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Lecture 7

LAW 122 Lecture Notes - Lecture 7: Meeting Of The Minds, Contra Proferentem, Golden Rule


Department
Law and Business
Course Code
LAW 122
Professor
Theresa Miedema
Lecture
7

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CONTRACTUAL TERMS Chapter 9
CONTRACTUAL TERMS V. PRE-CONTRACTUAL STATEMENTS
A statement becomes a contractual term only if it is included in the agreement as a legal
enforceable obligation.
oPromissory statement: the person who makes it agrees to do something in the future
oContractual terms are a source of obligations under the contract
oIf a contractual term is not fulfilled, one of the parties is in breach of contract
A pre-contractual representation is a statement one party makes with intention of inducing
another party to enter into a contract
oStatement of existing fact (not promise of future performance)
oPre-contractual representations are not a source of contractual obligations
oIf a pre-contractual statement is false, one of the parties has made a misrepresentation
How to distinguish?
The intention of the parties is key to
understanding the difference between
representation and terms:
1. Representation: is made by one
party to induce the other to enter into
an agreement
2. Term of the Agreement: is a
statement intended by both parties to
form a part of the contract
Pre-Contractual Statements
Objective test: would a reasonable person
have thought that the parties meant this to
be a term of the K?
Puff vs. Facts
CONTRACTUAL TERMS
Legal Purpose
oDocument Title; Document Purpose; Recitals
Parties
Terms And Conditions
oDescription of Item/Equipment
oPrice
oConsideration
oDisclosures
oDelivery & Risk of Loss
Terms and Conditions
oWarranty
oEffective Date; Expiration Date
oRemedies
oApplicable Laws
oConfidentiality
oForce Majeure
EXPRESS TERMS
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