This document summarizes key legal principles regarding sunset clauses in property contracts and quantification of damages. It discusses when a vendor can rescind a contract under a sunset clause, including if the subject lot is not created by the sunset date and the court finds rescission is just and equitable considering factors like contract terms, vendor conduct, and purchaser impact. It also reviews cases that establish vendors must act in good faith and not arbitrarily when rescinding. The document examines how damages may be assessed at a date other than breach when no market exists or the plaintiff is locked into the asset.
The document discusses the solicitor-client relationship and the duties solicitors owe to their clients. It covers several key topics:
1. Solicitors' duties arise from contract, tort, statute and professional rules. They owe duties of care, confidentiality and to act in their clients' best interests.
2. Solicitors have actual and ostensible authority to represent clients. Actual authority can be express or implied, while ostensible authority depends on how the client presents the solicitor's role.
3. Case law has explored the scope of solicitors' duties. While they must competently perform the work they were retained for, cases disagree on whether there is a broader "penumbral duty
The Law of Penalties - ANZ v Andrews and beyond Laina Chan
In https://www.youtube.com/watch?v=TVVSSbLUm0g, Ian Bailey SC and Laina Chan barristers, discuss the developments in the law of penalties since ANZ v Andrews. They also consider the approach of the Supreme Court in the UK in the first of a series of Chatz with Bailey SC and Chan in Cavendish Square Holding BV v Talai El Makdessi [2015] UKSC 67. This is the powerpoint that accompanies the chatz
This document provides an overview of security for performance in construction contracts, including different forms of security like bank guarantees, letters of credit, and performance bonds. It discusses key cases like Woodhall Limited v The Pipeline Authority that established the autonomy principle for bank guarantees, meaning they are payable on demand regardless of disputes between the parties. The document outlines exceptions to the autonomy principle such as fraud, statutory provisions, and express contractual exclusions. It also analyzes relevant clauses from the case Rejan Constructions Pty Ltd v Manningham Medical Centre Pty Ltd regarding when a party can have recourse to security or retention money.
This document provides an overview of the assessment of damages for breach of contract under Australian law. It discusses the general compensatory approach to damages, outlining the types of losses that can be claimed. It then examines the rule in Hadley v Baxendale, which limits damages to those arising naturally from the breach or within the parties' contemplation. The document reviews the elements of causation and remoteness under Hadley v Baxendale and discusses how to determine when a loss is too remote through an analysis of the likelihood and knowledge requirements. Finally, it analyzes recent Australian cases applying these principles.
Contract Law II Group Assignment PresentationTineshvaar
The document summarizes a group assignment presentation on the principle of remoteness of damages in contract law. It discusses key cases like Hadley v Baxendale, Victoria Laundry v Newman Industries Ltd, and Malaysian cases. Section 74 of the Contract Act 1950 adopts the two-limb rule from Hadley v Baxendale. Remoteness limits compensatory damages to losses naturally arising from the breach or contemplated by the parties.
‘Remoteness’ refers to the test of causation that is used to determine the loss caused by a breach of contract. It limits the ability of the plaintiff to recover damages to not too remote losses
- Liquidated damages are a predetermined sum that a contractor must pay to the owner if the contractor fails to complete the work by the agreed upon deadline. They are intended to compensate the owner for monetary losses due to the delay.
- For liquidated damages to be enforceable, the amount must be a reasonable estimate of the owner's losses in case of a delay, the exact losses must be difficult to determine, and the damages must not act as a penalty.
- Courts will generally uphold liquidated damages clauses if the daily amount is a reasonable estimate of losses and if the delay is not due to events outside the contractor's control such as natural disasters.
The document provides an overview of the analytical framework of contract law. It discusses the key elements in the formation of contracts, including offers, acceptance, consideration, and intention to create legal relations. It also covers the requirements of certainty, completeness, and form in contracts. The document is divided into five parts that will examine how contracts are formed, the content of contracts, who can enforce contracts, how contracts can be destroyed, and how contracts come to an end or are discharged.
The document discusses the solicitor-client relationship and the duties solicitors owe to their clients. It covers several key topics:
1. Solicitors' duties arise from contract, tort, statute and professional rules. They owe duties of care, confidentiality and to act in their clients' best interests.
2. Solicitors have actual and ostensible authority to represent clients. Actual authority can be express or implied, while ostensible authority depends on how the client presents the solicitor's role.
3. Case law has explored the scope of solicitors' duties. While they must competently perform the work they were retained for, cases disagree on whether there is a broader "penumbral duty
The Law of Penalties - ANZ v Andrews and beyond Laina Chan
In https://www.youtube.com/watch?v=TVVSSbLUm0g, Ian Bailey SC and Laina Chan barristers, discuss the developments in the law of penalties since ANZ v Andrews. They also consider the approach of the Supreme Court in the UK in the first of a series of Chatz with Bailey SC and Chan in Cavendish Square Holding BV v Talai El Makdessi [2015] UKSC 67. This is the powerpoint that accompanies the chatz
This document provides an overview of security for performance in construction contracts, including different forms of security like bank guarantees, letters of credit, and performance bonds. It discusses key cases like Woodhall Limited v The Pipeline Authority that established the autonomy principle for bank guarantees, meaning they are payable on demand regardless of disputes between the parties. The document outlines exceptions to the autonomy principle such as fraud, statutory provisions, and express contractual exclusions. It also analyzes relevant clauses from the case Rejan Constructions Pty Ltd v Manningham Medical Centre Pty Ltd regarding when a party can have recourse to security or retention money.
