Transcript for:
Understanding Contract Law and Its Terms

good evening to all of you we be waiting for quite some time for uh maybe reasonable number to join before we start so as i indicated in our uh invitation that we would like to first do some general revision of selected aspect of contract so tonight i want us to fully exhaust everything which needs to be known as far as contracts are concerned so that we don't ever have to come back to this area so this is what i propose to do as i keep telling you we come to this class on assumption that you have done the substantive learning already and our task is to help you to understand or clarify certain things that you may be lacking understanding so i'm going to [Music] quickly summarize the law without going through elaborate uh points which i will have really done if i'm just treating it as a topic to people who have not learned it before i'll just do this in few minutes and then we take questions so as we take the questions i think that will be way for us to do more uh discussion so uh before we come back to the questions uh would you be looking at the one ac type which one problem-based question and then the number of the choice question so the idea uh is that as we go through some of the reasons uh that should enable us to uh resolve any uh uh doubts or ambiguities or maybe some basic apprehension which we have as far as some of these principles are concerned so before we continue with the questions as i said let me use uh some few minutes to quickly summarize uh what we need to remember as far as steps of contract is concerned and i have a number of slides on this i could later push them on their platform for you if you sell care for them but i thought that at this time you have all the materials that you need to have a preparation so having said that when we talk about terms of contract first of all we have to appreciate that is a very important aspect of our law of contracts and what are they other attempts terms also known as the content of contract basically refer to what the party have the parties have agreed upon they are respected under the contact the obligation under the contract their rights these are what we call terms of contract so as far as stems are concerned we need to appreciate when a contract is being made a number of discussions or statements are made by the parties to each other but the big question is are all these statements meant to form part of the terms of the contract the answer is no so we need to find out which of the statements made at the negotiation form part of the contract and which of them do not form part of the contract one switch from part of the contract are certainly called terms or attempts of the contract and they are so-called because they create obligation they create duties if they are not carried out uh provoke legal consequences and those real consequences are simply that there will be a breach of contract and while there's a breach of contract then remedies for breach of contract that you have seen reverse level kicking are seen for applicable or some architectural remedies specific performance or injection as they can be on the other hand where we say that the particular term sorry not the type the particular statement made at the negotiations see the pre-contract trustee is not a term then it is a representation a representation is represent a fact meant to induce or persuade another person to enter into a contract and what that means is that should there be non-compliance or should they turn out to be untrue pretend not to be forced the legal consequences they provoke is simply that the affected party can see misrepresentation or can bring an action in the total seat so uh these are some of the differences that we received then we come to the question how do we know uh which of the frequents are attempt and which of the statements are representation i'm talking about the statement made at the trustee of the negotiations now usually if you look at the case law in the literature the call to pay attention to face the importance of the statement and by this what it means is that the more important the statement the more likely the court will say that that signal was meant to form part of the of the of the country for them at item and then the vice versa the less important or unimportant it is in the court to say that it was probably just a representation and then there are two the call to also look at the timing of the making of the statement if the statement was made closer to the making of the contract then it raises the high probability that it was meant to form part of the terms of the country on the other hand if the con the segment was also made long long long long ago you know like there are kids like the rudely and mccain if the signal was made long ago before the contract was concluded then that statement would not be treated as a term it would likely be treated as a representation okay so that is the second point then the third point is that the court will look at the expertise of the maker of the statement if the maker of the statement for example claims you have expertise or appears to have some expertise then the statement that he made would not be taking a just ordinary uh representation it's more likely to be treated as forming part of the contract for that matter attempt and fortunately sometime the call whether after the making of the statement the transaction reduced into writing if a statement has made and subsequent parties have entered into a written contract then if a particular statement was not included in that subsequent then it was not meant to form part of the terms of the contract and then the advice see a vessel so these are some of the things that we have to look at now having known how the call to classifies a pre-contractual statement or the negotiation state segment we also have to understand that terms of contract we have what we call the expressions and we have the implied terms express time simply refers to terms which the parties to the contract have negotiated agreed upon so they have addressed their minds with what we want to form part of the contract that we are making so those are the express attempts and in terms of our facing or recognition of express terms we may have to appreciate that contracts are of two kinds we have like the the rating contracts and then our contract reducing the writing and then the ura contract also known as the pyro contract now where the contract is aura that is parole meaning that it is not reduced into writing in trying to find out the questions in trying to find out what the parties actually agreed upon as constituting the obligation or the duties that they have assumed under the contract now what i want to do is simply to use the two tests the objective test if you remember the case of a smith use dumpling and james raffles and which has no type of another court will try and find out by the objective tests uh having an external appearance external manifestations of what the party said and did those are the ten which will guide the court to try and arrive the terms of the contract that is experience and here we are dealing with a aura contract we are doing a parole contract a contract not reducing to writing and that is that is why the court will have to be guided by the objective test asset way to make a determination as to what the parties actually agreed upon so let's keep that in mind and again where the contract is reducing the right then identifying the terms is not very difficult where the contract is producing writing express terms are recognized by looking at what is contained in the written contracts and and in that respect the the the courts of emphasize a particular evidential rule what do you call the parallel evidence the parallel evidence rule the parallel evidence rule simply means that where the contact has been reduced into writing then the parties are considered to have actually agreed uh upon what is contained in the writing and the parties will not be allowed to go out what the written contract is saying and and what is a parole evidence rule so no extrinsic evidence no external evidence will be entertained by vary or to change what the rating are saying so that's how the court will go about trying to identify what the terms of the contract are i'm talking about the expression where the contract has actually been writing and as i said again the court will take the position that what the parties agreed upon is what is contained in the in the written contact or in the writing and for that matter nothing outside of it will be allowed to contradict what the writing is saying that is why that is the essence of what you call like the parole evidence and the para evidence rule as you know very well uh plethora of cases wilson and propay [Music] you take our own evidence we take the evidence act we have uh uh it has also been uh codified or we give it a statutory footing and as a general rule that as i said where you have actually reduced the contract into writing then you will not be allowed to see that something is contained outside the contract and soon upon an affair by the supreme court uh ruby session 177 of the evidence act of 1975 and i said degree 323 all these provisions actually [Music] enacted or codified the parole evidence rule but the parole