FChapter~义.ppt

Chapter 5 Terms of a contract Terms 1 2 Terms 1 2 Express and implied terms 3 Terms As a general rule, the parties to a contract may include in the agreement whatever terms they choose. This is the principle of freedom of contract. Terms clearly included in the contract are express terms. The law may complement of replace terms by implying terms into a contract. Terms Implied term Terms Condition is a vital term going to the root of the contract, while a warrant is a term subsidiary to the main purpose of the contract. A condition is vital to a contract so that its breach will destroy the basis of the agreement Warranty is a minor term in a contract. If broken, the injured party must continue performance but may claim damages for the loss suffered. Innominate terms Exclusion clauses Incorporation 5 Construction 6 Reasonable 7 Reasonable 7 Chapter 6 Breach of Contract Discharge Agreement Frustration Performance Breach Lawful excuse not to perform contractual obligations Impossible Rejected Other party made it impossible Frustration By agreement permitted non-performance Repudiatory breach Refusal to perform Failure to perform an entire obligation Incapacitation Breach of condition Breach of an innominate term Termination for repudiatory breach Not bound by his future or continuing contractual obligation Need not accept nor pay for performance Refuse to pay Reclaim money Not discharge Remoteness of damage 2 Remoteness of damage Loss must arise naturally In a manner which the parties may reasonably be supposed to have contemplated Loss outside the natural course of events will only be compensated if exceptional circumstances are within the defendant’s knowledge when he made the contract Measure of damages 3 4 Measure of damages Liquidated damages A fixed or ascertainable sum agreed by the parties at the time of contracting, payable in the event of a breach. Other common law remedies Action for the price Quantum meruit Equitable remedies 5 Chapter 7 The La