Important Concepts in Contract
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Partridge V Crittenden [1968] 1 WLR 1204 - 04-25-2019 by Travis - Law Case Summaries
Partridge v Crittenden [1968] 1 WLR 1204 - 04-25-2019 by Travis - Law Case Summaries - https://lawcasesummaries.com Partridge v Crittenden [1968] 1 WLR 1204 https://lawcasesummaries.com/knowledge-base/partridge-v-crittenden-1968-1-wlr-1204/ Facts On 13 April 1967, an advertisement by Arthur Partridge appeared in a periodical called "Cage and Aviary Birds". The advertisement stated: "Quality British A.B.C.R... Bramblefinch cocks, Bramblefinch hens 25 s. each." The advertisement made no mention of any "offer for sale". Partridge sold one of these birds to Thomas Thompson, who had sent a cheque to Partridge with the required purchase amount enclosed. Anthony Crittenden, a member of the RSPCA, charged Partridge for selling a live wild bird in violation of section 6 of the Protection of Birds Act 1954 (UK). The magistrate decided that the advertisement was an offer for sale and Partridge was convicted. Partridge appealed. Issues Did the advertisement constitute an offer for sale or merely an invitation to treat? Held The UK High Court held that the advertisement was an invitation to treat. The advertisement had appeared in the "Classified Advertisements" section of the periodical. It made no mention of being an "offer for sale". The Court considered Fisher v Bell, where a shopkeeper had advertised a prohibited weapon in his shop front window with a price tag. In that case, it was plain the placement of the weapon with a price tag constituted an offer for sale. However, in this situation, the advertisement was merely an invitation to treat, given its placement in the periodical. -
Introduction
17 May 2016 Learn With Us: Boilerplate clauses Jenny Mee, Partner, K&L Gates © Copyright 2016 by K&L Gates. All rights reserved. INTRODUCTION This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances 5/17/2016 without first consulting a lawyer. ©2016 K&L Gates LLP. All Rights Reserved. 1 WHAT IS A “BOILERPLATE” CLAUSE? Boilerplate is any text that is or can be reused in new contexts or applications without being greatly changed from the original (Wikipedia) In contract law, the term "boilerplate language" describes the parts of a contract that are considered standard (Wikipedia) klgates.com 3 ETYMOLOGY ° Wikipedia: ° "Boiler plate" originally referred to the sheet steel used to make boilers ° The analogy between the curved steel used to make water boilers and curved metal used to print prepared text was based on: ° the curved shape of the plate; and ° the fact that it had been prepared elsewhere before being incorporated into a downstream producer’s finished product ° In the field of printing, the term dates back to the early 1900s klgates.com 4 This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances 5/17/2016 without first consulting a lawyer. ©2016 K&L Gates LLP. All Rights Reserved. 2 EXAMPLES OF BOILERPLATE CLAUSES ° “General” clause at the back, covering (eg): ° Governing law and jurisdiction ° Notices ° Entire agreement ° Further assurances ° No waiver ° Severability ° Contra proferentum (no adverse interpretation) ° Standard definitions and interpretation provisions ° Other standard clauses ° eg force majeure, termination, insurance, etc klgates.com 5 AGENDA FOR THIS SESSION ° Entire agreement clauses ° Set-off clauses ° No waiver clauses klgates.com 6 This publication is for informational purposes and does not contain or convey legal advice. -
Deed of Novation and Variation of The
DEED OF NOVATION AND VARIATION OF THE SUPPLEMENTAL FUNDING AGREEMENT FOR LISKEARD HIL.LFORT PRIMARY SCHOOL The Parties to this Deed are: (1) THE SECRETARY OF STATE FOR EDUCATION of Sanctuary Buildings, Great Smith Street, London SW1P 3BT (the “Secretary of State”); (2) ADVENTURE LEARNING ACADEMY TRUST, a charitable company incorporated in England and Wales with registered company number 08614382 whose registered 12th address is at Michelmores LLP, Floor, 6 New Street Square, London, EC4A 3SF (“Outgoing Academy Trust”); and (3) TRURO & PENWITH ACADEMY TRUST, a charitable company incorporated in England and Wales with registered company number 08880841 whose registered address is at College Road, Truro, Cornwall TR1 3XX (“Incoming Academy Trust”), together referred to as the “Parties”. INTRODUCTION A. Liskeard Hillfort Primary School is an academy within the meaning of the Academies Act 2010 (the “Academy”) and is currently operated by the Outgoing Academy Trust (a multi academy trust). S. The Secretary of State and the Outgoing Academy Trust entered into a Supplemental Funding Agreement on 29 May 2014 (the “Agreement”) for the maintenance and funding of the Academy (attached as Schedule 1 “Existing Supplemental Funding Agreement”). C. It is proposed that, with effect from 00.01 am on 1 April 2019 (“Transfer Date”), the Incoming Academy Trust will assume responsibility for the management and operation of the Academy in succession to Outgoing Academy Trust. D. The Parties wish to novate the Agreement to the Incoming Academy Trust and the Secretary of State and the Incoming Academy Trust wish to vary the terms of the Agreement subject to the provisions of this Deed. -