evidence rule is not cast in stone meaning that it is possible for some exceptions to be entertained for example if you look at the case or law as well as even the provisioning of section 177 uh for example you will notice that where the parties for example have not reduced the contract fully into writing then what will happen is that the court will try and take external evidence in order to establish the other part of the contract which is not actually contained in the writing as i said i cannot have like the luxury of to actually go uh you know details of things but as we discuss uh questions so we'll be able to fill in some of the details that we need to be filling but if you have to go according to what is usually done in the in the classrooms and the law faculties who just probably do about this and that is what we want to do you want to be able to quickly revise every aspect which can be examined so let us proceed in that respect and let us avoid the you know the step by step no nuance or the little discussion yeah so that is what we remember about like the uh recognition identification of the express terms in the case of a written contract as i said again the court will say that the text is found in the writing and for that matter will not be allowed to bring anything outside that to change to add to or to contradict that's what they call like the parole evidence rule as it will and again apart from express term we also have what we call like the implied we have the implied terms as well and by implied terms we are referring to uh where the code will and read some additional things into what the parties personally agreed upon and when terms are being implied the assumption or the understanding is that the courts and the dharma that the lawmaker are trying to recognize the unexpressed intention of the parties that there are some aspects of the intention of the parties which are not really captured by the contract that we have the intention of the parties to be fully uh upheld by holding the contract we need to read in some additional obligation some additional uh notice so when you are reading in when you are inferring obligations to what the parties have agreed upon then we say that we have implied terms and terms may be implied in one of three main ways they may be implied by statute in other words an out parliament may say that for certain type of contract or certain type of transactions some obligations or some duties must always be included and for example take like the sale of goods act we know that when we comes to the contract for sale of goose between a buyer of a movable item and a seller that is the sale of goods contract there are some obligations which are considered right in the sense that they are always supposed to part or some of them are also default in the sense that where the parties to the contract do not make prohibition then the lawmaker will say that this should be the position now quite apart from terms which are very uh which are implied by statute not only so many examples including even like the new alliance acts respect to conveyancing a certain covenant if you go to the repeal we don't say the only contract between a purchaser and a vendor of a land or landlord and tenant a certain uh covenant uh quiet enjoyment and so on even where the contract does not expressly say so the statue says that these are unsuper so that is also another example of the implied i mean i'm 10 times implied by statute and the same thing applies to labor act if you go to the labor act when it comes to the contract between employer employer and employee there are certain matters in which the lawmakers say that this reform part of that uh the con contract of employment so they live with the silence on that uh those provisions of the labor act were actually applied yeah so there are a lot of examples of the terms implied by statute what i have mentioned are just some of them and you could even mention more companies act and so on and so forth then we also have uh imply by custom terms may be implied by custom by custom talking about well-established crystallized practices within certain uh trade or within certain community such that those who are actors or those who are a stakeholders within that will obviously agree without any protestation that those practices or those customs those conventions how things are actually done in a particular field or in that particular yeah so you know look at the case of a hutton and warring then look at the the noga that is how terms are implied terms which have developed crystallized in certain communities or certain trade or industry and the court will say that if the transaction between the parties are silent on this because this is a well-known custom concern we are going to actually infer it into the contract which the parties have made then the third wing returns may be implied that is uh by the courts they called me implied and how do the courts imply terms the court implied terms first of all to give a business efficacy you know the famous case of the mockup to try and specifically in other words the court is trying to say that having regard to the express terms of the contract uh something is missing and that which is not there will not allow the express intention of the parties to be fulfilled and in order for the intention of the parties to be effectuated not to be defeated then the court will need to read in some additional obligation i remember like the famous mukok where the the vessel was going to [Music] someone's heavy like the pot or jetty and there was confusion as whether it was the duty of you know the facility to warn the we know the vessel as weather level that is the tide whether it was safe or it was not safe for the vessel to come and you see how the court said that having regard to the circumstances of the case and especially the articulated intention of the parties in order for the intention the parties not to be defeated then it was necessary to read in some additional obligations yeah so therefore we say that terms must be implied by the court in order to give business efficacy to the country to enable the the court actually realized the intentions of the parties are quite apart from that needs to be implied by the court in order to uh feeling even like the obvious issue by the court and by that the court will say that it is using the position of an official's bias in other words if at the time that the parents are meeting the contract the particular term which the court is inferring if their attention has been drawn to it the court is saying that the part the parties who have right that we noted uh in agreement that yes that particular term was also meant to prepare the contract that is why one of the judges said that the parties were objects it's also a part of the terms of the country look at the case of the liverpool and the iron yeah so these are how terms are implied by the code and again we also need to appreciate that terms of contract are not of equal importance uh some are more important than others this was the animal farm or animals are equal but not all i mean not all animals are equal good so terms they are all part of the country but some are more important than what than others so relative importance of terms traditionally i mean until the last almost 15 years terms were either a condition or a warranty a conditional warranty a condition simply means that it is a term obligation of major import because that application of major importance the very foundation or the very roots and what that means is that in the event of a breach of that nuclear party is entitled to uh repudiates the contract repudiating the contract means that is a title to fit the contract as having come to an end as having been terminated and for that matter he can go to court and sue the defaulting party for damages as well on the other hand where a term is still you know classified as a warranty what it means is that it is a term of a relatively minor importance and for that matter in the event of a bridge the innocent cannot repudiate the contract cannot treat us having come to an end it can only uh seal for damages you have to continue and observe the obligations under the contract now so this uh classification where what we have this new classification with what we have for a very long time so as i said terms were either a condition or warranty but all this uh changed and we got like a hybrid in 1962 like the hybrid term uh following the case of hong kong fair [Music] in which english court for pill said that if you look at certain uh types of contracts it is not possible for you to [Music] read the contract of what the parties have agreed upon and simply say that this is a condition or that is a warranty that for some of them you need to actually wait for a bridge to occur before you can say that this particular uh temp which has been broken should be treated as a condition or this particular term which has been broken should rather be treated as a warranty and for that matter the court will think that you need to adopt what you call like the weight and see up wait and see approximately means that you cannot just look at the contract and say that this is a condition or this is a warranty rather you fold your arms you wait see wait for a bridge to actually okay and when a bridge of the tent