This document provides an overview of the assessment of damages for breach of contract under Australian law. It discusses the general compensatory approach to damages, outlining the types of losses that can be claimed. It then examines the rule in Hadley v Baxendale, which limits damages to those arising naturally from the breach or within the parties' contemplation. The document reviews the elements of causation and remoteness under Hadley v Baxendale and discusses how to determine when a loss is too remote through an analysis of the likelihood and knowledge requirements. Finally, it analyzes recent Australian cases applying these principles.
Contract Law II Group Assignment PresentationTineshvaar
The document summarizes a group assignment presentation on the principle of remoteness of damages in contract law. It discusses key cases like Hadley v Baxendale, Victoria Laundry v Newman Industries Ltd, and Malaysian cases. Section 74 of the Contract Act 1950 adopts the two-limb rule from Hadley v Baxendale. Remoteness limits compensatory damages to losses naturally arising from the breach or contemplated by the parties.
‘Remoteness’ refers to the test of causation that is used to determine the loss caused by a breach of contract. It limits the ability of the plaintiff to recover damages to not too remote losses
- Liquidated damages are a predetermined sum that a contractor must pay to the owner if the contractor fails to complete the work by the agreed upon deadline. They are intended to compensate the owner for monetary losses due to the delay.
- For liquidated damages to be enforceable, the amount must be a reasonable estimate of the owner's losses in case of a delay, the exact losses must be difficult to determine, and the damages must not act as a penalty.
- Courts will generally uphold liquidated damages clauses if the daily amount is a reasonable estimate of losses and if the delay is not due to events outside the contractor's control such as natural disasters.
The document provides an overview of the analytical framework of contract law. It discusses the key elements in the formation of contracts, including offers, acceptance, consideration, and intention to create legal relations. It also covers the requirements of certainty, completeness, and form in contracts. The document is divided into five parts that will examine how contracts are formed, the content of contracts, who can enforce contracts, how contracts can be destroyed, and how contracts come to an end or are discharged.
This document provides a summary of a lecture on insuring risk in construction projects. It discusses the various parties involved in construction projects and the risks they face, such as delays, claims, insolvency, design flaws, and more. It then outlines the various types of insurance commonly used in construction, including contractors' all risk policies, professional indemnity, and more. The document discusses several legal cases that relate to interpreting insurance contract clauses and exclusions. It examines issues like whether rectification costs are covered, how cross-liability and waiver of subrogation clauses work, and when insurance payouts might reduce damages owed.
Rights of the Parties and Discharge; Remedies for Breach of ContractHelpWithAssignment.com
Business law is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales.It is often considered to be a branch of civil law and deals with issues of both private law and public law.
The doctrine of privity of contract provides that only the parties to a contract can enforce rights or obligations under that contract. Over time, courts developed several exceptions to privity, including collateral contracts, agency relationships, and restrictive covenants that run with land. Academic debate questioned whether privity should be further modified or abolished. The Contracts (Rights of Third Parties) Act 1999 reformed English law by allowing expressly intended third party beneficiaries to directly enforce contract terms in certain circumstances.
Duress renders a contract voidable. Originally, only duress to the person through actual or threatened violence was recognized. While duress to goods, such as unlawfully detaining property, was not considered sufficient to avoid a contract. However, modern developments have extended the definition of duress to include economic duress, where commercial pressure suppresses a party's will. All that is now required to prove duress is suppression of voluntary consent, rather than completely overbearing a party's will. Remedies for duress include setting aside the contract, damages for the tort of intimidation, and potentially damages even if the contract was affirmed.
This document provides an overview of key cases related to the incorporation of terms in contracts, including express and implied terms. It summarizes several important cases that establish principles for determining whether representations, statements, or notices form binding contractual obligations based on an objective analysis of the parties' intentions and reasonable expectations. The document also examines the criteria for implying terms based on custom or the nature of the contract, including that implied terms must be reasonable, equitable, necessary for business efficacy, and not contradict express terms.
Contract assignment may seem to be complicated this is because there is a lot case law regarding to the contract law.Standard contract terms also have an important role to play in international commerce.Contractual relationship has to be performed as duty of legal obligations and legal rights must be arise. Formality of contract performed validity and enforceability of a contract. Throughout the assignment, I realised the intention to create legal relations is the supportive rule of law the formation of a contract for example offer,acceptance and consideration. There is a need of intention to create legal relations therefore legal duty arise within the party that intended to enter a contractual relationship.
Powerpoint for New York State Bar LectureLaina Chan
Powerpoint used in the lecture on 29 October 2014 to the New York State Bar presented at Hinshaw & Culbertson on the Enforcement of International Arbitral Awards in the Asia Pacific. An event supported by the International Subcommittees for International Arbitration, Insurance and Reinsurance as well as the Chinese American Bar Association
This document discusses evergreen clauses, which allow contracts to automatically renew unless one party provides notice of nonrenewal or termination. It covers key issues like timing of performance, indefinite duration contracts, and terminating such contracts. Effective evergreen clauses are outlined, such as specifying length of terms, notice periods and requirements. State laws may restrict certain auto-renewals by requiring conspicuous disclosure of the clause and advance notice, particularly for consumer contracts.
The document discusses collateral contracts and their requirements. A collateral contract is a second agreement connected to an original contract. It allows pre-contractual statements to be enforced even if they are not written into the main contract. For a collateral contract to be valid, it must include consideration in the form of inducing the other party to enter the original contract. Two cases are described where plaintiffs successfully sued on the basis of collateral contracts for damages caused by defendants' pre-contractual promises about product quality that proved untrue. Collateral contracts allow courts to consider certain pre-contract statements as legally binding.
The document discusses various legal parties and concepts under the Civil Procedure Rules (CPR) of England and Wales. It defines terms such as claimant, defendant, respondent, litigants in person, McKenzie friends, third parties, children and protected parties. It also discusses the roles and liability of litigation friends representing children and protected parties. The document provides references and examples to help explain these various legal concepts.
