Business Law

Chapter 7 the terms of the contract 1. When contract is made orally, not all oral statement will amount to a term some are just ‘mere puffs’. These statements will never provide any form of remedy. 2. Mere puff只是单纯的吹嘘，是一种statement of opinion, 不构成任何的representation或term 3. 三种不同的terms：conditions, warranties, and innominate terms * CONDITIONS: important terms form the main structure of the contract. If breach, repudiate the contract and claim the damage * WARRANTIES: minor terms ancillary(辅助) to the contract. If breach, entitle to damages * INNOMINATE TERMS: the court will decide whether a particular breach to be treated as one of condition or warranty. 4. 区别terms和mere representations * Terms: form part of the contract, if not complied with, can result in an action of breach of contract * Mere representations: simple statements made to induce the other party to contract, not form part of the contract and will not cause an action of breach of contract (but constitute a misrepresentation) * The remedies are different!!! * Factors * Timing: generally, the longer the time between the making of the statement and the entering into of the contract, the less likely it will be that the statement was intended to be a term * The importance of the statement: 没有这个statement, 一方就不会enter into contract * The knowledge of the parties: party with specialist knowledge vs. party without specialist knowledge * Statements of opinion * Statements inviting verification: 一方邀请另一方检验a statement’s validity 则这个statement通常不会被认为是term. 特别的,若一方特别指出他的statement可信且不需被检验,则这个statement通常会被认为是term * Written contracts (the parol evidence rule pp.178) 5. Implied terms (in law or in fact) * Terms implied in law: oblations imposed on certain commonly arising contracts 辨别方法：Has the law already defined the obligation or the extent of it? 可以当作先例为以后的case服务的 * Terms implied by the courts：两个要求 * 1) contract must be a defined type *