has actually occurred you engage in weighing exercise you try to assess or weigh the impact of the breach on the contract the impact if the effect of the breach of that particular term on the rest of the contract is all significant it's so radical in the sense that it effectively deprives the other party or whatever benefits that is supposed to get under the contract then you say that that party should treat the bridge which has occurred as if it were a condition and for that matter given the remedies for breach of the condition the court is not saying that it is a condition the court is saying that it should be allowed to assess which are usually given for a breach of a condition and on the other hand where a bridge has occurred you have done the access and you come to conclusion that the effect of the bridge is not that huge and for that matter the quest can still continue then the innocent party will be given the remedies which are usually given for breach of the warranty now the other question may arise how do we know whether a term is a conditional warranty well it depends upon intel and not the label which the parties have given in the in the in in the contract so for example if we look at the sql scholar against the wickman machine tools the court will tell us that the description that the parties have given to the contract is one thing and what the the court will say that particular thing is is another thing and what they call to say that particular term is is a reflection of the attention of the parties so if the label which the parties are giving is not an accurate reflection of their intention deciphered by the court trying to construe what is in the contract then the label will be put aside and then the court or rather uh treat that term as what their determination of the intention of the participation and turn out to be so that is what might in that regard so we have said that quite apart from condition warranty we also have a prominent term also known as intermediate 10 or hybrid nice and as i said it's so cold because you cannot classify the term as a condition or warranty until there has been a natural breach when a natural is okay then you look at the impact or the effect of that breach on uh that particular contract before you can in the same party should get this remedy or sugar okay so that's about that now finally come to what they call the exclusion colossus uh exampling clauses and limitation clauses and then we will take the questions by exclusion uh colossus or example in colossals we are referring to a contractual practice that is a practice in contracting in which one party will try to get the other to agree that if i am either i cannot be held liable or if i can be held liable i can be liable only up to a certain limit up to a certain control of damages and and no more now where the particular clause in the contract is saying that the person cannot be head libel at all we call that exclusion clause or exemption clause on the other hand where the clause is saying that the person can be heard liable but only up to a certain limit and not beyond that then we call that limitation clause well the facts frown upon practices because they undermined uh you know freedom of contracts in a sense why ulu say that when you are enriched you cannot be healed liable or you cannot be healed like limited knowledge so that obviously suggests and for that matter the cost is very high by a very high threshold that before actually uphold exemption or squishing clause or limitation clause as a valid astringent test should be in other ways it must be understandable that that particular team actually forms part of the contract it forms and the contract meaning that the parties might have free accepted agreed that it should be part of the contract so that is uh one thing and secondly even when it is demonstrated to form part of the contract in the event of a breach in the event of a breach the court are still very strict the courts are strict in the sense that the court would like to find out whether the wedding of the clause covers the particular bridge event that has occurred if the introduce the wedding of the cross and it does not the particular uh bridge event then you cannot prolong it and escape liability or escape responsibility as it as it were so for that purpose a few principles should be remembered we have to find out whether the exemption clause that we are dealing with whether it is in writing requiring the signature of the parties or it is in writing but does not require the signature of the parties where it is in writing requiring the signature of the parties and the position of the law is that as a general rule once you have signed the clause you have signed the document containing the exemption clause you are assumed or you are taken you are deemed to have actually said that it funds part of the contract and you are bound by it so that is one thing that you should know if you did not read it it doesn't matter that is no excuse remember the cases of lestrange and graco and all that but there's an exception where you have signed but you signed it as a result of the fraud or some deception they remember the curtis uh chemical calendar incompetent the woman with the wedding gun yeah then the court was because you signed as a result of some misrepresentation or as a result of some fraud you are deceived into signing you will not be bound back you are signed or you can play because the the play of a non spectrum non-ness factor means that you are saying that this is not my date document i have signed is radically different from that which i intended to sign so we keep that in mind but of course we have to know that if for example you require reading glasses you didn't have your reading glasses like i have my reading glasses and let's assume that i cannot read at all without the reading glasses a document is brought to me and i signed that particular uh document knowing very well that my reading glasses was done with me i would not be allowed to escape uh liability i'll be bound by what i have done and i hope the case of the uh garlic and lay uh some anger sounds and then again we also have to remember that where the exemption clause is not the type which requires signature then the position of the law is that adequate notice should be given adequate notice should be given now as i speak to you now i'm aware that the law reform commission is currently doing a work which is meant to enable ghana to adopt our own legislation on unfair contracts and also to legislate on some of these exemption clauses so assuming wherever obias reset the question this assuming he is a part of the law reform commission or his project going on it can be an interesting invitation for you to try and discuss maybe the states of the law on maybe either terms of contract or country clauses in particular and make a recommendation for the law reform so i'm not saying there's anything not coming but aware of the ongoing project of the canal reform commission and we're learning this topic i thought that it is proper that i drew your attention to it so that you can also start thinking along those lines yeah so coming back where the exemption clause has required a writing let's say that you're good there's there's a right it doesn't require significance in writing or right but you don't have to sign it then the position of the law is that you must be giving adequate notice regarding existence of that exemption clause so once giving adequate notice regarding existence of that exemption clause it could be bound by it but the notice should be given before or at the time of making the contract and not after so that is another thing that we should keep in mind so remember the famous case of the olay and the marble just like maybe you are sitting in a hotel and i'm sorry well i'm in the hotel i'm talking like that you go to like a hotel for example where is the contract made is the perception point so if you you come and they have some writings trying to say that they have excluded liability for certain things and all that now that per se that persay is not going to be that person is not going to bind you because that is i'm teaching online okay i'm teaching online all right bye yeah so that person is not going to uh bind you because that is uh you you became aware of it after the contract has made at the reception and so that is what we should remember now finally let's come to interpretation of consumption let's assume that the code is satisfied that either by signature or by adequate notice you have you'll notice you will be made aware of the exemplary clause or you have accepted the ban by the exemption clause a breach of contract okay now let's suppose that the exemption clause is wedded in such a way that its meaning is quite ambiguous it meaning is big so where there are more than one mean there's something close then the position of the law is that the call for that particular meaning which is more disadvantageous to the person at whose instance exemption clause was included in the contract that is what is famously known as the contra preference rule a contra preferential rule so contract preference simply means that the contract or the clause is interpreted against so contra means against and preference that's the person who propose or do a person who prophet and