This is Remedies Law in the United States. This does not inlcude statutory or constitutional remedies. It is intended for law students who are currently taking this course in law school I hope you find my outlined notes useful.
This document provides an overview of liquidated damages. It defines liquidated damages as a sum agreed upon in advance that is payable if one party defaults. The history of liquidated damages dates back to 1838, with key cases establishing that liquidated damages cannot act as a penalty. Issues around liquidated damages include whether they are an unenforceable penalty and proving actual damages if they are. Standard construction contracts often include liquidated damages provisions. Recent cases have addressed liquidated damages in both construction and sports contracts. Some jurisdictions like South Africa and India have passed statutes allowing penalties through legislation.
This document provides a review of essential elements and concepts related to contracts and insurance law, organized into 5 categories of multiple choice questions. It covers topics such as the elements of a valid contract, offer and acceptance, breach of contract, estoppel, waiver, damages for breach, and differences between civil and common law. Each question is followed by a detailed answer explaining the key points regarding the legal concept in question.
The document discusses several cases related to (A) incorporation of terms into contracts, (B) interpretation of contracts, and (C) the Unfair Contract Terms Act 1977.
Key points include: terms may be incorporated through a consistent course of dealing between parties or if standard terms are understood in a particular industry; exclusion clauses must be brought reasonably to a party's attention; and non-signatories generally cannot benefit from limitation of liability clauses within contracts.
This document discusses various issues relating to statutes of limitations (SOLs) and notice provisions in insurance and reinsurance contracts. It provides an overview of SOL rules and accrual dates for direct insurance policies and reinsurance contracts. It also discusses how SOL defenses are addressed in reinsurance arbitrations and ways SOLs may be avoided, such as through tolling agreements. The document further examines issues around exhaustion of underlying limits for excess policies and notice requirements in reinsurance contracts.
The document discusses the formation of a contract through offer and acceptance. It defines what constitutes a valid offer and acceptance under contract law. Some key points include:
- An offer is an expression of willingness to contract, while an invitation to treat is merely inviting offers.
- For a valid acceptance, the offeree must accept all terms of the offer without variation or new conditions.
- The general rule is that acceptance must be communicated to the offeror to form a binding contract, though there are some exceptions like the postal rule.
- An offer may be terminated by acceptance, rejection, revocation by the offeror, counteroffer, lapse of time, or failure of a condition of the
Specific performance, can parties contract outjoseph-omwenga
Specific performance is a court order requiring a party to fulfill their contractual obligations. It is a discretionary remedy granted when monetary damages are inadequate. Certain types of contracts, such as those involving land or unique goods, are more likely to receive specific performance. Parties can generally contract out of specific performance by including damages provisions or defenses to the remedy. However, courts may scrutinize such provisions between parties with unequal bargaining power.
This document outlines various cases related to the legal concept of undue influence. It divides the cases into two classes: 1) Actual undue influence, and 2) Presumed undue influence. Within the latter class, there are further divisions of 2A involving relationships of trust/confidence, and 2B involving other relationships. The document also discusses concepts such as manifest disadvantage and when undue influence may be presumed given certain relationships between parties.
This document discusses the legal doctrine of duress across several contexts:
1) Duress to the person, where threats of violence can void agreements.
2) Duress to goods, where threats to seize property to extract payment may allow recovery of sums paid.
3) Economic duress, where threats to breach contracts or cause financial harm can also void agreements if the victim's will was overborne. The standards for economic duress require assessing the victim's protests and alternatives available.
Remedies for duress include recovering sums paid or treating agreements as voidable through the tort of intimidation.
This document discusses various remedies available to unpaid mortgagees and guarantors under Ugandan law. It outlines:
1) Remedies for unpaid mortgagees include requiring payment, appointing a receiver, leasing or subleasing the mortgaged property, entering possession, and selling the property. Proper notice must be given and the mortgagee can pursue any or all remedies.
2) The rights of guarantors include benefitting from any securities the creditor holds against the principal debtor and the right to indemnity or discharge.
3) The procedure for mortgagee remedies generally requires serving notice of default, then pursuing a chosen remedy such as requiring payment or selling the property. Guarantors
Rescission for breach allows an innocent party to terminate a contract when the other party is in fundamental breach. It restores the parties to their pre-contract positions. A party exercises this option by clearly communicating their decision to rescind within a reasonable time of the breach. Once rescinded, neither party needs to fulfill outstanding obligations, and benefits received under the contract must be restored. The rescission option is only available for valid contracts and when the breach goes to the core of the agreement. Malaysian courts have upheld this right while also placing restrictions like requiring unambiguous notice of the decision to rescind.
This document provides a summary of a lecture on insuring risk in construction projects. It discusses the various parties involved in construction projects and the risks they face, such as delays, claims, insolvency, design flaws, and more. It then outlines the various types of insurance commonly used in construction, including contractors' all risk policies, professional indemnity, and more. The document discusses several legal cases that relate to interpreting insurance contract clauses and exclusions. It examines issues like whether rectification costs are covered, how cross-liability and waiver of subrogation clauses work, and when insurance payouts might reduce damages owed.
Rights of the Parties and Discharge; Remedies for Breach of ContractHelpWithAssignment.com
Business law is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales.It is often considered to be a branch of civil law and deals with issues of both private law and public law.
The doctrine of privity of contract provides that only the parties to a contract can enforce rights or obligations under that contract. Over time, courts developed several exceptions to privity, including collateral contracts, agency relationships, and restrictive covenants that run with land. Academic debate questioned whether privity should be further modified or abolished. The Contracts (Rights of Third Parties) Act 1999 reformed English law by allowing expressly intended third party beneficiaries to directly enforce contract terms in certain circumstances.
