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Which of these options are correct? (Select all that apply) A valid simple contract can be made:
Which of these options are correct? (Select all that apply) A valid simple contract can be made:
In order for a valid contract to exist, the parties to the contract must have the required capacity or ability to make the contract. The following types of people have a limited capacity to contract. These include minors and persons of unsound mind or intoxicated (alcohol, drugs).
In order for a valid contract to exist, the parties to the contract must have the required capacity or ability to make the contract. The following types of people have a limited capacity to contract. These include minors and persons of unsound mind or intoxicated (alcohol, drugs).
True
To be effective, revocation of an offer must be communicated to the other side, either directly or indirectly.
To be effective, revocation of an offer must be communicated to the other side, either directly or indirectly.
True
An agreement to keep an offer open for a specific time must be supported by consideration.
An agreement to keep an offer open for a specific time must be supported by consideration.
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The requirement for a tender to remain open: City University of Hong Kong v Blue Cross {Asia-Pacific} Insurance Ltd [2001] HKEC 266 was valid if no consideration was provided.
The requirement for a tender to remain open: City University of Hong Kong v Blue Cross {Asia-Pacific} Insurance Ltd [2001] HKEC 266 was valid if no consideration was provided.
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Acceptance of an offer must be absolute and unqualified; once acceptance is complete, it cannot be withdrawn.
Acceptance of an offer must be absolute and unqualified; once acceptance is complete, it cannot be withdrawn.
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The contract was formed in London because that was where the offer was received in Entores Ltd v. Miles Far East Corpn, 1995.
The contract was formed in London because that was where the offer was received in Entores Ltd v. Miles Far East Corpn, 1995.
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Acceptance is complete when the letter is posted, even though it might not reach its intended destination, in the postal rule.
Acceptance is complete when the letter is posted, even though it might not reach its intended destination, in the postal rule.
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If an agreement is of a social or domestic nature, then the law presumes that there is no intention to create legal relations.
If an agreement is of a social or domestic nature, then the law presumes that there is no intention to create legal relations.
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The trial judge in Wu Chiu Kuen v. Chu Shui Ching (1991) said that the presumption of no intention to create legal relations is always true when it comes to social or domestic agreements.
The trial judge in Wu Chiu Kuen v. Chu Shui Ching (1991) said that the presumption of no intention to create legal relations is always true when it comes to social or domestic agreements.
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The implications of entering into commercial agreements are quite different from those of domestic or social arrangements. If the parties are acting in the course of business and in accordance with standard commercial arrangements, the law presumes that both parties intend to enter into a legally binding contract and that the court can intervene to enforce their agreement.
The implications of entering into commercial agreements are quite different from those of domestic or social arrangements. If the parties are acting in the course of business and in accordance with standard commercial arrangements, the law presumes that both parties intend to enter into a legally binding contract and that the court can intervene to enforce their agreement.
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'Subject to contract', which means that whatever has been agreed is not binding until a formal contract is drawn up, is an exception in the law to the presumption of legal relations in business.
'Subject to contract', which means that whatever has been agreed is not binding until a formal contract is drawn up, is an exception in the law to the presumption of legal relations in business.
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Consideration is a necessary requirement to found a valid contract, except when the contract is made under seal or by deed.
Consideration is a necessary requirement to found a valid contract, except when the contract is made under seal or by deed.
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Consideration must be something of economic value in the eyes of the law. For example, a smile is insufficient.
Consideration must be something of economic value in the eyes of the law. For example, a smile is insufficient.
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The court in Thomas v. Thomas, 1845 held that £1 a year rent was not 'something of value in the eyes of the law'.
The court in Thomas v. Thomas, 1845 held that £1 a year rent was not 'something of value in the eyes of the law'.
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Past consideration is not consideration. An act done in the past for which a promise of payment or reward of today is past consideration is not consideration at all because there is no simultaneous exchange of promise.
Past consideration is not consideration. An act done in the past for which a promise of payment or reward of today is past consideration is not consideration at all because there is no simultaneous exchange of promise.