so if the clause has more than one particular meaning or interpretation the court will pick the one which is not to the advantage of the one uh at whose instance it was included for the how to hit his interest and that is consistent with the courts if you like displeasure with exemption or limitation clause as it were so these are some of the things that we have to remember and having said this we'll be looking at questions pretty soon maybe let me take some few questions well if you want to ask a question you can put up your hand otherwise we discuss the questions that i have here okay so we would like to start let's say uh one uh essay type question the one essay type we are looking at is just representative right it's just a it's just representative representative in the sense that you want to just get like the sense of uh know how questions are approached so we have a two let's look at the first one before you look at the second one uh maybe we can call this a question one and then all this okay so let's take question one discuss the importance of reality sorry describe the means of determining the relative importance of contractual attempts the effects that tattoos are so remedies available and whether it is appropriate to determine those effects after breach has occurred so if you take question one yes i've seen somebody sign this up and nearby john yes yes sir my question is on the exclusion courses um i don't know if from what we read um we realized that um the exclusion clauses um from its incorporation into its interpretation and everything to them the doctrine of fundamental breach and now there's um now from alice from what i'm from harmon now the rule um used by judges is the reasonableness and that one they would um consider a host of other one depending on the bargaining powers whether the insured whether it's in the commercial settings who are among the hosts so my question is winning an exam when you get a question on exclusion process do you necessarily have to go through um the incorporation interpretation the things to look out for like as we you just went through do i have to state that okay before um the the case of um i think photo versus secure something that is when the first case of um reasonableness was used and has been used since so the quest so yeah the question is when you get a question on explosion crosses do you just go straight away and state that this is um the law as it is now based on the photo um i think um yeah photo production yes you just go or you would have to talk about um as we talked about you look at the incorporation the interpretation when it was made in order to even talk about the doctrine of fundamental bridge all right john thank you very much for uh your question yeah thank you very much uh that's the kind of thing i want to be you know hearing so here you are giving me evidence that you've done but you need assistance regarding how to apply the knowledge that you have acquired really to answer the question good and that is why we are doing this now first of all john it will depend on whether that you have is an essay question or other it is a problem-based question so that is my first comment and secondly if it is an essay question it will also depend upon the nature of the person if for example the question is saying that yes the ghana law reform commission is or has embarked on a project to legislate on uh terms of contract or unfair contractual practices or whatever so as a student of law of contracts submit a memorandum uh sitting uh those areas of the law which you think are in need of reform so let's assume you have like a question like that okay let's assume you have a question like that what that is asking you to do is first and foremost demonstrate that you know and understand the current state of the law and you are aware of the problem areas so in a question like that it is a sense uh you are required to make suggestion on those area with news reform you also need to do a bit of like if you like the historical review just like uh what you have suggested so yes let's say that when it comes to area of interpretation of less exemption clauses no doubt there has been significant confusion as far as the law is concerned maybe the only rule which is not problematic is the contrary the rule that where you have more than one meaning or interpretation of the other partners you go for the clause which is most disadvantageous to the interest of the one at whose instant that was included in the contract that one for example is uh you know it's really beyond this food but when it comes to the so-called fundamental uh you know fundamental uh if you look at the literature you know it's generated a lot of confusion until recently the household laws would say that there's nothing like that has been a fundamental breach of the contract and for that matter everything in the contract does know how to be followed does not have to be upheld and it affects everything no that you should rather adore the code the constructionist approach a question of just interpreting uh you know the particular term rather than having any predetermined conclusion as used to be the case with the so-called electron fundamental bridge and so on so therefore this is an area where there's a need for let's say a clarity so you are going to have to not be out of place for example uh uh have a specific provision clarifying how let's say exemption clauses should be construed or should be interpreted like that so john so if it is an essay that is how you have on the other hand if it is a problem based you don't need to tell us and i i've said it before and i'll say it again that where excuse me now where you are dealing with a problem-based question you are supposed to behave like uh you know a hypothetical lawyer like a lawyer and when a lawyer is given a problem by the client the lawyer is supposed to apply the law as a test now to try and advise the client you are not supposed to tell the clients what the law used to be and how it has come to be this and how it is likely to move in this particular direction in the future no that is not what to do when you are solving problem-based questions problem-based question you are supposed to apply the law as a test to the problem just ask somebody will say that no if you go to the one of the three programs on the tv on radio that the vapor lawyer abnormalities is saying emanus is saying for that person what he's interested in is that as far as this problem is concerned what does the law say he's so interested in what the law used to be or what the problem or what the law would be like so what miranda is saying what is the position of the law as far as my problem is concerned so that is we use when it comes to problem-based questions so we have to appreciate that unless in the problem-based question the terminal is trying to introduce another layer of complexity and say that maybe i'm saying i'll advise the parties it has maybe like a target or a follow-up question saying that assuming uh the law assuming this problem has happened in this particular year or this has done this then you'll notice that examiner is trying to ask you to do some other uh particular you know exercise otherwise in the general scheme of things when you have a problem-based question you must apply only the current state of the law and not the historical aspect or not the predicted development of the law yeah so john i don't know if that assistant okay hello reform okay there's a document which i will make available to you a lot of fun okay so uh coming back to our question discuss the means of determining relative importance of contractual terms the effects that satoshi has remedies available it is appropriate to determine those effects after breach has okay now if you ask a question like this uh it's pretty straightforward in terms of what we have to do i don't think any of us find any ambiguity or regarding the import of the question in terms of what we are invited to do is there anybody here who is not clear regarding what the person is inviting us to do is anybody who is not clear in terms of the import of the question [Music] it's quite clear what am i to do and if we look at it we are required to do about threatens isn't it one question but you notice that are embedded so first we are asked to discuss the means of determining relatively important contradictions and then [Music] we are asked to discuss the effects that status has on remedies available what is the effect of the [Music] what is the effect of that on remedies which are available for such theme and thirdly whether it is appropriate to determine those effects after breach us okay so so this is what is required of us and i don't know if i do volunteer to lead us to ask question one i want the one person to attempt and then we comment on the person's response yeah who would like to attempt leading in responding to question one yes anybody oh why you want to tell me you you know me following oh volunteer okay right good right button please go ahead about volunteering to answer the question i don't really understand um the demand for the question especially the second part of it they said that this statute or status house or remedies that's start to start youtube no no statues okay yes okay okay so i was i was my hand thank confident very much so any