LAW 122 Lecture Notes - Lecture 7: Meeting Of The Minds, Contra Proferentem, Golden Rule
24 Mar 2016
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Legal purpose: document title; document purpose; recitals. Terms and conditions: description of item/equipment, price, consideration, disclosures, delivery & risk of loss. Terms and conditions: warranty, effective date; expiration date, remedies, applicable laws, confidentiality, force majeure. An express term is a statement made by one of the parties that a reasonable person would believe was intended to create an enforceable obligation. Even if the parties agree on particular terms and write them into a document they may disagree on the interpretation of those words. Express terms may not fully reflect intention of parties; the contract may not contain all the relevant terms. Parties" remaining intentions may be implied by law. That is, a contract may contain implied terms. Implied terms arise by operation of law: either through the common law (implied by court) or, under a statutory law (implied by statute) Courts will normally not imply a term unless that term is necessary to implement the parties" presumed intentions.