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The court in McArdle (1994) held that improvements made to a house by a wife were valid consideration for a promise of payment from her children.
The court in McArdle (1994) held that improvements made to a house by a wife were valid consideration for a promise of payment from her children.
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Performance of existing duties does not amount to consideration. If a party agrees to do no more than that which they are contractually bound to do, or obliged to do by law, then this promise to do such a thing is not consideration.
Performance of existing duties does not amount to consideration. If a party agrees to do no more than that which they are contractually bound to do, or obliged to do by law, then this promise to do such a thing is not consideration.
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In Collins v. Godfroy, 1981, the court held that the duty to attend as a witness in a case was not imposed by law and therefore consideration had been given for the promise.
In Collins v. Godfroy, 1981, the court held that the duty to attend as a witness in a case was not imposed by law and therefore consideration had been given for the promise.
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Williams v Roffey Bros & Nicholls (Contractors) Ltd [1990] I All ER 512 (CA) presents a legal exception to the principle that performance of existing duties is not consideration.
Williams v Roffey Bros & Nicholls (Contractors) Ltd [1990] I All ER 512 (CA) presents a legal exception to the principle that performance of existing duties is not consideration.
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Only parties to a contract can sue and be sued. This legal concept is known as the doctrine of privity of contract.
Only parties to a contract can sue and be sued. This legal concept is known as the doctrine of privity of contract.
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Reality of consent is impacted by which of the following? (Select all that apply)
Reality of consent is impacted by which of the following? (Select all that apply)
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Representation refers to statements that are not terms of the contract but are made before the conclusion of a contract to induce someone to enter into that contract.
Representation refers to statements that are not terms of the contract but are made before the conclusion of a contract to induce someone to enter into that contract.
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A misrepresentation is a representation, which is untrue.
A misrepresentation is a representation, which is untrue.
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The statement being a statement of fact, not an expression of opinion or a statement of law, is an element of Misrepresentation
The statement being a statement of fact, not an expression of opinion or a statement of law, is an element of Misrepresentation
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Green Park Properties Ltd v Dorku Ltd [2002]I HKC 121 is a case that demonstrates the concept of Misrepresentation by conduct.
Green Park Properties Ltd v Dorku Ltd [2002]I HKC 121 is a case that demonstrates the concept of Misrepresentation by conduct.
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Economic duress is an example of duress that relates to situations where a person feels compelled to act in a certain way due to personal threats.
Economic duress is an example of duress that relates to situations where a person feels compelled to act in a certain way due to personal threats.
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In D & C Builders v. Rees (1966), the court held that the defendants' act of offering a reduced amount and taking advantage of the builders' financial situation constituted unfair pressure.
In D & C Builders v. Rees (1966), the court held that the defendants' act of offering a reduced amount and taking advantage of the builders' financial situation constituted unfair pressure.
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Undue influence can be defined as the unconscientious use by one person of their power over another person in order to induce the other person to enter into a contract.
Undue influence can be defined as the unconscientious use by one person of their power over another person in order to induce the other person to enter into a contract.
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The case of Bank of China (Hong Kong) Ltd v Wong King Sing (2002) held that the defence of undue influence applies if the defendant did not consent freely and had no knowledge of the consequences.
The case of Bank of China (Hong Kong) Ltd v Wong King Sing (2002) held that the defence of undue influence applies if the defendant did not consent freely and had no knowledge of the consequences.
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Certain types of contracts are held to be illegal by the court because they are against public policy. These include contracts to commit a crime or a tort, contracts to defraud the Inland Revenue, contracts prejudicial to public safety, contracts prejudicial to the administration of justice, and contracts which are sexually immoral.
Certain types of contracts are held to be illegal by the court because they are against public policy. These include contracts to commit a crime or a tort, contracts to defraud the Inland Revenue, contracts prejudicial to public safety, contracts prejudicial to the administration of justice, and contracts which are sexually immoral.
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Those who are not the actual parties to the contract have the right to sue on the contract.
