Contract 2思维导图

U534561445

2023-05-16

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Contract

合同

Contract 2

树图思维导图提供《Contract 2》在线思维导图免费制作，点击“编辑”按钮，可对《Contract 2》进行在线思维导图编辑，本思维导图属于思维导图模板主题，文件编号是：27730dc2feba60d224d917f957182bf8

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privity of contract

CRTPA - Contract (Rights of Third Parties)Act 1999

not apply to employment or article of association

can expressly excluded

if applied, parties cannot change contract prejudicing third party rights without consent

agency

assignment

transfer of rights, not obligation. if both transferred, it is a novation

subrogation

insurance

guarantee - subrogate from creditor

collateral contract

between promisor and third party, along main contract. largely replaced by CRTPA

trust

trustor may enforce contract made by trustee with others

terms of contract

statement of fact

term-part of contract

representation-not part of contract, but induce the other party to enter into contract. (e.g. oral statement not contained in writing contract)

importance of the statement

at what stage in negotiation

whether party making statement had special knowledge. if yes, likely to be term. if no, likely to be representation

type1

conditions

warranties

innominate

time of the essence: if time agreed in commercial contract, general presumption it is of essence

type2

express terms

incorporation of terms

Parol Evidence Rule

general presumption that external evidence cannot add to written contract

exception: implied terms

entire agreement clause

cannot avoid liability for misrepresentation

implied terms

terms implied by statute

SGA-Sale of Goods Act 1979 apply to B2B (condition)

seller has title

match description

satisfactory quality: fit for purpose

fit for purpose

CRA-Consumer Rights Act 2015 apply to B2C (cannot be excluded)

reasonable care, skill, price, time

in line with information customer relies on

SAGA-Supply of Goods and Services Act 1982 apply to B2B (innominate)

reasonable time, care, skill- innominate terms

terms implied by court

to give business efficacy-terms implied in fact

"officious bystander" test: it goes without saying

standard: not only reasonable, but be necessary for contract to work

terms implied by custom and usage

terms implied from a course of dealings between parties

a regular and consistent course of dealings

incomplete agreement & vague terms

test: sufficient certainty

agreements to agree- to be agreed, contract not exist due to uncertainty

courts involvement

resolving uncertainty: there is a mechanism agreed by parties to resolve uncentainty

parties familiar with trade

future performance

has been partially performed

statutory assistance by implied terms

sever (remove) uncertain terms

test: whether can sever without affacting substance of bargin

exclusion clauses

requirement

construed so as to cover the breach that has arisen

not prohibited by statute

reasonable

incorporation

form

by signature

exception

misrepresentation

"non est factum" - party has no understanding of document. (very difficult)

by notice

before or at the time of contract was concluded

through custom or previous dealing

regular and consistent course of dealing

construction

contra proferentem rule: against party seeking to rely on exclusion clause

unfair contract term act 1977

only apply to B2B

void if death or personal injury caused by negligence

any other loss caused by negligence, unless reasonable

liability for breach implied condition as to title cannot be excluded

standard form terms, unless reasonable

limitation of liability

reasonable

using insurance to cover liability

whether reasonable to include the clause in contract (not whether reasonable to rely on it)

consumer rights act 2015

unfair term: contrary to good faith, significant imbalance

vitiating factors

void (rescinded)

mistake

common mistake: both made same mistake

mutual mistake: mistake about different things

unilateral mistake: one party mistake, the other is aware or should be aware.

note: not apply to quality

identity mistake: mistake as to identity of the other party. only if the identity is fundamental to decision to entry contract

illegality/breach of public policy

illegally formed

performed in illegal manner

voidable

duress (illegitimate pressure)

undue influence (equitable doctrine)

condition

conduct that does not go far enough be to categorised as duress

abuse of influence and relationship

affecting own free will

need not to be in bad faith or unlawful

need not to be the only factor

type

actual undue influence

presumed undue influence

third party undue influence

mispresentation

misrepresentation

tpye

fraudulent

test

knowingly

recklessly

without belief in its truth

negligent

innocent

statement of law or fact

statement of opinion

statement of future event

promise

yes

intention may be misrepresentation if knowing it was false

partial nondisclosure: "half truth", can be actionable misrepresentation

remedy

rescission

available for all three types. rescission is an equitable remedy, only can apply by court

bar to rescission

affrimation

lapse of time: delay defeats equity

impossible to restore

bona fide third party

indemnity

cover expense. it is very limited remedy

damages

fraudulent: based on tort of deceit, no need prove loss is reasonably foreseeable

negligence: same as fraudulent

innocent: damage not available but may award "damages in lieu of rescission" in court discretion

discharge

agreement

vary

with or without consideration

wavier

breach/ repudiate

actual breach

anticipatory breach

innocent party may immediately accept breach or wait until due time

frustration

law reform(frustration contracts)Act 1943

apportion loss between parties

pay for performed part or benefits obtained, otherwise refund

remedy

damages

remoteness

difference between contract (higher bar) and tort (lower bar)

causation

liquidated damages: if out of proportion, then maybe penalty clauses, which may be invalid

mitigation: take reasonable steps

defence: contributory negligence

indemnity and guarantee

indemnity: no need in wrting

guarantee: in writing, secondary obligation

debt claim

claiming the amount due under the contract rather than compensation for breach

debt claim is not a claim for damages

reliance interest

expense occured

equitable remedy

specific performance

breaching party to perform contract

injunction

require a party not breach contract

restitutionary

unjust enrichment

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树图思维导图提供《title: 2024-11-8未命名文件 tags: 影像诊断与手术后符合率统计与分析报告鱼骨图》在线思维导图免费制作，点击“编辑”按钮，可对《title: 2024-11-8未命名文件 tags: 影像诊断与手术后符合率统计与分析报告鱼骨图》进行在线思维导图编辑，本思维导图属于思维导图模板主题，文件编号是：f19c198bf7435acf7735ee5051a89d7b

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Contract 2思维导图

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privity of contract

terms of contract

exclusion clauses

vitiating factors

misrepresentation

discharge

remedy

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