LAW 122 Lecture Notes - Lecture 8: Force Majeure, Precontract, Golden Rule
2 Feb 2017
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Document Summary
Statements made during negotiations (pre-contract: 1. Puffs -> a promotional statement that expresses subjective views, which no reasonable person would take literally: 2. Representations -> a statement made to influence a party into agreement: 3. Terms -> a period of time in which a contract is in force; a specified condition/provision. Legal purpose: document title; document purpose; recitals. Terms and conditions: description of item/equipment, price, consideration, disclosures, delivery & risk of loss, warranty, effective date; expiration date, remedies, applicable laws, confidentiality, force majeure. Express term: a statement made by one of the parties that a reasonable person would believe was intended to create an enforceable obligation. Literal approach (golden rule: words are given their plain and ordinary meaning. Contextual approach: intentions and surrounding circumstances considered. Golden rule: words given ordinary meaning unless result is absurdity. Contra proferentem: ambiguities interpreted against person relying on clause; the meaning least favourable to the author will prevail.