Those who are not the actual parties to the contract have the right to sue on the contract.
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In Tweddle v. Atkinson (1981), the court held that although the contract was for the benefit of the son, he was not a party to the contract and could not sue on it.
In Tweddle v. Atkinson (1981), the court held that although the contract was for the benefit of the son, he was not a party to the contract and could not sue on it.
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In Beswick v. Beswick (1968), the court held that the widow had a personal right to sue on the contract for the weekly payment, despite her not being a party to the contract.
In Beswick v. Beswick (1968), the court held that the widow had a personal right to sue on the contract for the weekly payment, despite her not being a party to the contract.
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Express terms are terms that are expressly agreed upon by the contracting parties, whether orally or in writing.
Express terms are terms that are expressly agreed upon by the contracting parties, whether orally or in writing.
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Implied terms are terms that can be implied into contracts by statute, trade usage, previous dealings, or business efficacy.
Implied terms are terms that can be implied into contracts by statute, trade usage, previous dealings, or business efficacy.
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Statutory terms are implied into contracts based on specific legislation.
Statutory terms are implied into contracts based on specific legislation.
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In the case of British School of Motoring v. Simms (1971), the courts held that the doctrine of business efficacy implied a term into the contract between a driving school and a customer, stating that any car provided would be covered by insurance.
In the case of British School of Motoring v. Simms (1971), the courts held that the doctrine of business efficacy implied a term into the contract between a driving school and a customer, stating that any car provided would be covered by insurance.
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A condition is a minor term of a contract, while a warranty is a major term.
A condition is a minor term of a contract, while a warranty is a major term.
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Innominate terms are terms that are classified and categorized.
Innominate terms are terms that are classified and categorized.
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The innocent party is entitled to treat the contract as having ended and to be refunded money paid out and other expenses incurred, if there is a breach of a condition.
The innocent party is entitled to treat the contract as having ended and to be refunded money paid out and other expenses incurred, if there is a breach of a condition.
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If the parties do not specify this consequence for a breach of a condition, the court can disregard the label 'condition' used by the parties to the contract.
If the parties do not specify this consequence for a breach of a condition, the court can disregard the label 'condition' used by the parties to the contract.
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HK Fir Shipping Co Ltd v Kawasaki Kisen Kaisha (1962) is a famous case that exemplifies the application and interpretation of innominate terms in contracts.
HK Fir Shipping Co Ltd v Kawasaki Kisen Kaisha (1962) is a famous case that exemplifies the application and interpretation of innominate terms in contracts.
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The injured party has the right to sue for damages but the contract is still valid and binding on the parties, in the case of a breach of a warranty.
The injured party has the right to sue for damages but the contract is still valid and binding on the parties, in the case of a breach of a warranty.
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A condition precedent is an express or implied condition that the contract will not bind one or more of the parties unless some stated event has happened.
A condition precedent is an express or implied condition that the contract will not bind one or more of the parties unless some stated event has happened.
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A condition subsequent is a condition that, if it occurs, will terminate the contract.
A condition subsequent is a condition that, if it occurs, will terminate the contract.
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An exclusion clause is a clause that seeks to limit the party's liability to a specified amount, in the event of a breach.
An exclusion clause is a clause that seeks to limit the party's liability to a specified amount, in the event of a breach.
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In L. Estrange v. Graucob 1934, the court held that a customer was bound by the terms of a contract, even though she had not read them, because the document containing the terms was signed.
In L. Estrange v. Graucob 1934, the court held that a customer was bound by the terms of a contract, even though she had not read them, because the document containing the terms was signed.
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When it comes to unsigned documents, it is necessary to reproduce the full terms of the contract on the particular document, to be legally valid.
When it comes to unsigned documents, it is necessary to reproduce the full terms of the contract on the particular document, to be legally valid.
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It is sufficient to reproduce the terms of the contract on a document, which cannot be regarded as contractual, to ensure they are legally valid.
It is sufficient to reproduce the terms of the contract on a document, which cannot be regarded as contractual, to ensure they are legally valid.