Duress renders a contract voidable. Originally, only duress to the person through actual or threatened violence was recognized. While duress to goods, such as unlawfully detaining property, was not considered sufficient to avoid a contract. However, modern developments have extended the definition of duress to include economic duress, where commercial pressure suppresses a party's will. All that is now required to prove duress is suppression of voluntary consent, rather than completely overbearing a party's will. Remedies for duress include setting aside the contract, damages for the tort of intimidation, and potentially damages even if the contract was affirmed.
This document provides an overview of key cases related to the incorporation of terms in contracts, including express and implied terms. It summarizes several important cases that establish principles for determining whether representations, statements, or notices form binding contractual obligations based on an objective analysis of the parties' intentions and reasonable expectations. The document also examines the criteria for implying terms based on custom or the nature of the contract, including that implied terms must be reasonable, equitable, necessary for business efficacy, and not contradict express terms.
Contract assignment may seem to be complicated this is because there is a lot case law regarding to the contract law.Standard contract terms also have an important role to play in international commerce.Contractual relationship has to be performed as duty of legal obligations and legal rights must be arise. Formality of contract performed validity and enforceability of a contract. Throughout the assignment, I realised the intention to create legal relations is the supportive rule of law the formation of a contract for example offer,acceptance and consideration. There is a need of intention to create legal relations therefore legal duty arise within the party that intended to enter a contractual relationship.
Powerpoint for New York State Bar LectureLaina Chan
Powerpoint used in the lecture on 29 October 2014 to the New York State Bar presented at Hinshaw & Culbertson on the Enforcement of International Arbitral Awards in the Asia Pacific. An event supported by the International Subcommittees for International Arbitration, Insurance and Reinsurance as well as the Chinese American Bar Association
This document discusses evergreen clauses, which allow contracts to automatically renew unless one party provides notice of nonrenewal or termination. It covers key issues like timing of performance, indefinite duration contracts, and terminating such contracts. Effective evergreen clauses are outlined, such as specifying length of terms, notice periods and requirements. State laws may restrict certain auto-renewals by requiring conspicuous disclosure of the clause and advance notice, particularly for consumer contracts.
The document discusses collateral contracts and their requirements. A collateral contract is a second agreement connected to an original contract. It allows pre-contractual statements to be enforced even if they are not written into the main contract. For a collateral contract to be valid, it must include consideration in the form of inducing the other party to enter the original contract. Two cases are described where plaintiffs successfully sued on the basis of collateral contracts for damages caused by defendants' pre-contractual promises about product quality that proved untrue. Collateral contracts allow courts to consider certain pre-contract statements as legally binding.
The document discusses various legal parties and concepts under the Civil Procedure Rules (CPR) of England and Wales. It defines terms such as claimant, defendant, respondent, litigants in person, McKenzie friends, third parties, children and protected parties. It also discusses the roles and liability of litigation friends representing children and protected parties. The document provides references and examples to help explain these various legal concepts.
This is Remedies Law in the United States. This does not inlcude statutory or constitutional remedies. It is intended for law students who are currently taking this course in law school I hope you find my outlined notes useful.
This document provides an overview of liquidated damages. It defines liquidated damages as a sum agreed upon in advance that is payable if one party defaults. The history of liquidated damages dates back to 1838, with key cases establishing that liquidated damages cannot act as a penalty. Issues around liquidated damages include whether they are an unenforceable penalty and proving actual damages if they are. Standard construction contracts often include liquidated damages provisions. Recent cases have addressed liquidated damages in both construction and sports contracts. Some jurisdictions like South Africa and India have passed statutes allowing penalties through legislation.
This document provides a review of essential elements and concepts related to contracts and insurance law, organized into 5 categories of multiple choice questions. It covers topics such as the elements of a valid contract, offer and acceptance, breach of contract, estoppel, waiver, damages for breach, and differences between civil and common law. Each question is followed by a detailed answer explaining the key points regarding the legal concept in question.
The document discusses several cases related to (A) incorporation of terms into contracts, (B) interpretation of contracts, and (C) the Unfair Contract Terms Act 1977.
Key points include: terms may be incorporated through a consistent course of dealing between parties or if standard terms are understood in a particular industry; exclusion clauses must be brought reasonably to a party's attention; and non-signatories generally cannot benefit from limitation of liability clauses within contracts.
This document discusses various issues relating to statutes of limitations (SOLs) and notice provisions in insurance and reinsurance contracts. It provides an overview of SOL rules and accrual dates for direct insurance policies and reinsurance contracts. It also discusses how SOL defenses are addressed in reinsurance arbitrations and ways SOLs may be avoided, such as through tolling agreements. The document further examines issues around exhaustion of underlying limits for excess policies and notice requirements in reinsurance contracts.
The document discusses the formation of a contract through offer and acceptance. It defines what constitutes a valid offer and acceptance under contract law. Some key points include:
- An offer is an expression of willingness to contract, while an invitation to treat is merely inviting offers.
- For a valid acceptance, the offeree must accept all terms of the offer without variation or new conditions.
- The general rule is that acceptance must be communicated to the offeror to form a binding contract, though there are some exceptions like the postal rule.
- An offer may be terminated by acceptance, rejection, revocation by the offeror, counteroffer, lapse of time, or failure of a condition of the
Specific performance, can parties contract outjoseph-omwenga
Specific performance is a court order requiring a party to fulfill their contractual obligations. It is a discretionary remedy granted when monetary damages are inadequate. Certain types of contracts, such as those involving land or unique goods, are more likely to receive specific performance. Parties can generally contract out of specific performance by including damages provisions or defenses to the remedy. However, courts may scrutinize such provisions between parties with unequal bargaining power.
