This chapter distinguishes conditions, warranties, and innominate terms in relation to the different consequences of their breach; the availability, or not, of the right to terminate for breach. It identifies the test for determining which classification applies to a particular term, relating it to the benefits and drawbacks of the condition and the innominate term categorizations: certainty/inflexibility in relation to conditions and flexibility/certainty in relation to innominate terms. The development of the innominate term approach in Hong Kong Fir is explored. The significance of the objective intention of the parties at the time the contract was made is examined with reference to key cases, such as Bunge v Tradax and Ark Shipping v Silverburn Shipping.
Chapter
8. Classification of terms
Chapter
8. Terms of a Contract
This chapter focuses on the terms or details of a contractual agreement, and considers the implications of what the parties intend to include in the agreement, what they did not mean to be included in the contract, and what significance different terms may have in the contract. It distinguishes between the terms of a contract and representations, and considers whether, when a term has been identified as such, it is a ‘condition’ or a ‘warranty’. The chapter then studies how terms are implied into the contract and how this affects terms that have been expressed. It concludes by examining how parties may seek to exclude or limit a legal responsibility through the incorporation of an exclusion clause.
Chapter
22. Breach of Contract and Termination
This chapter begins with a definition of ‘breach of contract’ and then outlines the circumstances in which a breach of contract gives to the innocent party a right to terminate further performance of the contract. These include breach of a condition and breach of an intermediate term where the consequences of the breach are sufficiently serious. The chapter also considers the problems that can arise in deciding the status of a term which has not been classified by the parties as a condition, a warranty, or an intermediate term. It examines termination clauses and the significance attached to the good faith of the party who is alleged to have repudiated the contract. The chapter includes a brief comparison of English law with the Vienna Convention on Contracts for the International Sale of Goods and with the Principles of European Contract Law, and also addresses the question of whether an innocent party is obligated to exercise its right to terminate further performance of the contract, and considers the loss of the right to terminate. It concludes with a discussion of the law of anticipatory breach of contract.
Chapter
22. Breach of Contract and Termination
This chapter begins with a definition of ‘breach of contract’ and then outlines the circumstances in which a breach of contract gives to the innocent party a right to terminate further performance of the contract. These include breach of a condition and breach of an intermediate term where the consequences of the breach are sufficiently serious. The chapter also considers the problems that can arise in deciding the status of a term which has not been classified by the parties as a condition, a warranty, or an intermediate term. It examines termination clauses and the significance attached to the good faith of the party who is alleged to have repudiated the contract. The chapter includes a brief comparison of English law with the Vienna Convention on Contracts for the International Sale of Goods and with the Principles of European Contract Law, and also addresses the question of whether an innocent party is obligated to exercise its right to terminate further performance of the contract, and considers the loss of the right to terminate. It concludes with a discussion of the law of anticipatory breach of contract.
Chapter
11. Discharge of the contract
This chapter examines the procedures and processes involved in the discharge of a contract. It describes the situations under which a contract will become discharged and discusses the four methods of discharge, namely discharge by performance, discharge by agreement, discharge by breach, and discharge by frustration. This chapter also explains that there are cases where a contract will be automatically discharged with no possibility of continuance (such as where the contract is discharged by frustration) and there are those where the actions of one party may result in the other party being entitled to terminate the contract (for example, breach of a condition) or may simply entitle him to recover damages only (for example, breach of a warranty).
