Key Terms 0.0 / 5 ? LawContract lawA2/A-levelOCR Created by: em.101Created on: 09-08-17 15:36 Partial Performance Only completing part of the contract, not all. 1 of 39 Tender of Performance When there's an attempt but ONE party can't complete the agreement. (Another party rejects performance even when the party is trying to preform) 2 of 39 Substantial Performance If one party fulfills most, the other also must 3 of 39 Divisible Contract Each party's obligations separate from each others (can demand w/o acting self) 4 of 39 Severable Contract Contract composed of several parts (each comply w/ each) 5 of 39 Actual Breach When a party fails completely/ on due date 6 of 39 When can 'Actual Breach' take place? (3) 1) non performance 2) defective performance 3) non- truth of statement 7 of 39 Anticipatory Breach pre-meditated failure to fulfill obligations of contract 8 of 39 Explicit Repudiation written/ oral communication of intending to breach 9 of 39 Implied Repudiation Intention to breach obvious by one's conduct 10 of 39 When can 'Anticipatory Breach' take place? (2) 1) Implied repudiation 2) Explicit repudiation 11 of 39 Effects of 'Anticipatory Breach': innocent party choices (2) 1) REPUDIATE & sue immediately (H v DLT / F v K) 2) REFER the contract 12 of 39 Repudiation Terminating a contract (& damages) 13 of 39 Why can it be RISKY TO WAIT after an Anticipatory Breach? Frustrating event may occur (e.g. war) 14 of 39 Effects of finding a Breach: Who receives damages for breach of condition/ warranty? Innocent party only 15 of 39 Choices for innocent party after breach of CONDITION (2) a) repudiate contract b) affirmation of contract & claim damages 16 of 39 Affirmation Continuing with the contract 17 of 39 Referring Anticipatory Breach: wait until performance deadline then seek damages 18 of 39 Old law on frustration? previously not allowed: always breach 19 of 39 Destruction of subject matter contract terminated if thing is no longer in existence (T v C) 20 of 39 Canal Case Spelling (frustration 2) Tsakiroglou v Noblee Thorl GmbH 21 of 39 Force Majeure Clause terminate contract when event out of parties control occurs 22 of 39 Ant farm case spelling (Frustration 2) Peter Cassidy Seed v Osuustukkuk- Auppa 23 of 39 common law effect of frustration (pre 1943) the loss lay where it fell. Any money paid upfront is lost completely; any money not paid ceases to be payable 24 of 39 LR (FC) A 1943 Law Reform (frustrated contracts) Act 1943 25 of 39 L' estrange v graucob RULE if you sign it, you're bound by it 26 of 39 parole evidence RULE only terms within contract are enforceable upon party 27 of 39 Exemption Clause excludes/ limits liability 28 of 39 Limitation Clause a party LIMITS liability 29 of 39 Exclusion Clause a party tries to AVOID ALL liability 30 of 39 3 HURDLES to examine validity of exemption clause Incorporation Legislation Construction 31 of 39 (3 hurdles) Incorporation definition is the term in the contract? 32 of 39 (3 hurdles) Legislation definition is the term allowed within current statute law? 33 of 39 (3 hurdles) Construction definition does the clause cover the breach? 34 of 39 (3 hurdles) legislation: what can't you exclude liability for? (4) personal injury death negligence non performance 35 of 39 (3 hurdles) legislation: What does UCTA stand for? Include year enacted Unfair Contract Terms Act 1977 36 of 39 (3 hurdles: legislation) what does UTCCR stand for? Include year enacted unfair terms consumer contract regulations 1999 37 of 39 (3 hurdles: construction) Main purpose rule courts won't allow individual term to defeat main purpose of contract 38 of 39 (3 hurdles: construction) contra proferentem rule any doubt in clause will be interpreted against party wanting to rely on it 39 of 39
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