好像在这里写比较有感觉。。。
恩，明天就考了，来整体理一下思路。
Basic Contract Law
Formation of contract
- offer and acceptance
- consideration and intention to create legal relations
- privity of contract
Contents of contract
- terms of contract
- exemption clauses
a. incorporation
signature/ exceptions
notice (type of document, time of notice, adequacy of notice, effect of clause)
previous course of dealing
b. construction
contra proferentem rule
negligence liability
foundamental breach
c. Statutory limitations: unfair contract terms act (UCTA)
scope----business liability----negligence liability/ breach----sale or supply of goods----consumers----reasonableness----singapore, consumers
Vitiating factors
- misrepresentation
Definition:
- False/ untrue
- Statement of fact
- Which have induced
- Representee into entering contract
Common Law (in equity) effects:
- Rescind
- Damages (compensation)
Fraudulent misrepresentation: Tort of deceit--all loss cost by the deceit
Negligent misrepresentation: Tort of negligence--(constrain liability)--all reasonably foreseeable caused loss
Innocent misrepresentation (misled by someone else)--No damages
Misrepresentation Act
- economic duress, undue influence and unconscionability
- illegality and public policy
a. statutory illegality (prohibit the making of certain contracts and perfoming of contracts with intention of contravening a statute)
b. common law illegality (contracts that are for illegal purpose)
c. effects
- GR: contracts unenforceable/void, the loss lie where it falls
- Exception:
1. recovery of benefits conferred under illegal contract (restitution)
where parties are not equally at fault (A is guilty of fraud; oppression by A on B; class protecting statute)
2. timely repudiation or repentance (before contract is performed; genuine repentance)
3. recovery when plaintiff does not rely on the illegal contract (tort and collateral contract)
d. restraint of trade (ROT)
- Validity requirements:
1. a legitimate interest that the party relying on the clause is seeking to protect
2. the clause has to be reasonable (having regard to the interest of the parties and the general public)
GR: all covenants in ROT are prima facie void and unenforceable,
unless they are reasonable both in the interests of the parties and in the interests of the public.
- Employment contract
employer has to establish legitimate interests (trade secrets and business connections, maintenance of a stable workforce)
- Sale of a business
legitimate interest (goodwill of the business)
- Other categories
e. severance
- save a contract which would otherwise be illegal or contrary to public policy, by excising or cutting away the illegal portion
- severance of entire clauses
- severance within covenants, 'blue pencil test'
Discharge of contract
- performance, breach and agreement
- frustration
Remidies
- remedies for breach of contract
contractual damages at common law: compensation for pecuniary loss
action for a fixed sum
specific performance
injunction
statutory damages in lieu of or in addition to specific performance or injunction
restitutionary awards
Others
- agency (privity)
- blackhole (privity)
Tort of negligence
Important basic concepts:
common law----case law which have evolved through decisions of judges.
Discharge: prospective effect
Vitiate: retrospective and prospective effect, either make the contract void or voidable (rescinded), treat the contract as if it never existed.
- Breach, frustration, agreement and performance--> discharge
- Vitiating factors--> voidable--> rescind