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STUDY UNIT 3
Chapter 5
TYPES OF STATEMENTS
Puffs, Representations, and Terms (Condition, Warranty, Innominate Term)
1. Identify the Types of Statements made by Parties (underline what he said, she said)
Start by underlining the different statements made by the different parties. List out in your answer each relevant statement, and analyse each
statement based on the Steps below.
NOTE: It is important to classify the statements made by parties as (a) Puffs , (b) Representations and (c) Terms - so that the parties will know
their remedies if the statements are incorrect or untrue.
You want to know if there has been a Breach of Contract (ie, a breach of a Term of the contract).
2. Is it a Puff?
A puff is made during the course of negotiation, usually exaggerating the quality of good or service.
Eg. "This is the most beautiful room that you will ever see!"
If the puff is incorrect or breached, there are no legal consequences.
3(a) Objective test: Did the parties intend that there be Tan Chin Seng v Raffles Town Club (2002) Sometimes, the statements are not expressly made. You
contractual liability for that statement? may be asked whether there are any IMPLIED TERMS.
The following 5 guidelines help to determine the a. Terms can be implied into contract due to long usage and
parties' intention: trade custom - Hutton v Warren (1836)
REPRESENTATIONS
Guideline #5: Invitation to Verify the Statement Ecay v Godfrey (1947)
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STEPS ASK YOURSELF SUPPORTING CASE/LAW EXCEPTIONS
- More likely to be a representation if the other party
is invited to verify the truth of the statement.
Check to see if the Question asks you to decide on the nature of the term (i.e., whether it is a Condition or Warranty). If yes, go to Step 5.
Check to see if the Questions asks you to state the Remedies for Breach. If yes, then briefly mention that:
- an incorrect puff will not result in any legal consequences;
- a breach of representation, the innoccent party may sue for damages; and
- a breach of a term can entitle the innocent party to discharge (terminate) the contract and/or sue for damages (monetary compensation).
Eg. The term stating the amount of salary under an employment contract. - affirm (continue) the contract + sue for damages
- discharge (terminate) the contract + sue for damages
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BUS201 - CONTRACT & AGENCY LAW
STUDY UNIT 3
Chapter 5 (cont'd)
EXEMPTION CLAUSES
Different from a "limitation of liability " clause which seeks to limit the liability to a specified amount.
Did the parties sign a written contract (eg. standard Press Automation v Trans-Link (2003) Does not matter if the party did not read the contract. Once
form contracts) that included the exemption clause? he signed it, he is bound (unless there was fraud or
misrepresentation) - L'Estrange v Graucob (1934)
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STEPS ASK YOURSELF SUPPORTING CASE/LAW EXCEPTIONS
5. 4th Criteria - UCTA (Unfair Contract Terms Act) Statutory Provision IMPORTANT!
In general, UCTA requires exemption clauses to be
"reasonable" if they are to be valid.
A person cannot exclude liability arising for death or Section 2(1) UCTA
personal injury arising from his negligence.
Schedule 2 UCTA - Guidelines on "Reasonableness" "Reasonableness" under Schedule 2 UCTA applies to sales of
A person cannot exclude liability arising for other goods for $$ - section 11(2) UCTA.
loss or damage (eg. property damage or financial loss)
arising from his negligence UNLESS it is considered In other cases eg. sale of services, the courts will determine
"reasonableness" based on all circumstances (a) which were
"reasonable" under Schedule 2 of UCTA.
known to, (b) ought reasonably to have been known to, OR
(c) were in the contemplation of parties when contract is
(a) Bargaining position of the parties made - Section 11(1) UCTA. In practice, the courts may
If the party relying on the exemption clause is in decide to be guided by Schedule 2 UCTA.
a stronger bargaining position, then the clause is
likely to be unreasonable.
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STEPS ASK YOURSELF SUPPORTING CASE/LAW EXCEPTIONS
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