Management and Organizational Studies 2275A/B Chapter Notes - Chapter 7: Contract Clause

• School: Western University
• Department: Management and Organizational Studies
• Course: Management and Organizational Studies 2275A/B
• Professor: Prof

Document Summary

Terms: expressed terms: provision of a contract that states a promise explicitly, e. g. price and quantity. Essential terms of a contract should be expressed so each party knows its obligations. The drafter of the contract is responsible for the language used. Rules of construction: guiding principles for interpreting or constructing contractual terms. Plain-meaning rule: regardless of circumstances the terms are the terms: implied terms: provision that is not expressly included in a contract but that is necessary to give effect to the parties" intention. Plaintiff needs to prove that the implied term is in fact true, more likely than not that it exists (over 50%) A judge is entitled to imply terms necessary to make the contract workable. Must be proved that the custom is so notorious that the contract in question must be presumed to contain such a term. If parties have contracted in the past, it may be possible to imply previous contract terms.