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Comm Law Final Notes.docx

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University of British Columbia
COMM 393

PAROL EVIDENCE RULEA party cannot later add a term previously agreed upon between the parties but not included in the final form of the contractapplies to oralwritten agreementsPurpose Prevent parties from trying later in court to modify the K to something betterWhere rule applies1Written contract that is clear and unambiguous no interpretation issues2Later one party alleges that there was further oral or written terms not included in K3If there extraneous terms if these extraneous terms add to qualify vary subtract from or contradict the written K THEN only the written K is enforcedExceptions 1Interpretation issuesWhen a contract is ambiguous and ambiguity cannot be resolved within the contract the court may suspend PAR and allow extrinsic evidence to be admitted 2Written agreement does not contain the whole agreementIf written agreement is not intended to be whole agreement and there is evidence of oral agreement PAR can be overrided3Subsequent oral agreementParties may reach a subsequent oral agreement after they have entered into the written agreementcourt will hear evidence of subsequent oral contracts4Collateral agreement A separate agreement between the parties made at the same time as but not included in the written documentCollateral agreements can only avoid PAR when a separate consideration can be proven5Condition precedentAny set of circumstances or events that the parties stipulate must be satisfied or must happen before their contract takes effectIf condition precedent was agreed orally contract and PAR cannot be used to exclude the oral terms EVEN if written contract expressly states that terms are governed by written contractCases General Tire Canada Inc V Aylwards LtdMISREPRESENTATIONDefendant made a false statement of a material fact that induces the Plaintiff to enter the KTo prove misrepresentation a Plaintiff must show1Defendant made a false statement eitherInnocentlymaker of statement believes it to be trueoA person who innocently makes a misstatement and later learns that it is false is under a duty to inform the other party of the true situation as soon as they canoRemedy rescission Negligentlymaker of statement is carelessoRemedy rescission or damagesFraudulently maker of the statement deliberately misleads the other party either expressly or by omissionoEg Failure to disclose a latent hidden defect that you are aware of at the time of the saleRemedy rescission or damages proof of a fraudulent misrepresentation nullifies an exclusion clause 2Of a material factStatement that could reasonably be expected to influence the decision of a party to enter into a contractOpinion oA false assertion is a misrepresentation only if it is made as a statement of factopinions do not equal misrepresentation oOpinion of a professional or someone who purports to be onefactoConduct can equal fact3That induces the Plaintiff to enter the K Consequences of Misrepresentation in ContractsK is voidable at the option of the victim ONLY IF victimoRenounces agreement promptlyoDoes not take further benefits under contract If out of pocket expenses are sustained in direct performance of Kawarded indemnity money compensation Misrepresentation by omission supplier fails to point out any terms in a printed form that differ from what the consumer might reasonably expectSilence as Misrepresentation Failure to disclose pertinent information because one of the parties has access to such information not available to the other relationship between parties leads to a special measure of trust by one party in the otherEg Insurance contacts sale of corporation securities sale of goodsExceptionSale of landthe right to rescission for innocent misrepresentation is generally lost once title to the property is transferred and the transaction is completed
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