volunteer you want one person to lead us to discuss question one a volunteer lastly i was getting a lot of people who were very eager to be speaking this year people you don't like talking why it's not getting anybody okay francis on this day thank you very much for the explanations but honestly um christine is not very clear to me um if he is to her to be an exam situation i find it a bit difficult how to approach it so here's the phone size so i'm not talking about its eligibility as in uh reading it that the comprehension of the demand of the question and the approach of it right i'll be grateful if you could uh give us a little bit of illumination to it and then i'll comment on the other thank you francis i saw one lady as susan and then just it was a chance johnson just you have the flow go ahead okay okay so sir sir good evening um i was trying just trying to understand first of all the contractual terms um we need to come to clear understanding as to what goes into contractual terms so i was just thinking um is that probably that the duration of the contract are you looking at probably uh the payment terms um if there are waivers is it what goes into this the the the the real contract conversation so before we can attempt to even give a format as to how the question should be answered i am thinking we need to come to clear understanding as to what goes into contractual things so before we can make that attempt i want to ask that what really goes into the contractual terms before probably we can we can attempt to answer the question that's my submission just thank you uh yes after we come to augustine okay so um i would approach this question by first defining what a theme of the contract is and by by um a term of a contract i would say is the promises statements or propositions that details their rights and obligations arising from a particular contract so finding what a term of a contract is i would now come and look at the types of terms which we just cook about the conditions the warranty then they nominate and then with the conditions we all know that they are mental um terms of the contract that goes into the root of the contract and a breach of eight would would afford the innocence party to consider their contract has been needed and also sued for damages and varieties they are just considered as their subsidiary terms they don't really go into the root of the contract in a bridge of it will only have for the innocent party damages and not rescind so i'll look at the the cases with regards to conditions cases with regards to warranties then i come and look at the you nominate terms um you just you just explained a while ago that for them you wait for a breached location before they're caught considering the surrounding circumstances would decide if it is a warranty it's a condition and then um what else do i even look at i think basically that's how i'm going to appreciate it yes all right so now you've done something very good but you know you've not finished you agree you haven't finished are you there oh she's gone okay i think there's a let's let's take a question for guesting we take backs and then a chance again i think i'll follow after sending him where we talk about the themes of a contract whereby on structural terms allows us to know the role and duties parties plea in a contract we get to see the responsibilities of a party within the things available within the contract so in a contract it might be clearly stated out within a contract or might be implied either by start so within the contractual things there are three things we tend to look for we can look for the warranties we tend to look for the conditions and intent we can have the innominate thing now the effect that status has on the remedy available is that when the condition is broken whenever whenever when a condition of a time is broken that the contract tends to tend to be rescinded so where joe goes to contract has a contract with greece telling grace that she he needs to buy a suitcase which is wrapped red so that he can give it as a gift to his friend on his wedding day which is on 8th december 2022 2021 and grace fails to give joe the uh suitcase before the state date but gives it after just for the fact that she has given it before after they said it she failed to give it the suitcase before they said kit the contract has been terminated she has failed to fulfill a specific condition within the contract so when our contractors rescinded when a contract when a condition when a conditional team within a contract is not followed by either of the parties the contract gets rescinded in the affected party or the grief party gets to end be entitled to damages that should be entitled to damages and unlike conditions when it comes to warranties when a team which is regarded as a warranty within a contract is breached it doesn't actually get rescinded though because it is it does not play a huge factor between the contract making it yeah that when it's breached it the contract cannot go on so depending on the tenants within a contract we get to know the remedies available when either of the times are broken then for the third one i do not know i don't know i don't know what to say next after the third one augustine i do uh let me take a few more people then i'll come and ah i think some people hands were up but they've removed their hand okay so that gamble will save once someone says someone discuss the mission telling related importance and i don't know whether the question is trying to demand from us but the court will look before they will say something has happened and so if i understand very well which means that the court will say that it is a terrible representation and you get that to look at whether the contact is written or the relative importance and whether um the uh [Music] your network is not good so you can use the chat to write uh what you wanted to say then i will look at it and comment on it okay so let me take david david okay so i think my colleagues have spoken at length uh my my net is not okay let me just go ahead so my colleagues have i agree with my colleagues on the issue of um um determining relative um i think they're spoken about the terms they've also spoken about the the effects the state the effects that status has on remedies that is either there's going to be a repudiation or only damages because if there's a breach of uh if there's a breach of a condition a little warrant that there will be a repudiation and also damages but if it's only warranted there to be only their damages you are not allowed to what do you call it to to appreciate the entire contract but then i'm looking at the red one because um it it seems to be very loaded and complicated but this is how i understand it that the question is asking that should we even determine whether there should be a reputation or or damages should we the effect that will come from someone not interpreting the terms well and there it has the matter has come to cut so the last question is more or less on the court how they would whether it's appropriate that they should read meanings into the term and then i'm saying that what they call i'll answer that by looking at what you call it the ways the court determines the appropriate means the court used to determine the appropriate effect that they should be given to a contract and then the court will look at is there an issue of non-effective where let's say you are illiterate and you have mis for example you are illiterate and you have been misled into signing a contract you didn't um really even understand so non-effectum will come in the court to consider it the courts will look at contract preferential rule that if um that those the one bringing the mata to the court okay he would look at the terms that that that that are available and whether a term there can even be used let's say an exemption clause that can be used against that person because um and then the court will look at it was there even adequate notice so if there is not enough adequate adequate notice why are you now using an inadequate notice against the person to say that there is no contract so and i will look at this three just that's what got to look at that's how i understand the last question thank you okay thank you very much it seems you are trying to answer the question or giving us points to consider in the answer of the question um basically what i see this question to be about um especially with the first point that is a means of determining the relative importance of contractual terms it's basically about the express terms of the contract if the question is um if i understand the question well that is um it has got to do with the condition warranty and in nominee terms and i think my lady who spoke before spoke about condition this one was important name of the contract sat in spears as a the case in there and look at warranty which is the tiny versus guy to explain that term and then you go to innominate which will be um to to explain the first point now the second point like that status has on remedies available and i think looking at that question um in the situation where there is a breach of the contract what remedies are available for the person and my brother who spoke um who just post book lengthy on that when are you um the remedy is available to a