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A contract can be discharged by performance, agreement, breach, or frustration.
A contract can be discharged by performance, agreement, breach, or frustration.
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Performance must be precise and exact. A contract is fully discharged when both parties fully and precisely perform their obligations as set out in the contract.
Performance must be precise and exact. A contract is fully discharged when both parties fully and precisely perform their obligations as set out in the contract.
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General rule : Performance of half of the contract entitles a party to claim half the price.
General rule : Performance of half of the contract entitles a party to claim half the price.
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An entire contract must be fully performed, whereas a severable contract can be divided up into parts, so that performance of one part entitles the performer to a proportionate counter-performance.
An entire contract must be fully performed, whereas a severable contract can be divided up into parts, so that performance of one part entitles the performer to a proportionate counter-performance.
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In Bolton v. Mahadeva (1972), the court held that because there was substantial performance on the part of the plaintiff, he could not recover money for the partial performance.
In Bolton v. Mahadeva (1972), the court held that because there was substantial performance on the part of the plaintiff, he could not recover money for the partial performance.
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If there is substantial performance by a party, the other party cannot treat himself as discharged, but they can sue on the contract and be liable in damages for the partial non-performance.
If there is substantial performance by a party, the other party cannot treat himself as discharged, but they can sue on the contract and be liable in damages for the partial non-performance.
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In Hoenig v. Isaacs (1952), the court held that there was not substantial performance by the plaintiff.
In Hoenig v. Isaacs (1952), the court held that there was not substantial performance by the plaintiff.
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A breach of contract is the failure of one party to carry out an obligation, which they have assumed by virtue of the contract.
A breach of contract is the failure of one party to carry out an obligation, which they have assumed by virtue of the contract.
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The breach of a contract can only be partial, never total.
The breach of a contract can only be partial, never total.
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Anticipatory Breach occurs when a party indicates before the time of performance that they will not or cannot perform the contract.
Anticipatory Breach occurs when a party indicates before the time of performance that they will not or cannot perform the contract.
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The innocent party can choose to ignore the notice of the anticipatory breach and sue later for a breach of contract, if they choose to wait until the time of performance.
The innocent party can choose to ignore the notice of the anticipatory breach and sue later for a breach of contract, if they choose to wait until the time of performance.
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The court in a situation of anticipatory breach, will only allow the innocent party to pursue a declaration that the anticipatory breach does entitle him to treat the contract as discharged, if they are the promisee.
The court in a situation of anticipatory breach, will only allow the innocent party to pursue a declaration that the anticipatory breach does entitle him to treat the contract as discharged, if they are the promisee.
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The innocent party is always entitled to treat the contract as discharged, upon a breach of contract.
The innocent party is always entitled to treat the contract as discharged, upon a breach of contract.
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A repudiatory breach occurs when a party communicates their clear intention not to be bound by the contract.
A repudiatory breach occurs when a party communicates their clear intention not to be bound by the contract.
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In a Repudiatory Breach, the innocent party is entitled to treat the contract as at an end and to claim any appropriate damages for any losses incurred.
In a Repudiatory Breach, the innocent party is entitled to treat the contract as at an end and to claim any appropriate damages for any losses incurred.
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The severity of the breach in a repudiatory breach, will determine whether the innocent party can treat the contract as cancelled or discharged.
The severity of the breach in a repudiatory breach, will determine whether the innocent party can treat the contract as cancelled or discharged.
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A court will hold that a contract is frustrated only when an event, which was unforeseen by the parties and for which the contract makes no provision, has occurred.
A court will hold that a contract is frustrated only when an event, which was unforeseen by the parties and for which the contract makes no provision, has occurred.
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In the case of Taylor v. Caldwell (1863) the court held that the contract for the use of a music hall, which was destroyed before the intended date of use, was frustrated.
In the case of Taylor v. Caldwell (1863) the court held that the contract for the use of a music hall, which was destroyed before the intended date of use, was frustrated.
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The Law Amendment and Reform (Consolidation) Ordinance provides that money paid before the frustrating event is recoverable.
