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

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Published on 10 Oct 2012
School
Western University
Department
Management and Organizational Studies
Course
Management and Organizational Studies 2275A/B
Professor
The Terms of a Contract
The Content of a Contract
Terms
Contractual terms can be expressed or implied
Express Term: A provision of a contract that states a promise explicitly.
Judicial Interpretation of Express Terms:
Vague or Ambiguous Language
Drafter should bear risk of unclear language.
Rules of Construction
Guiding principles for interpreting or "constructing" the terms of a
contract.
Implied Terms: A provision that is not expressly included in a contract but that is necessary
to give the effect to the parties' intention.
Business Efficacy
A judge is entitled to imply terms necessary to make the contract workable.
Customs in the Trade of the Transaction
Rarely successful
Previous Dealings between the Parties
If parties have contract in the past, it may be possible to imply that their
current contract contains the same terms.
Statutory Requirements
Specialized rules governing the sale of goods and the extent to which
consumer transactions can exclude their application.
The Ontario Sales of Goods Act
Entire Contract Clause
A term in a contract in which the parties agree that their contract is complete
and written.
Contractual Quantum Meruit
Awarding one party a reasonable some for the goods or services provided
under a contract..
"As much as is merited or deserved"
The Parol Evidence Rule
Contracts can take three possible forms:
Entirely Oral
Entirely Written
Both oral and Written
The Parol Evidence Rule
A rule that limits the evidence a party can introduce concerning the contents of the
contract.
Three situations when evidence outside the contract is important and
considered:
If there is an alleged problem going to the formation of the contract
If the contact is intended to be partly oral and partly written
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Document Summary

Express term: a provision of a contract that states a promise explicitly. Guiding principles for interpreting or constructing the terms of a contract. Implied terms: a provision that is not expressly included in a contract but that is necessary to give the effect to the parties" intention. A judge is entitled to imply terms necessary to make the contract workable. If parties have contract in the past, it may be possible to imply that their current contract contains the same terms. Specialized rules governing the sale of goods and the extent to which consumer transactions can exclude their application. A term in a contract in which the parties agree that their contract is complete and written. Awarding one party a reasonable some for the goods or services provided under a contract A rule that limits the evidence a party can introduce concerning the contents of the contract. Three situations when evidence outside the contract is important and considered:

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