Law 410 CONTRACTS BUCKWOLD
Law 410 CONTRACTS BUCKWOLD 1 FORMATION: Is there a contract? In order to have a contract, you must have: o Capacity to contract: Note that minors can enforce a contract against adults, but adults cannot enforce against minors. o Consensus ad idem – ie “meeting of the minds”: Parties must be in agreement to the same terms. Offer & acceptance . Certainty as to terms o Consideration: Parties must have exchanged value not necessarily money, but what they deem to be value. 2 types of contract: o Bilateral: promissory offer by X + acceptance by Y entailing a reciprocal promise . E.g. X offers to sell car to Y for $5000 (offer). Y agrees to by the car (acceptance) = Contract! Which includes: Express terms (e.g. price, model, payment, etc.) Implied terms (implied on basis of presumed intention) o Unilateral: promissory offer by X + acceptance by Y through performance of requested act(s) . E.g. X offers to give Y a sandwich if Y dusts X‟s house (offer). Y dusts (acceptance) = Contract! Which includes: Express terms Implied terms (see above) TERMS OF CONTRACT Note: As a general rule, terms of a contract are those expressly established by the offer plus terms that may be implied. (See MJB Enterprises for more on implied terms) Does lack of subjective knowledge of the terms of an offer preclude recognition and enforcement of an unknown term? No. If the terms are readily accessible, then signing the contract (or clicking “I accept”) constitutes agreeing to them. Rudder v. Microsoft Corp Class action lawsuit against Microsoft; Microsoft said -
Contracts Course
Contracts A Contract A contract is a legally enforceable agreement between two or more parties with mutual obligations. The remedy at law for breach of contract is "damages" or monetary compensation. In equity, the remedy can be specific performance of the contract or an injunction. Both remedies award the damaged party the "benefit of the bargain" or expectation damages, which are greater than mere reliance damages, as in promissory estoppels. Origin and Scope Contract law is based on the principle expressed in the Latin phrase pacta sunt servanda, which is usually translated "agreements to be kept" but more literally means, "pacts must be kept". Contract law can be classified, as is habitual in civil law systems, as part of a general law of obligations, along with tort, unjust enrichment, and restitution. As a means of economic ordering, contract relies on the notion of consensual exchange and has been extensively discussed in broader economic, sociological, and anthropological terms. In American English, the term extends beyond the legal meaning to encompass a broader category of agreements. Such jurisdictions usually retain a high degree of freedom of contract, with parties largely at liberty to set their own terms. This is in contrast to the civil law, which typically applies certain overarching principles to disputes arising out of contract, as in the French Civil Code. However, contract is a form of economic ordering common throughout the world, and different rules apply in jurisdictions applying civil law (derived from Roman law principles), Islamic law, socialist legal systems, and customary or local law. 2014 All Star Training, Inc. -
In Dispute 30:2 Contract Formation
CHAPTER 30 CONTRACTS Introductory Note A. CONTRACT FORMATION 30:1 Contract Formation ― In Dispute 30:2 Contract Formation ― Need Not Be in Writing 30:3 Contract Formation ― Offer 30:4 Contract Formation ― Revocation of Offer 30:5 Contract Formation ― Counteroffer 30:6 Contract Formation ― Acceptance 30:7 Contract Formation ― Consideration 30:8 Contract Formation ― Modification 30:9 Contract Formation ― Third-Party Beneficiary B. CONTRACT PERFORMANCE 30:10 Contract Performance — Breach of Contract — Elements of Liability 30:11 Contract Performance — Breach of Contract Defined 30:12 Contract Performance — Substantial Performance 30:13 Contract Performance — Anticipatory Breach 30:14 Contract Performance — Time of Performance 30:15 Contract Performance — Conditions Precedent 30:16 Contract Performance — Implied Duty of Good Faith and Fair Dealing — Non-Insurance Contract 30:17 Contract Performance — Assignment C. DEFENSES Introductory Note 30:18 Defense — Fraud in the Inducement 30:19 Defense — Undue Influence 30:20 Defense — Duress 30:21 Defense — Minority 30:22 Defense — Mental Incapacity 30:23 Defense — Impossibility of Performance 30:24 Defense — Inducing a Breach by Words or Conduct 30:25 Defense — Waiver 30:26 Defense — Statute of Limitations 30:27 Defense — Cancellation by Agreement 30:28 Defense — Accord and Satisfaction (Later Contract) 30:29 Defense — Novation D. CONTRACT INTERPRETATION Introductory Note 30:30 Contract Interpretation — Disputed Term 30:31 Contract Interpretation — Parties’ Intent 30:32 Contract Interpretation — -
THE DOCTRINE of CARLISLE and CUMBERLAND BANKING CO. V