This document outlines various cases related to the legal concept of undue influence. It divides the cases into two classes: 1) Actual undue influence, and 2) Presumed undue influence. Within the latter class, there are further divisions of 2A involving relationships of trust/confidence, and 2B involving other relationships. The document also discusses concepts such as manifest disadvantage and when undue influence may be presumed given certain relationships between parties.
This document discusses the legal doctrine of duress across several contexts:
1) Duress to the person, where threats of violence can void agreements.
2) Duress to goods, where threats to seize property to extract payment may allow recovery of sums paid.
3) Economic duress, where threats to breach contracts or cause financial harm can also void agreements if the victim's will was overborne. The standards for economic duress require assessing the victim's protests and alternatives available.
Remedies for duress include recovering sums paid or treating agreements as voidable through the tort of intimidation.
This document discusses various remedies available to unpaid mortgagees and guarantors under Ugandan law. It outlines:
1) Remedies for unpaid mortgagees include requiring payment, appointing a receiver, leasing or subleasing the mortgaged property, entering possession, and selling the property. Proper notice must be given and the mortgagee can pursue any or all remedies.
2) The rights of guarantors include benefitting from any securities the creditor holds against the principal debtor and the right to indemnity or discharge.
3) The procedure for mortgagee remedies generally requires serving notice of default, then pursuing a chosen remedy such as requiring payment or selling the property. Guarantors
Rescission for breach allows an innocent party to terminate a contract when the other party is in fundamental breach. It restores the parties to their pre-contract positions. A party exercises this option by clearly communicating their decision to rescind within a reasonable time of the breach. Once rescinded, neither party needs to fulfill outstanding obligations, and benefits received under the contract must be restored. The rescission option is only available for valid contracts and when the breach goes to the core of the agreement. Malaysian courts have upheld this right while also placing restrictions like requiring unambiguous notice of the decision to rescind.
No two chapter 11 cases are alike and no two chapter 11 cases involving a retail business are alike. There are, nonetheless, certain issues that tend to arise in most retail cases. Among them: the retention of a liquidation firm; lease assumption and rejection; the claim priority of rent during a month that straddles the Petition Date or a rejection date; and consumer deposit issues. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11- INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
The document discusses various remedies available for breach of contract, including:
1. Damages - Compensation for losses arising from the breach intended to restore the injured party. Damages must not be too remote.
2. Specific performance - A court order directing a party to fulfill their contractual obligations, such as delivering a unique good.
3. Injunction - A court order prohibiting or requiring a party to take an action, such as to prevent a breach or require performance.
4. Quantum meruit - Payment for work where no price was agreed, assessed based on reasonable rates to prevent unjust enrichment.
Specific performance is a discretionary equitable remedy that requires a party to fulfill their contractual obligations. It is available when damages are an inadequate remedy, such as for contracts involving the sale of unique goods or land. For a court to order specific performance, the defendant must be capable of complying with the order and the plaintiff cannot have chosen an alternative remedy or violated their own obligations under the contract.
Revstone sale transaction support agreement summaryRandall Reese
This document summarizes key terms of an agreement related to the sale of automotive assets. It outlines conditions that must be met for the agreement to take effect, including various parties executing related agreements. It then details milestones and deadlines for the sale of different business units, including Metavation, Contech facilities, Eptec's non-damper business, and CLS assets. Specific deadlines are set for tasks like obtaining letters of intent, executing asset purchase agreements, holding auctions, and completing sales. Failure to meet the milestones would constitute a violation of the agreement.
The document provides an overview of key concepts in Indian contract law:
1. It summarizes the history and provisions of the Indian Contract Act of 1872, which forms the basis of contract law in India except Jammu and Kashmir.
2. It defines a contract and lists the essential elements for a valid contract, including offer and acceptance, lawful consideration, free consent, and lawful object.
3. It discusses different classifications of contracts such as valid, void, voidable, and illegal agreements. It also summarizes the modes of revocation of an offer.
4. Remedies for breach of contract are outlined, including cancellation, restitution, specific performance, injunctions, quantum meruit,
This document discusses key principles of contractual breach and remedies under the CISG (United Nations Convention on Contracts for the International Sale of Goods).
It explains that a party is in breach of contract if it fails to perform its obligations under the contract. For a breach to be considered "fundamental", it must substantially deprive the other party of what it expected to receive under the contract. Only in cases of fundamental breach can a party avoid the contract or demand substitute goods.
It also discusses the requirements for notices of avoidance or non-conformity to be effective, noting that most communications take effect upon dispatch under the CISG rather than upon receipt. Courts have discretion around whether to order specific performance as a remedy
Do You Need Help Getting Out of a Timeshare?
Timeshare contracts don't have to burden you forever. During our free event, real estate lawyers will show you how timeshare owners have gotten out of their sales contracts.
Timeshare Cancellation, Termination & Modification
Learn how it's possible to cancel, terminate or modify your sales contract. Regardless of what resort developers tell you, they do let timeshare owners out of their contracts. Developers frequently breach their own contracts and engage in fraudulent activities. Learn how a developer's actions can give you a way out.
Deception
Has the resort told you that you can't make a reservation? Have they told you that you can't rent your week? Are you paying hidden costs or higher fees? Timeshare owners face many surprises after the sales presentation. We'll explain your options.
Sales
The timeshare resale industry is rife with unscrupulous businesses. Resale scams require sellers to pay expensive upfront junk fees. Learn how not to become a victim of these fraudsters.
