CONTRACT LAW FINAL EXAM NOTES, Study notes of Contract Law

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CONTRACT LAW FINAL EXAM NOTES

1. IDENTIFICATION OF EXPRESS TERMS

2. IDENTIFICATION OF IMPLIED TERMS

3. ENDING A CONTRACT

4. DAMAGES

5. VITIATING FACTORS

Signed Contractual Document Terms from Notice Cause of Dealings

The execution of a written agreement creates a presumption that the parties intend the documents to constitute the full terms of their agreement: Equuscorp. Per an objective approach, a written statement of the parties’ agreement should be accorded greater weight than the parties’ earlier oral agreement A. Express Terms in Signed Document Presumption that a party who has signed a contract will be bound by those terms regardless of whether it is read or not, in the absence of fraud : L’Estrange v F Graucob ; Toll (FGCT) v Alphapharm. Binding even if not read, intention and acceptance measured objectively on the words and conduct leading a reasonable person in the position of the other party to believe: Toll [F]: Did not read clauses, notice waived by signature Exceptions to presumption: Curtis v Chemical Cleaning & Dyeing Co Non est factum (e.g. illiteracy , underage ) [Petelin v Cullen] Document cannot be reasonably understood to be contractual (e.g. dry-cleaning voucher) [Curtis Chemical Cleaning & Dyeing] Misrepresentation (innocent or fraudulent). “If it conveys a false impression, that is enough” B. Incorporation of Terms from Notice

1. Timing: notice of the terms must be given before the contract is formed: Oceanic Sun Line

2. Notice – reasonable steps to bring the terms to the notice of other party: Thornton v Shoe Lane

Mere knowledge by Offeree that document contains contractual terms is enough Greater steps must be taken when the provisions are onerous [Thornton v Shoe Lane Parking] or are unusual [Baltic Shipping Co] Size of the print referring to the condition not visible at time of purchase (Thornton v Shoe Lane Parking Ltd) Availability of the condition for review prior to entering into the contract (Thornton v Shoe Lane Parking Ltd) Prominence of the condition amongst other conditions (Thornton v Shoe Lane Parking Ltd) Other conditions only available to passengers attending office personally (Baltic Shipping Co v Dillon) Oceanic Sun Line Special Shipping Company Inc v Fay (1988) : J: Issue was primarily when the contract was made. D claims there was no contract in Sydney because it reserved the right to cancel cruises and making their promise illusory (Similar to MacRobertson Miller Airline ). However, in MacRobertson the court regarded the exemption clause as showing the carrier had undertaken ‘no executory obligation which creates rights in an obligee’, which did not apply here as D does incur contractual obligations through the exchange order. Therefore contract was entered in Australia through the exchange order alongside the rights of D in that order. D thus has no right to introduce new conditions of carriage by printing them on the actual ticket. Payment of fare was an option to acquire a ticket/entitlement to be carried on terms already agreed, not a mere piece of paper. Court also affirmed the need for reasonable notice. Thornton v Shoe Lane Parking Ltd [1971] : Timing- Denning distinguished this case (with automated machine) from normal cases. The customer cannot get his money back ( offer = machine ready to receive money, acceptance = input of money ). Terms written on ticket would be too late to be binding as contract has already been made. Thus the only binding terms would be those outside the garage. Baltic Shipping Co v Dillon (The Mikhail Lermontov) (1991) : Court held that despite contract only entered when tickets were issued , it did not allow that unusual terms could be incorporated without further notice to R. A needed to notify R to unusual conditions which were not previously