This document discusses key contractual terms, including: 1) Express terms must be incorporated in writing to form part of the contract. Oral statements not formally included do not vary the written terms. 2) Implied terms may be included where the contract is silent on an important matter as determined by law or the parties' conduct. 3) Parol evidence can be used to establish whether the contract is operative or if collateral oral contracts were formed related to but not varying the written terms.

1. Contractual terms, Express terms

2. Special knowledge/skill of Importance of the P/Buyer’s
Statements made ( Was it reduced in writing
the maker promise
•The injured party may not •If the statement was •Maker of the statement •Level of reliance on the
have entered into the not incorporated then it has specialist statement. (Bannerman
contract were it not for the
statement (Bannerman v was not intended to be knowledge (Oscar v White)
White – claimant enquired a part of the contract Chessman v Williams –
whether sulphur was in the (Routeledge v Mckay – def sold a car he
hops because he would not
be able to use it. The seller no mention was made introduced as being of a
assured that there was of date or model of the certain year as was seen
none. Action succeeded motor bike . Held that on the registration that
because the sellers word
amounted to a term what the parties was altered without his
intended to agree on knowledge. Turned out
was recorded) the car was of a
different age. Court
held that the statement
was not a term of the
contract because the
seller had no special
knowledge

3. Terms forms a part of the contract
and if they are untrue they represent
a breach (full range of remedies
(Bannerman v White)
Representation does not form a part
of the contract but helps to
persuade/induce the contract (
limited remedies – Oscar Chessman
–sale of morris car under the wrong
date)

4. Things that are not essential will not be allowed
to vary the contract e.g exclusion of oral
statements to add to, vary or contradict
The Principle: refers to the Parole evidence, the
use of collateral contract, Incorporation. It also
considers Condition, innominate terms, warranty

5. Record or transaction •Grounds of convenience on this rule certainty in written
embodied and extrinsic agreements, timing of contract and what was said
evidence is not admissible to (Normally reviewed what was said in the negotiations and
vary or interpret the that may be admissible
document •Note the exceptions
•Gillespie v Cheney – even though the parties have a written
agreement it is deemed that they intended the terms . It is
Partly oral and Partly written
open for either of the parties to allege that there was in
is admissible
addition to what is written an antecedent
stipulation, which ought not to have been excluded.
Implied Terms – Contract is
silent on a matter which is a
term implied by law (sales of
goods act, fact and conduct
(Smith v Hughes), parole

6. • Pym V campbell – a written agreement was
Parole evidence can drawn up for the sale of patent and evidence
be used that the was issued of an oral stipulation that the
agreement should not be operative until a 3rd
contract is not yet party had approved the invention
operative:
Collateral Contract: •(City & Westminster Properties v Mudd – Def had been a
tenant over a course of time and at his least renewal, it
Cannot add anything included a clause indicating that it was for business purposes.
Before signing he asked whether he could sleep there and
but shows that the when he was told yes he continued to sign. Assurance
contradicted the lease but evidence of it was admissible to
parties made related
prove a collateral contract
contracts

7. Inclusion of terms recognized as valid must be fulfilled:
1) Notice must be given before or during the agreement of contract (Olley v
Marlborough –a notice in the hotel room that sought to exclude them from
liability in anything was lost. Notice was ineffective contract was already
signed, and was a not a part
Must be in a document contractually binding( Chappel ton v Barry – Plaintiff
received a receipt that stated that the def would not be responsible any accident
or damage. P fell through the torn canvass, though UDC was negligent the notice
on the ticket prevented liability
Reasonable steps by the party who formed the term to inform the others party
(Obrien v MGN – newspaper offered a scratch card completion and by mistake
the cards awarded more prize than anticipated, they tried to have the rules
excluded since they had not printed in the newspaper that day, the rules were
incorporated and continually binding because the card stated that there were
rules

8. Conditions – Innominate terms Warranties
• Sets rights and obligations for the parties in a contract, (Pym V campbell – a • Are minor terms not central to the root of contract (Betini v Gye –Plaintiff
written agreement was drawn up for the sale of patent and evidence was issued of an
oral stipulation that the agreement should not be operative until a 3rd party had
approved the invention
• Is not a missed several rehearsals and was sacked. Held that missing rehearsals did
not go to the root of the contract)
condition/warranty, rat
• For breach the innocent party can claim but cannot end the contract
• May be called Condition –should be brought to an end on the happening of a
given event
her examines the breach
and whether the
innocent party suffered
substantially so as to
end the contract.
• Hong Fir Shipping v
Kawasaki – P ended
contract because ship
for hire was suppose to
operate for 2 years but
broke down for 5 weeks.
P still had 20 weeks and
so it was not a
substantial lost and
should not have needed
the contract