Dealing with Runaway Maintenance Fees
On average, timeshare maintenance fees increase 8% per year. You might even get stuck paying other costs and assessments as time goes on. The sales team probably didn't tell you about these hidden expenses and fee increases. We'll explain how you can seek relief from this costly headache.
Estate Plan
If you've decided to keep your timeshare, then the next step is creating an estate plan. Timeshare contracts are "in perpetuity," and your heirs will have to continue paying maintenances fees and other costs. Learn how to dispose of your timeshare to prevent your heirs from inheriting the extra expenses.
This document provides an overview of key concepts regarding written contracts, including:
1. It outlines 10 learning objectives related to the Statute of Frauds, contracts that must be in writing, contents of required writings, and legal rules for written contracts.
2. It describes the Statute of Frauds as the law requiring certain contracts to be in writing, and lists the types of contracts that must be in writing, such as contracts that cannot be completed within one year.
3. It explains legal rules for written contracts, including the standard construction rule for interpreting contracts, the parol evidence rule regarding oral statements made before signing, and exceptions to the parol evidence rule.
This document provides an overview of various types of contracts including bilateral, unilateral, quasi, executory, void, valid, and voidable contracts. It discusses the essential elements and conditions for contracts to be formed, performed, and discharged. Key points include the definition of different contract types, what makes a contract valid or void, ways for contracts to be discharged including performance, breach, or operation of law, and remedies available for breach of contract.
Chapter 22: Sales Contracts: Domestic & Global Aspects of Preformace, Breach,...Tara Kissel, M.Ed
This document provides an overview of Chapter 22 from the 6th edition of the textbook "Business Law" which covers domestic and global aspects of sales contract performance, breach, and remedies. It includes learning objectives, an introduction discussing consequences of breaching a sales contract, summaries of buyer and seller duties/rights/remedies under the Uniform Commercial Code, and global sales law aspects of performance and remedies. Case studies are presented and analyzed relating to adequate assurances, determining damages, and a seller's right to stop goods in transit.
The document provides an overview of business law and the Indian Contract Act of 1872. It defines what a contract is and lists the essential elements of a valid contract, including offer and acceptance, lawful consideration, capacity and consent of parties, lawful object, and certainty. It also discusses classification of contracts, modes of revocation of an offer, remedies for breach of contract such as damages and specific performance, and ways a contract can be discharged including performance, agreement of parties, and breach.
Sanmon owns a property leased by one of the Debtors. Sanmon opposes parts of the Debtors' motion related to the proposed sale process. Specifically, Sanmon argues that: (1) the notice procedures and timeline in the event of a third party bidder do not provide landlords adequate time or information to assess a bidder's ability to perform leases; (2) the "free and clear" sale provisions are problematic; and (3) certain modifications must be made to the global bidding procedures to better protect landlords' rights under the Bankruptcy Code.
[1] The Uniform Commercial Code (UCC) Article 2 governs the sale of goods and provides more flexibility than the common law of contracts by allowing for open terms related to pricing, payment, and delivery. As long as the parties intend to form a contract and there is a reasonable basis for a remedy, a contract can exist even with open terms.
[2] Under the UCC, an offer made by a merchant in a signed writing becomes irrevocable for a reasonable period of time without requiring consideration. A contract is formed when there is an acceptance, which can occur through shipment of goods or a prompt promise to ship.
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This document provides an overview of a case study examining the interpretation of an ambiguous contract term. The case, Frigaliment Importing Co. v. B.N.S. International Sales Corp., involved a dispute over whether a contract for the sale of "chicken" referred to "broiler chicken" or "stewing chicken." The judge, Henry Friendly, first looked to the contract itself and documents incorporated by reference to resolve the ambiguity, but found no clarification. Testimonial evidence from witnesses for both parties presented conflicting definitions of "chicken." Ultimately, the judge ruled the term should not be defined based on trade usage, since the defendant was new to the poultry trade and there was no proof it
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This document discusses contract disputes and the dispute resolution process outlined in the FIDIC 1999 forms of contract. It provides context around standard form contracts and introduces the concept of a Dispute Adjudication Board (DAB) which was implemented in the 1999 FIDIC forms to replace the Engineer's role in dispute resolution. The DAB acts as a pre-arbitral board to make determinations on disputes, unless the matter is referred to arbitration. The document outlines the composition and appointment of the DAB based on project value, as well as their responsibilities and procedural rules.
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Laina discussed the impact on claims of the extended statutory duty of care in the Design and Building Practitioners Act 2020 (NSW) and the recovery of damages in construction claims at the 2023 UNSW Edge Construction Law Edge.
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2) It describes the "dispute syndrome" where a lack of trust and objectivity can cause claims to escalate into full disputes as each side takes increasingly aggressive positions.
3) Key recommendations include focusing on claims avoidance by managing risks upfront, addressing claims in a timely manner, and aligning project goals between parties to reduce conflicting interests.
Rob Harper SC & Laina Chan How to brief counsel and WhyLaina Chan
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This document provides an overview and summary of a lecture about purchaser's remedies for vendor breaches in property conveyances. It discusses vendor obligations under common law caveat emptor principles. It also outlines legislative constraints on vendors under the Australian Consumer Law and Conveyancing Act, including implied warranties and prescribed documents that must be attached to contracts. Finally, it discusses various types of vendor breaches such as non-disclosure of contamination or development controls, and the available remedies to purchasers including rescission and damages.
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Powerpoint for Legalwise Annual Property Seminar March 2016
1. Sunset clauses and
quantification of damages
When may a Vendor rescind a contract?
When is it appropriate to assess damages at a date other than the date of
breach?