661 THE DOCTRINE OF CARLISLE AND CUMBERLAND BANKING CO. v. BRAGG.* The facts of this well known case. are that Bragg was induced by the fraud of Rigg to, sign a guarantee of the latter's debts upon;. the representation that it was an insurance paper. On an occasion when Rigg and the defendant had been drinking together, Rigg produced a paper purporting to relate to insurance, and asked Bragg to sign it, explaining that a similar paper which Bragg had signed on a previous day had become wet and blurred by the rain. The defendant signed without reading it. In an action brought by the Bank an the guarantee,-Bragg pleaded non est factum. The jury found that the defendant did not know that the document was a guarantee, and that he was negligent in signing. The Court of Appeal held that, in contemplation of law, Bragg had never signed the instrument, and that his negligence did not estop him from setting up the plea of anon est factum. Before this decision there was a strong current of long recognized authority for the proposition that a person who negligently executes an instrument is estopped as against third parties who acquired rights under it.' Thoroughgood's Case is the first decision.. Lord Coke held that if a deed be explained in wards other than the truth it shall not bind the unlettered layman who is deceived.3 Skinner reports a case where the court commented on a defendant's liability under a carelessly signed lease; "being able to read it was his own folly, otherwise if he had been unlettered."3a Sheppard declares that if a party who can read seals a deed without reading it, or if illiterate or blind, without requiring it to be read over to him, then although the deed be contrary to his mind, it is good and unavoid- able.4 Thus, in the absence of negligence the illiteracy of the person *This article was submitted in the competition for the Carswell Essay Prize in Dalhousie Law School and was given first place by the Faculty. -
SAMPLE NOTES from OUR LLB CORE GUIDE: Contract Law Privity Chapter
SAMPLE NOTES FROM OUR LLB CORE GUIDE: Contract Law Privity chapter LLB Answered is a comprehensive, first-class set of exam-focused study notes for the Undergraduate Law Degree. This is a sample from one of our Core Guides. We also offer dedicated Case Books. Please visit lawanswered.com if you wish to purchase a copy. Notes for the LPC are also available via lawanswered.com. This chapter is provided by way of sample, for marketing purposes only. It does not constitute legal advice. No warranties as to its contents are provided. All rights reserved. Copyright © Answered Ltd. PRIVITY KEY CONCEPTS 5 DOCTRINE OF PRIVITY Under the common law: A third party cannot… enforce , be liable for, or acquire rights under … a contract to which he is not a party. AVOIDING THE DOCTRINE OF PRIVITY The main common law exceptions are: AGENCY RELATIONSHIPS ASSIGNMENT TRUSTS JUDICIAL INTERVENTION The main statutory exception is: CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 44 PRIVITY WHAT IS PRIVITY? “The doctrine of privity means that a contract cannot, as a general rule, confer PRIVITY rights or impose obligations arising under it on any person except the parties to it.” Treitel, The Law of Contract. Under the doctrine of privity: ACQUIRE RIGHTS UNDER A third party cannot BE LIABLE FOR a contract to which he is not a party. ENFORCE NOTE: the doctrine is closely connected to the principle that consideration must move from the promisee (see Consideration chapter). The leading cases on the classic doctrine are Price v Easton, Tweddle v Atkinson and Dunlop Pneumatic Tyre Co Ltd v Selfridges & Co Ltd. -
Offer and Acceptance
CHAPTER TWO Offer and Acceptance [2:01] In determining whether parties have reached an agreement, the courts have adopted an intellectual framework that analyses transactions in terms of offer and acceptance. For an agreement to have been formed, therefore, it is necessary to show that one party to the transaction has made an offer, which has been accepted by the other party: the offer and acceptance together make up an agreement. The person who makes the offer is known as the offeror; the person to whom the offer is made is known as the offeree. [2:02] It is important not to be taken in by the deceptive familiarity of the words “offer” and “acceptance”. While these are straightforward English words, in the contract context they have acquired additional layers of meaning. The essential elements of a valid offer are: (a) The terms of the offer must be clear, certain and complete; (b) The offer must be communicated to the other party; (c) The offer must be made by written or spoken words, or be inferred by the conduct of the parties; (d) The offer must be intended as such before a contract can arise. What is an offer? Clark gives this definition: “An offer may be defined as a clear and unambiguous statement of the terms upon which the offeror is willing to contract, should the person or persons to whom the offer is directed decide to accept.”1 An further definition arises in the case of Storer v Manchester City Council [1974] 2 All ER 824, the court stated that an offer “…empowers persons to whom it is addressed to create contract by their acceptance.” [2:03] The first point to be noted from Clark’s succinct definition is that an offer must be something that will be converted into a contract once accepted. -