person who has had a contract breached whether you consider the contract or whether you receive a contract that would determine um that will be determined upon the person's decision but whether it is appropriate to determine those effects after the breach has occurred i think that's what level is is an implied term in the contract where the court will have to take into consideration the courts take by custom and constitute i think putting all these three together probably will be able to look at the question very well and then answer it probably um that's what i i think said this uh um you can speak now sorry i admitted myself so um i think uh a lot of this said about the effect of the question and so i will just look at the the first the effect that has remedies available now if uh that would come out turn on the commercial again [Music] a condition and then the warranty should be used and then the customers will look at the cost of dealing between the parties so all of these comes back to the status aspect of the question so i think that's what i have to say about you all right uh thank you very much uh and i jump i think before my line went because i wanted uh i think the first part my colleagues have spoken extensively on it so the second part of the question is that determine the effects of the things and when they talk about and the second part gives us a trust light on with particular term it wants us to talk about because it says that after the breach has occurred any explanation you said that he nominates terms uh what is looked after the breach has occurred so in my understanding i think after talking about the various conditions warranties and innominate terms you now come and look at innominate terms in particular and see is right that their culture their breach has occurred before they now intervene to determine whether it is a condition or warranty and i would then go on to say that no i don't support in nominees approach because the breach may have been occurred already steps that could have been taken to prevent it from getting to that point then it should have been taken before waiting for the contract to for the breach to occur before the court looks at i consider the last part they're asking us to look at the effects of innominates and whether uh innominate terms whether right or wrong thank you all right thank you very much i think a good number of you have made some useful points yeah so but i think there were one or two uh contributions to if your examiners were marking this type of exams i'm sure at the or uh about two contributors you introduce a lot of uh strenuous like not really necessary material and some of you also uh reinterpreted the question to learn to deviate because some of you are talking about excruciating colossus and exemption clauses clearly this question has got nothing to do with exclusion clauses for exemption clauses uh so that is what uh we should uh keep in mind it's a very straightforward question and that is why i've said that a good answer will attempt to converse these points in using a proper structure of coherence and effective communication so you let us understand as some of you say contractual attention you say what what is it we've explained that already and some of you have also defined it neatly which is good then you it's talking about the yes the scars are means of determining relative impulsive contractual time so before you talk about the means of making the determination to not be out of place for you to tell us briefly about relative importance of terms what is the relative importance of this what are they so by relative importance of terms we are talking about the fact that terms in a contract are not of the same value some are more important than others so how do you know that because when they are breached they result in different degree of consequences and that is more important than others so some as you have rightly stated by some of the contributors some of the terms are really go to the very uh root of foundation and we say that is a condition and when it is a bridge we know the consequences the ones which do not go to very roots of little example jose the warranty and then uh recently uh 1962 in the hong kong fair case we get what you call the it nominates uh you gotta call like the nominate them or what you call the intermediate term as it were so after that you have to move to tell us about the means because the question said the means of determining the relative importance so in other words how do you go about determining the relative importance from their contributors so far i did not get any very useful contribution with respect to the third aspect so and so for me the means of determining the relative importance of discard the means but what that is what way what strategy what technique how do we [Music] determine the relative importance of contractual terms mainly intention of the parties things from the parties and that is why i said that there are cases like uh wake man and then no machine and all that that is is important you need to talk about that so if you don't talk about the intention of the parties i don't think you've done that seems to the question and by the intention of the party's especially no if you remember talking about the uh the traditional categorization of conditioning versus obvious warranty and we made the point that where the parties have used the wrong description as we saw in the case of a schooler uh i ate again the whitman machine uh two sales as well as the degrading case which i cited for you in this will be a case you will notice uh that ultimately it is what the true intention of the parties are which the court would actually [Music] give effect to and not what the labels or that they have used so the intention is important then apart from the traditional categorization as whether convinced as a conditional warranty another means of determining the relatively important what we call like the the impacts of bridge so impact of breach and that is or what we call the wait and see yeah that's why i said that for some times their relative importance cannot be determined [Music] before a breach has occurred and you will need to actually wait for there to be a natural bridge when there's an actual bridge then you would be able to determine severe was the bridge if the bridge was so severe that it virtually uh empties or undermine the rights of the innocent party under the contract has happened or us was contended of course unsuccessfully in the hong kong fair case then you will see that the innocent party should be giving remedy which i really give you for breach of the condition on the other hand if the bridge is not that severe [Music] there's a bridge all right but it's not uh severe it's inconsequential then you say that the innocent parties should be giving remedies which are usually given for a breach of a warranty yeah so then the other aspect of the question is that the effect that status has on remedy is available so effect of status of terms of of the of terms and remedies so if you classify as a condition that status has it got any effect on the remedies that may be available yes it is a condition and there's a bridge the remedy available is that yes you right over affiliation and then you also have the right to receive for damages for breach of contract and of course with respect to warranty too we know that uh the remedy will be only damages we cannot see for reproduction and then if it's a nominee then the remedy is depending upon the severity of the breach you may get remediation and regulation and damages or you may get only this and finally the the last aspect of the question and that aspect was not also addressed by most of the only one person attempted to speak to that whether it is appropriate to determine those effects after breach has occurred now that's aspect of the question is a very noble invitation to us to explore the merits and the merits of innominating or intermediating because that is what that's what the last the last bit of the question that's what it implies whether it is appropriate to determine those effects after breach has occurred now if it's only in nominated where we talk about determine the effects when the breach has occurred for condition and warranty we don't we can tell the effect before actual breach assault has occurred so that is why i'm saying that it will be useful to explore or discuss the merits and the memories of impact or breach or wait and see approach is used in the case of innominate or intermediate time so in a nutshell these are the points we are supposed to have canvas in order to do proper justice to the question uh i think somebody has a question what is it okay yeah so sorry yeah sorry that is right so that that absolutely right okay yeah i think that is already right uh what you put in the chat yeah that's absolutely right yes uh any questions or comments before we move on we're not coming back to terms again so after tonight as far as my clients are concerned with you anything comes out will have nothing to do with terms so we go to question four and then we go to the program yes let's do alex alesso yeah let's have you let's have you yes go ahead oh uh we lost a ls okay that's fine um okay so let's take question four i don't know what i call the four questions over there