Legalwise Second Annual Property Law Seminar
9 March 2016
Laina Chan
Barrister at Ninth Floor Wentworth Chambers
laina chan
barrister
2. S 66ZL Conveyancing Act 1919
(3) A vendor may rescind an off the plan contract under a
sunset clause if the subject lot has not been created by the
sunset date, but only if:
(a) each purchaser under the contract, at any time after
being served with the notice under subsection (4), consents
in writing to the rescission, or
(b) the vendor has obtained an order of the Supreme Court
under this section permitting the vendor to rescind the
contract under the sunset clause, or
(c) the regulations otherwise permit the vendor to rescind
the contract under the sunset clause.
3. S 66ZL Conveyancing Act 1919
(6) The Supreme Court may on the application of a
vendor under an off the plan contract make an order
permitting the vendor to rescind the contract under a
sunset clause but only if the vendor satisfies the Court
that making the order is just and equitable in all the
circumstances.
4. S 66ZL Conveyancing Act 1919
(7) In determining whether it is just and equitable in all the circumstances the
Court is to take the following into account:
(a) the terms of the off the plan contract,
(b) whether the vendor has acted unreasonably or in bad faith,
(c) the reason for the delay in creating the subject lot,
(d) the likely date on which the subject lot will be created,
(e) whether the subject lot has increased in value,
(f) the effect of the rescission on each purchaser,
(g) any other matter that the Court considers to be relevant,
(h) any other matter prescribed by the regulations.
5. S 66ZL Conveyancing Act 1919
• Regulations are currently silent
• Ss 66ZL(7) is prescriptive.
• In determining whether it is just and equitable for the
developer to rescind the contract and to illuminate
the likely approach of the courts in relation to ss
66ZL, the following cases are instructive.
6. Godfrey Constructions Pty Ltd v Kanangra Park Pty
Ltd (1972) 128 CLR 529
• ‘if the V shall be unable or unwilling to comply with
or remove any objection or requisition which the
purchaser has made and shall not waive within 14
days after the V has given him notice of intention to
rescind this agreement, the V, whether he has or
has not attempted to remove or comply with such
objection or requisition, and notwithstanding any
negotiation or litigation in respect thereof, and
whether the P has or has not taken possession shall
be entitled by notice in writing to rescind this
agreement.’
laina chan
barrister
7. Godfrey Constructions Pty Ltd v Kanangra Park Pty
Ltd (1972) 128 CLR 529
• original purpose - improper and extraneous
purposes
• bona fides
• reasonableness
• not an arbitrary power
laina chan
barrister
8. Woolcott v Peggie (1889) 15 App Cas 42
• The vendor was entitled to rescind the contract,
provided he acted in good faith.
laina chan
barrister
9. In re Jackson and Haden’s Contract [1906] 1 Ch 412
• something on the part of the vendor less than the
law requires of him in such cases.
• may stop short of fraud
• for example, a reckless disregard by the vendor of
his duty as to accuracy of statement when he is
making a statement with a view to other people
acting on it as correct
• look at circumstances as a whole
10. Selkirk v Romar Investments Ltd [1963] 3 All ER 994
• Clause 3(3) of the agreement conferred power on
the vendor, if any requisition should be insisted on
with which he should be unable or unwilling to
comply, to rescind the contract by notice in writing.
11. Selkirk v Romar Investments Ltd [1963] 3 All ER 994
• A vendor's position, for this purpose, has to be
ascertained as at the date when he enters into his
contract
• not to be arbitrary or without reason
• a vendor has to be reasonable: he does not have to
be beyond criticism before he can exercise his right
to recission
laina chan
barrister
12. Pierce Bell Sales Pty Ltd v Frazer (1973) 130 CLR 575
• cl 14 contained the usual provision allowing the
vendors to give notice of intention to rescind if
‘unable or unwilling to comply with or remove any
objection or requisition’ and to rescind if the
purchaser did not waive the objection or requisition
within fourteen days of the notice
laina chan
barrister
13. Pierce Bell Sales Pty Ltd v Frazer (1973) 130 CLR 575
• begin with a contractual right to rescind, all the
circumstances covered by clause 14 being present.
• onus on the P to convince the V that V may not use
its contractual right
• take the circumstances of the case as a whole
laina chan
barrister
14. Burger King Corporation v Hungry Jack’s Pty Ltd
(2001 69 NSWLR 558
• An action by Hungry Jack’s (franchisee) against
Burger King (franchisor) for the latter’s alleged
wrongful termination of an agreement made
between them and its breach of certain terms
alleged to have been implied in that agreement.
laina chan
barrister
15. Burger King Corporation v Hungry Jack’s Pty Ltd
(2001 69 NSWLR 558
• general rescission clauses may not be used ‘for
improper and extraneous purposes: Godfrey
Constructions Pty Ltd v Kanangra Park Pty Ltd
• the Contract Review Act 1980, the Credit Act 1984
and s 51A of the Trade Practices Act 1974 (Cth)
• implied obligation of good faith and reasonableness
• disentitling conduct of vendor
laina chan
barrister
16. Tanwar v Cauchi (2003) 217 CLR 315
• The purchaser was unable to complete the contracts
because of a delay in obtaining finance.
• Finance became available the following day.
• The vendors were aware that the purchaser then
wished to complete the contracts but issued notices
of termination.
• Proceedings for specific performance.
laina chan
barrister
17. Tanwar v Cauchi (2003) 217 CLR 315
• the vendors had not caused or contributed in any
significant way to the purchaser’s breach
• it was not unconscientious for them to exercise their
contractual right to terminate the contracts.
• relief on the ground of accident was not available
because the possibility of breach was reasonably
within the contemplation of the purchaser.
laina chan
barrister
18. Ginger Development Enterprises Pty Ltd v Crown
Developments (2003) 12 BPR 22,607
• special condition 30 referred to the ‘caveats’ that
were on the title of the property.