The Law Amendment and Reform (Consolidation) Ordinance provides that money paid before the frustrating event is recoverable.
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A court can order a party, who has received a valuable benefit under a contract, to pay whatever the court considers the benefit is worth, in a case of a frustrated contract.
A court can order a party, who has received a valuable benefit under a contract, to pay whatever the court considers the benefit is worth, in a case of a frustrated contract.
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The primary difference between failure to perform and anticipatory breach pertains to the timing of their occurrence. Failure to perform can only occur after the time for performance has expired, whereas anticipatory breach precedes the expiry of the time for performance.
The primary difference between failure to perform and anticipatory breach pertains to the timing of their occurrence. Failure to perform can only occur after the time for performance has expired, whereas anticipatory breach precedes the expiry of the time for performance.
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Liquidated damages clauses, which lay down a fixed amount of damages to be paid in the event of a breach, are only valid if the amount is not considered to be a penalty.
Liquidated damages clauses, which lay down a fixed amount of damages to be paid in the event of a breach, are only valid if the amount is not considered to be a penalty.
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Unliquidated damages arise when the damages are not a fixed sum and require further assessment by the court.
Unliquidated damages arise when the damages are not a fixed sum and require further assessment by the court.
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In Hadley v. Baxendale (1854), the court held that a defendant would always be liable for any kind of loss caused by a breach of contract.
In Hadley v. Baxendale (1854), the court held that a defendant would always be liable for any kind of loss caused by a breach of contract.
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Specific Performance is a discretionary order, issued by the court, compelling a person to carry out their obligations under a contract.
Specific Performance is a discretionary order, issued by the court, compelling a person to carry out their obligations under a contract.
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Specific performance is frequently awarded by the court.
Specific performance is frequently awarded by the court.
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Specific performance is only granted after a breach of contract has occurred.
Specific performance is only granted after a breach of contract has occurred.
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Study Notes
Contract Law Overview
- The lecture notes are for educational purposes only.
- The authors are not responsible for any loss or damage resulting from reliance on the material.
- Contract law principles are interpreted and practiced.
Formation of Contract
- Simple contracts can be made orally, in writing, or by conduct.
- A contract under seal (deed) is a written promise, signed, sealed and delivered, enforceable without consideration.
- Essential elements for a valid contract include: capacity of the parties, intention to create a legal relationship, offer and acceptance, form and/or consideration, reality of consent, and legality of object.
Capacity of Parties
- Minors and people of unsound mind or intoxicated individuals have limited capacity to contract.
Formation of Contract (Conditions)
- There must be offer, acceptance, intention to create legal relations, and consideration for a simple contract to be enforceable.
- An offer is a statement showing willingness to contract on stated terms, ready to be accepted.
- An invitation to treat is an invitation to make an offer. Auctions, advertisements, tenders and shop displays are examples of an invitation to treat.
- The case of Carlill v Carbolic Smoke Ball Co is an exception to this rule. In this case, the advertisement was held to be an offer.
- An offer can be revoked at any time before acceptance.
- Effective revocation requires communication to the other party. (e.g., Dickinson v Dodds)
- An agreement to keep an offer open for a certain time requires consideration to be binding. (City University of Hong Kong v Blue Cross)
Acceptance of Offer
- Acceptance must be absolute and unqualified.
- Acceptance can be oral, written, or implied by conduct.
- A counter-offer automatically terminates the original offer, which cannot be revived later. (Hyde v Wrench)
- Acceptance is complete on receipt, (e.g. Entores Ltd v Miles Far East Corpn), and the postal rule (acceptance is complete when the letter is posted)
- Offer to the whole world: no need for personal reply acceptance by conduct (Carlill v Carbolic Smoke Ball Co)
Intention to Create Legal Relations
- Agreements must show an intention to create legal relations
- Social or domestic agreements are presumed not to have an intention to create legal relations but this presumption can be rebutted with evidence. (Wu Chiu Kuen v Chu Shui Ching)
- Commercial agreements are presumed to have an intention to create legal relations
- Exceptions to presumption: "Subject to contract"
Consideration
- A contract must have consideration; each party must give something or do something.