implied terms give effect to the reasonable expectation of the parties discuss discuss the veracity of this statement serbia referred to the reasonable exploitation of the parties discuss the veracity of this statement yeah so that's another uh question for us and i would like you to try your hands on who like to lead us in discussion of the of the question yes any volunteer i'm talking about the question before let me increase the question yes any volunteer i would like to try uh okay so [Music] prince enketia first followed by francis so prince okay sir so um in attempting question 4 under implied terms i will first define terms generally and also define implied terms and also define [Music] and i invite him there are three concepts which um will lead to the conclusiveness of the fact that is being presented said that the parties at the end of the day would [Music] justice will be said so under imply them they are customs and also the port there is one that is being implied by the court and also by exactly so generally under implied times these are the three concepts and directs and under the customs produced with uh general practices and that involves trade in which the parties uh in which it is common among trade and also um the court is one which the court will presume and also it must be obvious to the parties in their dealings um and and also by starting the one that have implied and the one that is implied by a statute in force so um and the question is that um implied them gives invest to reasonable expectations of the party my answer is straight um no because um is something that and when unless a particular fact is bring and is brought before a court there are some the courts will also exercise its description in description so implied terms will not necessarily give back uh effect uh implanting does not give effect there is no expectation of the path because it is not an expressed term stated in the contract or the agreement but it is something that the conduct of the party we presume we conclude that informed parts of the contract so [Music] my position would be that uh it does not give effect to the reasonable expectation of the party in that pair what the parties are are concluding or a certain part of the contract there must be an express clause there must be an demand that the point of the contract must be expressly sticky and if it is explicitly taken then we can see that uh it gives effect to the reasonable expectations of the party based on what the input of the contract so since reasonable and implied terms the code will also excise its description and parties cannot rely on the on on the fact that it is by customs that that when it comes to um the one enforced by the court the court will rule in your favor because you exercise discretion so that that's my take on that uh all right praise uh i've noted i will give comments on you on on i have taken more so abhinav yes okay thank you so firstly um my answer plan will basically be that i will define what terms are and how they can be gleaned from the express and brightons of the parties um and also how they can also be through oral contracts but however it there may be instances where the courts will imply certain terms um mainly to give and business efficacy so there are three instances the courts like the court will do so firstly times implied by the court's terms implied by custom and terms implied by statute so in respect of terms implied by the court these will be terms that the courts deem necessary for business efficacy that is so that the contract can work that means that the court does not out of its own discretion imputed terms that it thinks are rights for the parties but terms that are indispensable to the contract and that's what happened in the leading case of mock where it had to do with offloading vessels the the parties did not include attempt that the ground for of loading the vessel would be in good shape or good condition however that's what happened and it ended up destroying some of the vessels in that instance the court had to decide whether it was important to impute the term that the ground for offloading the shipment would be of good shape and then the court held that it's important to hold and that such an agree such an expression is a term because for the business transaction to be effective there has to be the safe loading of those goals so where the parties probably forget to include such a term and it's important to sustain the mutual agreement between the parties then the court will hold that team is the team secondly it may be implied by custom so this is instances where there are similar practices that um that similar contracts to the contract in question or in contention in the circular instance let's say it has to do with um how parties in an area or parties to undertake wholesale agreement typically contract so they might do so in half certain negotiations in respect of price installments payments and delivery of goods etc so when it's a course of dealings and the parties do not necessarily include it within the contract however there is a general practice that is well known by most people who engage in such similar transactions then the court will imply that such an expression is a team the last one i'd mention is the one implied by statute so um the the specific statues that determine how specific contracts must be um carried out so for example the sale of goods act and then the higher purchase act that governs specific type of contracts so in this instance even if the statues into their agreement the court will still impute such terms thereby operation of law so it's generally true that um the party like the courts may impute certain terms under these three conditions okay thank you very much abina thank you very much yeah let me take uh olivia and then i will comment on it and then they will move on olivia do all right thank you so much doc i think abhinav has done justice to the question the only thing i would ask what abner said was that under the terms implied by the court normally the court looks at the intentions of the parties at a time of contracting so they would look at the intentions of the parties at the time they were contracting to make you know a decision on whatever um issue they have brought before the court so that is what i want to add to what abhinav said thank you okay thank you very much i think that a good number of you including the last two speakers actually uh responded to the question uh very well and the examiners you know they talk about like that a strong response and a weak response so some of the contributions that would definitely be classified as a strong response to the question i think uh the question we have here is a pretty straightforward it's pretty straightforward and i think it's even more straightforward than the one that we discussed earlier yes the question is in two parts as it were the there's no doubt about implied terms and us and other contributors indicated you need to explain or you need to clarify explicate what i mean by employee terms and having done that you need to let us know classification for implying terms what is the justification for implying terms now the question has suggested a justification for implying terms and it's an invitation for us to actually uh olivia do still have your hand up or just by believing i just have your hand up olivia i do still have your hands up or is by be i think by sick okay so the question has told us or has suggested a justification for implying them and that justification from the question is reasonable especially in effect to reasonable expectations of the party so first and foremost do we agree that that is the justification for implying terms and i think that aspect needs to be discussed and i think some of the contributors may attempt to discuss of course if with respect to terms implied by statute that is what one can argue may not necessarily be an attempt to give effect to reasonable expectation of the parties but sometimes to also to protect maybe some weaker parties in certain type of transaction but when it comes to the terms implied by court right terms implied by court or terms implied by custom for those ones you can easily argue that yes they are done with the aim of giving effect to a reasonable expectation of the parties the honest in danger of the past have been fair from their express intention and all that so that one is fine and then the third aspect the instantiation of items which was done beautifully by some of the contributors yeah so once you are able to do that you think that you need to be able to arrive at a conclusion whether or not you uh subscribe to the view that terms are implied in order to give reasonable expectation in order to if a tweet or realize the reasonable expectation of the path and once you do that you have done justice to the question now because time is going let's move on quickly to the problem-based question that [Music] okay so let's look at the problem-based question uh sorry you cannot see me for some good reasons but i'm here so don't just be looking for my video to know whether i'm around yeah so let's see the problem-based question the problem-based question i have martin a lecturer at the business school regularly use a toilet limited for his drying planning on one occasion he took a suit