• in the draft contract, special condition 55 referred to
caveats the presence of which were to be
acknowledged by the purchaser. However, special
condition 55 had been deleted from the contract
before exchange.
laina chan
barrister
19. Ginger Development Enterprises Pty Ltd v Crown
Developments (2003) 12 BPR 22,607
• obligation on the part of the person giving the
transfer to do all that was reasonable to ensure that
the sale could proceed to completion.
• Vendor had issued lapsing notices.
• Vendor should have sought an order under s 74MA
of the RPA to prevent the lodgment of further
successive caveats.
laina chan
barrister
20. Actall Pty Ltd v Pacific Bay Development Pty Ltd
[2006] NSWCA 190
• Clauses 28.2 and 28.3 of the Contract provided:
• “28.2 The vendor must do everything reasonable to have
the plan registered within 6 months after the contract
date …
• 28.3 If the plan is not registered within that time and in
that manner –
• 28.3.1 the purchaser can rescind; and
• 28.3.2 the vendor can rescind, but only if the vendor has
complied with clause 28.2.”
laina chan
barrister
21. Actall Pty Ltd v Pacific Bay Development Pty Ltd
[2006] NSWCA 190
• Allegation that the Vendor had an ulterior motive
“as an excuse to enable themselves to get rid
of the contract for some ulterior purpose, such
as to obtain a higher price for the land from
some other purchaser”
• The condition precedent to the right to rescind
contained in cl 28.2 is a significant protection to the
purchaser
• No need for equity to intervene.
laina chan
barrister
22. Cordon Investments Pty Ltd v Lesdor Properties Pty
Ltd (2013) 29 BCL 329
• Lesdor owned certain property.
• It contracted with Cordon for Cordon to develop the
property. Cordon was responsible for obtaining all
necessary approvals and for all construction costs, and
was to be reimbursed its actual costs from a loan it had
obtained to fund the development.
• Cordon’s profit was to be derived from the sale of certain
units in the project to the extent the proceeds exceeded
the development costs. Lesdor was entitled to retain the
balance of the units.
• Works were allegedly defective and Lesdor refused to
sign the strata plan
laina chan
barrister
23. Cordon Investments Pty Ltd v Lesdor Properties Pty
Ltd (2013) 29 BCL 329
• Lesdor repaid the loan out of another loan and
purported to terminate the contract relying upon
Cordon’s alleged renunciation in insisting on other
than defect-free completion.
• Lesdor took possession of the units that would have
gone to Cordon
• Cordon sued for damages for breach of contract.
laina chan
barrister
24. Cordon Investments Pty Ltd v Lesdor Properties Pty
Ltd (2013) 29 BCL 329
• It was appropriate to imply into the contract an
obligation that the parties would act in good faith
towards each other.
• No breach.
• Obligation could not be inconsistent with the terms
of the contract.
laina chan
barrister
25. Johnson v Perez (1988) 166 CLR 351 at 355
• The normal measure is the contract price less the
market price at the contractual time fixed for
completion.
• If the market price at the time fixed for completion
exceeds the contract price the vendor has not
suffered any damage by the loss of the bargain:
Carpenter v McGrath (1996) 40 NSWLR 39 at 59.
laina chan
barrister
26. HTW Valuers (Central Qld) Pty Ltd v Astonland Pty Ltd
(2004) 217 CLR 640 at 667
• Where there is no readily available market a later
date may be appropriate.
laina chan
barrister
27. HTW Valuers (Central Qld) Pty Ltd v Astonland Pty Ltd
(2004) 217 CLR 640 at 657[36]
• A key qualification which prevents the ordinary rule
from being inflexible is that the test does not depend
upon the difference between price and market value
but instead depends on the difference between price
and real value or fair value or fair or real value or
intrinsic value or true value or actual value or what
the asset was truly worth or really worth or what
would have been a fair price to be paid in the
circumstances.
• The distinction is an old and fundamental one.
laina chan
barrister
28. HTW Valuers (Central Qld) Pty Ltd v Astonland Pty Ltd
(2004) 217 CLR 640 at 657-8 [37]
• Other reasons why the law does not limit recovery
by reference to market value is that subject to
mitigation issues, the plaintiff is ‘not bound to sell
them’.
• Another is that there may not be a market or if for
some other reason the plaintiff is “locked in” to
holding the asset. In each of these circumstances,
the plaintiff may not have acted unreasonably in
retaining the asset.
laina chan
barrister
29. HTW Valuers (Central Qld) Pty Ltd v Astonland Pty Ltd
(2004) 217 CLR 640 at 657-8 [37]
• market value may be disregarded if they are
‘delusive or fictitious’ because they are the result of
‘a fraudulent prospectus, manipulation of the market
or some other improper practice on the part of the
defendant’
laina chan
barrister
30. HTW Valuers (Central Qld) Pty Ltd v Astonland Pty Ltd
(2004) 217 CLR 640 at 668
• The comparison of price and value at the date of
acquisition (which was the date of loss in the instant
case) as a test may produce a fair result ‘if the asset
acquired is a readily marketable asset and there is
no special feature (such as a continuing
misrepresentation or the purchaser being locked into
a business that he has acquired)’
laina chan
barrister
31. Filmlock Pty Ltd v Nissi Investments Pty Ltd (No 2)
[2013] NSWSC 959
• Damages assessed at date of resale rather than date of
breach
• Ng v Filmlock Pty Ltd (2014) 88 NSWLR 146 – appeal on
quantum
• NSWSC erred in concluding that difference between
price payable under sale contract and price realised
under resale contract represented appropriate measure
of damages
• In an appropriate case, damages could be quantified at a
time other than the date of breach
laina chan
barrister