- Consideration must be something of economic value in the eyes of the law but doesn't need to be adequate. (Thomas v Thomas)
- Past consideration is not valid consideration. (McArdle)
- Performing existing duties doesn't constitute new consideration. (Collins v Godfrey)
- Exceptions to pre-existing duty rule: Williams v Roffey Bros & Nicholls (Contractors) Ltd
Doctrine of Privity of Contract
- Only parties to a contract can sue or be sued on it.
- This principle prevents third parties from enforcing contractual obligations.
- Prevents third parties from interfering with contracts. (e.g., Tweddle v Atkinson, Beswick v Beswick)
Reality of Consent
- Misrepresentation, duress, and undue influence can affect the validity of consent.
Misrepresentation
- A false statement not part of contract terms to induce a contract is a misrepresentation.
- Must be a statement of fact, not opinion or law, made to induce the contract, relied on, and untruthful.
- Fraudulent misrepresentation is knowingly false; negligent misrepresentation occurs without reasonable grounds for belief, and innocent misrepresentation is a false statement with reasonable grounds for belief. (Derry v Peek, Hedley Byrne & Co Ltd v Heller & Partners Ltd, Green Park Properties Ltd v Dorku Ltd)
Duress
- Duress involves compulsion by threat of harm to a person's physical safety or financial well-being. (D & C Builders v Rees)
Undue Influence
- Undue influence is when one person unconscionably uses power over another to induce a contract. (Bank of China v Wong King Sing)
Legality of Contract
- Contracts that are illegal due to public policy: committing crimes/torts, defrauding the Inland Revenue, prejudicing public safety, administration of justice or sexually immoral.
Construction of Contract
- Express terms: explicitly agreed terms in the contract.
- Implied terms: terms not explicitly stated but are implicit based on statute (e.g. Sale of Goods Ordinance), trade usage, or previous dealings.
- Business efficacy: implied terms are necessary for the contract to be practical and workable. (British School of Motoring v Simms)
- Officious bystander test: implied terms are so obvious that an outsider would say "of course"
- Conditions, warranties, and innominate terms
Breach of Contract
- Breach occurs when a party fails to meet a contractual obligation.
- Anticipatory breach signifies a party declares inability to perform before performance is due.
- Repudiatory (total) breach – A party shows clear intention to not fulfil contractual obligations.
- Partial breach may only warrant damages or loss of some aspect of the contract if it’s not a ‘serious’ breach (Bonton v Mahadeva)
Discharge of Contract
- Ways in which a contract can end: (i) agreement, (ii) performance, (iii), breach, (iv) frustration
- Performance: exact and precise fulfillment of all contract obligations.
- Partial performance does not discharge a contract if the obligations are essential (Bolton v Mahadeva)
- Substantial performance: performance of most of contract obligations (Hoenig v Isaacs)
- Frustration: external events that make it impossible for the contract to continue
Remedies for Breach
- Liquidated Damages: Pre-agreed damages for breach; genuine estimates of loss are enforceable. ( Dunlop Pneumatic Tyre Co Ltd v New Garage and Motor Co Ltd)
- Unliquidated Damages: compensation based on the actual loss; claimant must prove loss, causation, and remoteness. (Hadley v Baxendale)
- Specific Performance: court order to compel party to fulfill contract promises; granted only if damages are inadequate (Price v Strange)
- Injunction; Equitable remedy compelling or restraining actions
- This can be granted if damages are not adequate (American Cyanamid v Ethicon Ltd)
Further Study Points
- Further research would benefit understanding the specifics of certain areas mentioned in the lecture notes and looking into case examples.
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This quiz covers the fundamental principles of contract law, focusing on the formation of contracts and the necessary conditions for their validity. It includes essential elements such as capacity, intention, offer, and acceptance. Ideal for students looking to understand the practical applications of contract law.
