Textbook Notes (368,652)
Canada (162,033)
LAW 122 (625)
Stan Benda (71)
Chapter 9

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Department
Law and Business
Course
LAW 122
Professor
Stan Benda
Semester
Winter

Description
Chapter 9 RepresentationsTerms SPRECONTRACTUALCONTRACTUALTATEMENTSNot every statement communicated during the negotiation process is a contractual term A statement becomes a contractual term only if it is included in the agreement as a legally enforceable obligationA contractual term is a promissory statement The person who makes it voluntarily agrees to do something in the futureIn contrast a precontractual representation is a statement one party makes by words or conduct with the intention of inducing another party to enter into a contractIt may induce the creation of a contract but it does not form part of the contractMISREPRESENTATIONThe distinction bt the contractual term and precontractual representation is especially important if a statement is falseThe distinction is important bc misrepresentation and breach of contract have different legal effectsPrecontractual representation may result in a form of legal liability such as actionable misrepresentation but not in an action for breach of contractThe Nature of MisrepresentationoMisrepresentation is a false statement of an existing fact that causes the recipient to enter into a contractIn contrast a contractual term is not mean to describe an existing state of facts but rather it provides a promise of future performanceGiven promissory nature a contractual term cannot be false when it is given Nor can a breach of contract occur as soon as such a promise is made A breach occurs only when one of the parties fails to perform precisely as promisedMisstatement of FactNot every misstatement during precontractual negotiation is a misrepresentation A misrepresentation occurs only if the speaker claimed to state a fact The difficulty of that requirement is that ppl often make nonfactual statements during negotiationsoOpinionis the statement of belief or judgment Opinions can range from carefree speculation to deliberate assessments based on a substantial body of evidenceIt is not usually misrepresentation even if its falseIt is sometimes risky to offer an opinion eg if you state an opinion in a way that leads me to think that it must be true a court may find that your statement includes not only an opinion but also an implied statement of that can be treated as a misrepresentationIt is also risky to offer an opinion if you have no reason to believe that it is actually trueDuring precontractual negotiation a person may describe how they will act in the future1 of 7
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