The Remedy of Avoidance of Contract Under CISG-General Remarks And
THE REMEDY OF AVOIDANCE OF CONTRACT UNDER CISG—GENERAL REMARKS AND SPECIAL CASES Ulrich Magnus, Hamburg* A. INTRODUCTION Under the CISG, avoidance is the one-sided right of a party to terminate the contract by its mere declaration.1 Such termination of a contract is the hardest sword that a party to a sales contract can draw if the other party has breached the contract. No other remedy—claim for performance, price reduction, damages—has the same incisive effect. For, it not only deprives avoidance to the party in breach of the benefit of the contract including the lost profit and renders often futile prior investments; if it is the seller who has breached the contract he is also burdened with the risks of the goods. These risks of damage to, or even loss of, the goods are particularly high when the goods are already in a foreign country. In CISG sales, this is typically the case. The seller must then either retransport the goods with the respective costs or attempt to resell them on the foreign market, which he may not know very well. Rightfully declared avoidance can therefore be very burdensome to the seller. However, if it is the buyer who has breached the contract the consequences of termination may be hard for him, too, in particular if he already has resold the goods and now faces damages claims from his sub- buyers because of non-delivery or if he already made investments in expectation of the delivery. Therefore, it is clear that on the one hand the remedy of avoidance should not be granted too easily, but on the other hand there must be a borderline from where the innocent party must be entitled to bring the contract to an end. -
Introduction to Law and Legal Reasoning Law Is
CHAPTER 1: INTRODUCTION TO LAW AND LEGAL REASONING LAW IS "MAN MADE" IT CHANGES OVER TIME TO ACCOMMODATE SOCIETY'S NEEDS LAW IS MADE BY LEGISLATURE LAW IS INTERPRETED BY COURTS TO DETERMINE 1)WHETHER IT IS "CONSTITUTIONAL" 2)WHO IS RIGHT OR WRONG THERE IS A PROCESS WHICH MUST BE FOLLOWED (CALLED "PROCEDURAL LAW") I. Thomas Jefferson: "The study of the law qualifies a man to be useful to himself, to his neighbors, and to the public." II. Ask Several Students to give their definition of "Law." A. Even after years and thousands of dollars, "LAW" still is not easy to define B. What does law Consist of ? Law consists of enforceable rule governing relationships among individuals and between individuals and their society. 1. Students Need to Understand. a. The law is a set of general ideas b. When these general ideas are applied, a judge cannot fit a case to suit a rule; he must fit (or find) a rule to suit the unique case at hand. c. The judge must also supply legitimate reasons for his decisions. C. So, How was the Law Created. The law considered in this text are "man made" law. This law can (and will) change over time in response to the changes and needs of society. D. Example. Grandma, who is 87 years old, walks into a pawn shop. She wants to sell her ring that has been in the family for 200 years. Grandma asks the dealer, "how much will you give me for this ring." The dealer, in good faith, tells Grandma he doesn't know what kind of metal is in the ring, but he will give her $150. -
Summary Contents
Summary Contents Authors’ preface ............................................................................................................ V Contents ....................................................................................................................... XV Bibliography ................................................................................................................. XXXIX List of Abbreviations LXXIII Chapter 1 Introduction and Basic Principles ................................................................. 1 Chapter 2 The Arbitration Agreement and the Jurisdiction of the Arbitral Tribunal 73 Chapter 3 The Arbitral Tribunal ................................................................................... 173 Chapter 4 The Arbitral Procedure .................................................................................. 243 Chapter 5 Conditions of Admissibility .......................................................................... 339 Chapter 6 The Law Applicable to the Merits of the Case ......................................... 391 Chapter 7 The Award .................................................................................................... 423 Chapter 8 Recognition and Enforcement of Arbitral Awards ...................................... 521 Chapter 9 Treaty-based Investment Arbitration........................................................... 575 Chapter 10 Sports Arbitration ........................................................................................ 613 Table of Cases