cigarette vending machine, signed contract without reading it contract implied warranties when machine broke down brought an action against defendants claiming machine not fit for purpose which it was sold - claimant signed contract, bound by exclusion clause regarding implied warranties

100
Q

what are the exceptions to general rule about fund by signature

A

non es factum

misrepresentation

101
Q

what is non es factum

A

a party may be able to invoke defence of this if unable through no fault of his own to have understanding of document signed. due to defective education illness or innate incapacity

102
Q

what is misrepresentation

A

party not bound by contract they signed if they were induced to sign it as a result of a misrepresentation made to them

103
Q

explain Curtis v chemical cleaning & dyeing co 1951

A

claimant took wedding dress to defendant cleaning company signed document excluded liability damage to dress. claiament asked what document was for and was told excluded liability if beads or sequins damaged. dress returned badly stained t- defendant couldn’t rely on exclusion clause as scope had been misrepresented

104
Q

what is incorporation by notice

A

a party wished to incorporate terms into a contracts by giving the other party notice of them must satisfy 3 requirements:

i. notice given at or before time of contracting
ii. terms contained or referee in document that intended to have contractual effect
iii. reasonable steps taken to bring terms of attemntion to other party

105
Q

explain Thornton v shoe lane parking 1949

A

claimant put money in automatic ticket barrier at entrance to defendants car park, ticket issue which purported to exclude liability for injury and claimant injured in car park - defendant couldn’t rely on exclusion clause contract concluded before ticket issued

106
Q

explain Thompson v lms railway 1930

A

claimant illiterate handed a ticket stated ticket subject to conditions stated on companies timetable clause excluding liability for injury claimant injured on journey - company not liable as reasonable notice of exemption clause

107
Q

what is the red hand test

A

the more unusual the clause the more attention to be brought to them

108
Q

explain mc cutcheon v David macbrayne ltd 1964

A

claimant brother in law arranged shipment of claimants car on defendants fairy brother in law signed risk note exempting ferry from liability to damage. ferry actually sank from defendants negligence and claimants car was lost - couldn’t rely on exclusion clause as not incorporated

109
Q

explain Kendall v lillico 1968

A

three or four transactions between parties per month over three year period delivery of animal feed included sales note which contained exemption clause one occasion delivery defective not accompanied by sales note - defendants could still rely on exemption clause as buyer had adequate still rely on exemption clause as buyer adequate notice and notification been consistently supplied

110
Q

explain British crane hire corporation v Ipswich plant hire ltd 1975

A

defendants urgent need of crane and hired one from claimants over telephone claimant did send their conditions of hire but before signed sank in marsh grounds - defendants liable meet cost of recovery as defendant knew standard use in trade

111
Q

explain Hutton v warren 1836

A

claimant farmer given notice to quit his tenancy but defendant landlord insisted farmed land during period notice claimant requested allowance for seed and labour during this time - trade custom permits farmer claim fair allowance for seed and labour during notice period right became implied term of contract so claimant could recover his cost

112
Q

what is the types of terms implied and how they differ

A

matter of fact
court concludes parties would have intended terms to apply had they considered issues at time of making contract
matter of law
terms that generally present certain types of contract, usually implied to protect against exploitation of more vulnerable parties

113
Q

explain the moorcock 1889

A

claimant hired docking space for his ship at defendants wharf ship damaged when it hit ridge of rock at low tide - court stated there was an implied term in contract moorings provided by defendants be reasonable safe for ship

114
Q

explain attorney general of Belize v Belize telecom 2009

A

court had no power to improve on contract
court can’t introduce terms to make it fairer or more reasonable
term may be implied if necessary to spell out contract reasonably to be understood to mean

115
Q

explain Liverpool city council v Irwin 1977

A

defendants tenants of council owned tower block, tenancy agreement imposed obligations council reagardong maintenance tenants withheld rent - house of lords concluded term should be impliedd requiring claimant to exercise reasonable care keep common parts of tower block in repair

116
Q

what is the consumer rights act 2015

A
single piece of legislation designed to strengthen consumer rights and replace a hotch pitch of previous statutory provisions for consumer contracts
addresses 4 main areas
1.digital content 
2.goods
3.services
4. unfair terms
117
Q

what is a consumer contract

A

made between trader and consumer which supply goods services and digital content

118
Q

what is a trader

A

person acting for purposes relating to their business craft or profession

119
Q

how does consumer rights act 2015 regulate unfair terms

A
  1. matters which traders cannot exclude liability under any circumstances
  2. other terms subject to test of fairness and if a contract term is found to be unfair it will not be binding on consumer
120
Q

explain Watford electronics ltd v Sanderson 2001

A

contract for supply of computer goods contained a limitation clause limiting liability for direct loss to price paid under contract which was £104k goods didn’t perform and claimants lost 5.5million - limitation clause validd as contact been negotiated between experienced businessmen with equal bargaining powers court wouldn’t interfere

121
Q

explain George Mitchell v finned lock seeds 1983

A

claimant ordered cabbage seed from defendant which was defective and claimant lost his entire crop valued at 61k defendants sought to rely on clause in standard written terms of business limiting liability for breach to replacement of seed - clause not reasonable as breach arose from defendants negligence and defendants could have insured against crop failure without significant increase cost of seed

122
Q

what are the relative importance of contractual terms

A

conditions - major term
warranties - depends on seriousness of breach
innominate - minor term of contract

123
Q

explain poussard v piers &pond 1876

A

madame poissard employed to play leading role in an operate ill for a week and missed opening night, contract terminated - defendant employer entitled to terminate eocntract failure to perform on crucial opening night breach for condition

124
Q

explain Bettini v gye 1876

A

mr Bettini opera singer contracted by gye give series of performance attend six days of rehearsals missed first three days attempted to terminate contract - term relating to rehearsals was warranty gye could sue for damages for brach of warranty

125
Q

explain Hong Kong fir shipping v Kawasaki kisses kaisha 1962

A

defendants charters a ship from claimants for 24 months contract stated ship would be in every way fitted for cargo service ship broke down and 20 weeks use lost defendants purport rated terminate contract - innominate term breach of it not sufficiently serious permit defendants terminate contract importance of term judge relation actual damages

126
Q

explain behave nv v Bremer handelsgesellschaft 1975 (hans Nord)

A

contract for sale of citrus pulp animal feed provided they were delivered in good condition some were damages and buyer rejected whole cargo later bought at reduced price and used for original purpose - breach not sufficiently serious to permit termination

127
Q

explain the hans Nord test

A

criteria courts may interpret status of innominate terms

  1. express intention of parties is paramount
  2. use of words condition and warranty describe terms evidential value only
  3. party statutory right to terminate
  4. consistently established commercial practice
  5. innocent party may terminate contract if damage resulting from brach extensive
128
Q

explain Lombard north central plc v butterworts 1987

A

defendant late in paying instalments lease of computer so claimant terminated contract and sued for damages - late payment not normally be grounds for termination but contract stated prompt payment was of essence and failure to comply would entitle hire company terminate agreement

129
Q

explain scholar AG v wick man machine tool sales 1974

A

wick man given sole selling rights for scholars panel presses use in car manufacturing contract stated a condition of contract send representative every week - term not a condition in sense that single breach entitle scholar to terminate contract