BU231 Study Guide - Final Guide: E-Commerce, Wrongful Dismissal

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16 Oct 2011
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Question 3
What does the contract mean?
Interpretation construing 12/2/2010 5:28:00 PM
Meaning of a contract
- plain meaning
the actual mean
- liberal approach
what did the people mean
- trade usage
what the industry says it means
- contra proferentum
New CPA- in favor of consumer-s.11
- Implied Terms- reasonableness & custom, sale of Goods Act
When there is unclear terms we go with the party who had nothing to do
with making the terms.
Sale of Goods Act
- Goods/ Sale
- Caveat Emptor
- Implied Conditions and Warranties
Title s. 13 you are the owner and you can sue for breach of
contract
Description s. 14- if the product you get is not what the description
says is a breach of contract
Merchantable Quality s. 15-
Sample s.16- you are allowed to open the packaging of a good to
inspect it
Role of Exemption Clause s.53
this act says you cannot say that you are not liable for any injury
Parol Evidence
Defined:
Information about negotiations outside the written contract
Examples: earlier drafts of the contract, previous offers, letter,
emails, phone messages
This is often used to prove misrepresentation, duress, mistake etc.
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Parol evidence rule
- this evidence may not be used to add a term to an existing written
contract.
-Proper use of the Entirety Clause
Exceptions to this rule:
Written contracts is not the entire agreement
Outside term is a collateral contract (has its own consideration)
Condition precedent to the contract
How does the Parol evidence Rule fit with the law of allowing implied terms?
- implied terms comes in because you didn’t talk about it you assumed it
was there.
Exemption Clauses
If a party seeks to rely on one it should be brought to the attention
of the other party
Likely to be upheld if it is industry practice
When dealing with the public sufficient notice needs to be given
Contra preferentum will apply
Question 4
Who can I Sue?
Who should you sue when a promise that was made to you was not fulfilled?
The people who made the promises
The parties to the contract
This relationship between parties to a contract is called
o Privity of Contract
Exceptions to the Privity Rule
Tort
Vicarious performance- someone else does it for you
Novation- end of contract
o Tool around the privity rule
o Novation is to kill all previous legal obligation
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Exemption Clauses- even thought we have a contract and you
should be able to sue, you cant.
Trusts- income trusts, set up as a way to transfer wealth from
generation to generation.
o Creates some sore of entity or a middle man that manages
the asset
o The beneficiary is going to get the funds
o Hold trust until youngest child finishes undergraduate
university or 25
o What are the rights of the beneficiary since they are not a
part of the contract
Insurance- if you have life insurance and you die and your kids sue
privity would have said the kids are not parties of the contract- this
is an exception
Land-
o Has to be writing
o Registry system to record all the writing
o You d not have right to the air space and you are bound by it
The Unperformed Contract
Benefit of the contract- what the other party still must do for you
Burden of the contract- what you still must do for the other party
Choses in action
choses in possession
Assignment
Transferring the right to collect the benefit of a contract to a third
party
The third party can then enforce a contract that he was not a party
to
The first contract creates the choses in action and the second
contract transfers the choses in action to a third party
Two types of Assignments
Equitable Assignment: transfer part of the benefit only and assignor
must be a party of the lawsuit
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