Contract Terms

Incorporated Terms

Documents included in the contract as terms.

Representations

Statements not incorporated into the contract.

L'Estrange v Graucob

Signed documents are incorporated regardless of understanding.

Interfoto v Stiletto

Unusual or onerous terms require specific attention for inclusion.

Curtis v CCD

if an oral clarification is made, it will be incorporated

Grogan v Robin Meredith

Rule applies only to contractual documents.

Thornton v Shoe Lane

The more onerous the clause, the clearer it must be.

O'Brien v MGN

Terms must be easily found before contract signing.

Chapelton v BUDC

Clear signage is necessary before contract formation.

Parker v SE

Reasonable steps taken can prevent disputes over terms.

Birch v Paramount Estates

Important statements may indicate a contractual condition.

Routeledge v McKay

Duration suggests verbal statements may lack importance.

Dick Bentley v Harold Smith

Professional sellers are expected to know details.

Fitness for Purpose Test

Goods must fit purpose if recommended.

Oscar Chess v Williams

Private sellers may lack detailed knowledge.

Implied by Custom

Usual terms in specific trade contracts.

Consumer Rights Act 2015

Regulates consumer protections in contracts.

Hollier v Rambler

Infrequent dealings may exclude statements from contracts.

Spurling v Bradshaw

Frequent dealings imply awareness of terms in B2B.

Satisfactory Quality

Goods must meet reasonable person's quality standards.

Regular Course of Dealings

Patterns in transactions affect term incorporation.

Condition

Major term; breach defeats contract purpose.

Warranty

Minor term; damages awarded only if breached.

Poussard v Spiers & Pond

Case illustrating conditions in contracts.

Bettini v Gye

Case illustrating warranties in contracts.

Traditional Test

Determines if term affects contract's core.

Sale of Goods Act 1979

Requires quality terms as conditions in B2B.

Schuler v Wickman

Case showing evidence of term's importance.

Innominate Terms

Ambiguous terms; breach impacts contract's value.

Hong Kong v Fir Shipping

Test for innominate terms based on benefit loss.

Bunge Corporation

Condition established for loading readiness clause.

Cehave v Bremer

Court finds innominate terms to prevent exploitation.

Implied through Custom/Trade

Terms usual in specific trade contracts, e.g., B2B.

British Crane v Ipswich Plant

Case illustrating implied terms through custom in trade.

Implied by Fact

Terms likely intended by both parties during contract.

Irwin v LCC

Case showing mutual agreement needed for implied terms.

Business Efficacy Test

Determines necessity of term for contract's coherence.

The Moorcock

Case establishing business efficacy in implied terms.

Officious Bystander Test

Suggests obvious terms that parties would agree upon.

Shirlaw v Southern Foundries

Case exemplifying the officious bystander test.

Consumer

a party entering into a contract for purposes wholly outside the individual's trade or business

Trader

a party entering into a contract for purposes relating to that person's trade or business

Satisfactory quality

The goods must be satisfactory quality as judged by the reasonable person, based on: the price of the goods, the description of the goods - such as description of quality eg new, used, good.

Fit for purpose

The goods must be fit for purpose - meaning its ordinary use.

Safety of goods

The goods should be safe.

Durability of goods

The goods must be durable.

Minor defects

The goods must be free from minor defects.

Fitness for purpose test

The fitness for purpose test:

Implied Term

Goods must fit purpose seller recommends.

Goods Description

Goods sold must match provided description.

Right to Reject

Consumers can reject goods within 30 days.

Repair or Replacement

Consumers can request repair after 30 days.

Price Reduction

If unfixable, consumers can receive price reduction.

Exclusion Clause

Terms that limit or exclude liability in contracts.

Incorporation Rules

Guidelines for including terms in contracts.

Consumer Rights Act

Legislation protecting consumer rights in transactions.

Section 62

Limits consumer rights compared to trader obligations.

Section 65

Exclusions for death/injury by negligence are unfair.

Section 31

Excluding implied rights to goods is unfair.

Unfair Contract Terms Act 1977

Regulates exclusion clauses in contracts.

Section 2(1) UCTA

Negligence exclusion for death/injury is prohibited.

Section 2(2) UCTA

Property damage exclusion by negligence is reasonable if justified.

Section 3 UCTA

Breach of contract can be excluded if reasonable.

Section 11(1) UCTA

Exclusion clauses must be reasonable at contract formation.

Bargaining Power Imbalance

Greater imbalance increases likelihood of unreasonableness.

Inducement Consideration

Discounts may justify reasonableness of exclusion clauses.

Knowledge of Terms

Hidden terms likely deemed unreasonable by consumers.

Special Order Goods

Exclusions likely reasonable for custom-made items.

Conditional Liability Acceptance

Conditions must be reasonable for liability acceptance.

Classification

Categorization of breach effects in legal terms.

Incorporation

Process of including terms into a contract.

Exclusion Clauses

Terms limiting liability, also considered incorporation.

Implied Terms

Terms not explicitly stated but understood in context.

Repudiation

Refusal to fulfill contractual obligations.

Damages

Compensation for loss or injury due to breach.

Express Terms

Clearly stated provisions within a contract.