wet 850 pounds in for cleaning he was giving a ticket in exchange of the silk shells a small faded notice on the wall of the shop stated quote we can only return customers garments upon presentation of the appropriate tickets please see reverse of taking for completions on the back of the ticket which martin did not read was printed attention is drawn to the following condition in the event of any damage assure ever calls to customers garments any liability is restricted to the replacement cost of the garments when martin went back to collect the suit it was handed to him but he did not bother to examine it that even he discovered that suit was badly damaged he immediately telephoned the shop to complain the manager was not there but the assistant told him of the conditions printed on the ticket he has since ordered another suit from his tailor for 850 ghana cities however while the suit is being made about 6 months martin has a number of engagements to provide management training sessions to corporate clients for which you will receive thousand gunners perhaps this session it is absolutely necessary for him to wear a smart business suit for this otherwise corporate clients will not take him seriously and will certainly lose whichever level of work their roon sport is martin's only appropriate outfit the rest of its own group consists of trendy casual designer clubs one very battered quadrotors in order to dress appropriately for the rainy season he buys a ready-made suit for 400 ghana cities advice martin yeah this is a very interesting scenario and we are supposed to advise martin so uh as i or somebody said that you type out the points i did for the first question oh i thought this was a pretty straightforward one does he want me to do it okay let me do it yeah so uh i think that why let me see if you can get the question yes can you read the question i just want me to type out the points if i'm to do it now the screen will move and they cannot read the problem so maybe let me see another one that i said for was that one [Music] uh yeah so oh i wish there's a way that okay let me copy it and then probably push it somewhere so that's why you are reading this i could yeah so let's see maybe you can be reading the problem why i put that there for this have requested okay so still if i'm typing into google so this the font size the one that you can read when i finish so be thinking about the martin story why i captured this for zero requested for the points for the second question we discussed so um so so you you okay so uh in response to those who requested i will put down their points in a sense these were the points that we discussed with respect to the question on the essay question that we look at the implied implied terms so we said explain or define employee terms as opposed to express terms and then the second one is the identification or rationale for implied intents and questions we need to be discussing is it only to give effect resembles the general practice i said that in the case of implant of terms implied by course in custom that is largely true but in the case of terms implied by start would not always sometimes object is to protect a weaker artist and then i said that the last question is the instances of the implied terms so by custom these cases will be seeing it by certaintending by cuts so that is that now let's come back to the we have now the problem-based question i'm sure now you have uh you've done some thinking around this question so we can't discuss it okay so for the problem-based question as i always keep telling you that you need to follow the iraq identify the area of law raise issues you take the issues one after the other you state the principles you do so let me look at what you'll be able to do so we are going to start so we are starting area of love anybody who will tell us the era of law whatever of love anybody oh god you have a number in another i'm not doing my face yes now the mouth is here of law another monster's area of law okay ah yeah now the amount is there you can omit yourself yes yes hello yes please go ahead hello prof yes the area of law uh is law of contract it's contract then i may proceed to put in bracket times of contract okay okay all right it's uh good yeah okay so that is uh consistent with what other people have put today yeah so i like the idea of you adding in a previous session that uh because of the nature of exams that you are doing you're doing about five or six subject areas and when they give you a problem-based question they may not for example say that what arise from law of contract or whatever do we just say advise the party so it will be useful if you could also zero in the particular subject area before you come to the the broad topic under which uh the problem falls so that is good yeah so law of contracts uh terms of contract especially the terms of contract what else the only terms of contract don't you see other [Music] areas of contracts okay specific reference to exclusion or something what what else yes remember this for a bridge of contract yeah that is true good okay so now we have the areas now can we get the issues raised what issues after do that issues it's better to always start from one sentence after the other so martin electra news business yes you can you can try your hands at the issues we'll try to answer the issues in the chat and let me see try your hands on the issues i'm giving you one minute do that and then we will come back together okay you are not writing your issues i said if you drive your hands in the chat hey what is yours arise okay you want to try okay so we want to speak okay dinah dine after dinner gabriel the grafts yeah why these rules arise from the problem uh we have the area we are running behind time okay so so um my issue would be related to whether or not they're noticed and whether or not we can only return customer's guidance government upon presentation of the appropriate tickets please see reverse of ticket for condition is an appropriate notice given to martin okay all right so let me say what you said okay [Music] so whether or not whether or not the notes is given whether or not we can only written customers garments i think the screen is something okay you need to see the screen okay [Music] yeah okay it's back let me redo the site so that we can see uh nice [Music] i can see it now yep dine are you there what's here okay who else gabriel give ready grafts gabriel you have the flow yes [Music] [Music] yeah my it's my is whether or not the notice given by uh that your bet limited put them away from liability but doesn't make them liable for the defect [Music] understood okay that is uh that is fine all right let's take an another formulation um yes uh ibrahimovic yes sir can you hear me yes yes so um let me try whether or not martin will be bound by the ticket he received from ballet limited without reading its content and all the things you have said are you interesting but you know you need to [Music] formulate the issue in such a way that it directs your mind on even the the principles which need to be seated and applied and all that that is one thing that we need to pay attention to [Music] let's take a one more okay we have some few more people here okay olivia okay [Music] [Music] kitty [Music] uh city okay let me bring some other people let's look at the chats i don't know the close situation okay uh yeah okay let me comment on some of them since people are not talking so those who have the chat when i'm commenting on losing the chat oh is that muted yourself [Music] just click your mic and then you're muted okay okay so then time is being uh so yeah so let's go to use the chats and use the chat yeah so uh someone has said [Music] main issues specified whether or not velvet limited can rely on their switching clause to observe itself from hybrid regards to the 400 okay i mean i like that i like i like that i mean that is a good way a formulating issue one thing i like about you what we have done is that you have weaved the facts and the key principle area together there's no doubt uh we are talking about [Music] exclusion is a little bit uh [Music] um if we for example because let's say we see two things right we we see a small faded notice on the wall the shop and then you also see on the back of the ticket martin did not read or we want us to read [Music] [Music] [Music] only to replacement [Music] uh i mean you have the ideas certainly uh let's see if there are this a recharge we don't know the squishing clusters to absorb the other especially if we see they're squishing colossus what are they [Music] to pick something from the facts right instead of saying the exclusive process whether or not the notice on the wall right i'll prepare order or not the notice on the wall for example would a valid exclusion clause or constitute a valid yeah or whether or not the [Music] right any liability cost of the government this is limitation close this is not a squishing clause exemption clause or squeezing clause is usually is a total exclusion utter avoidance of liability but here it is about the avoidance of activities saying that yes if you are liable at all our liability is up to the replacement cost no more so that is uh so far what we have done i haven't seen that coming out of course i appreciate the fact that oftentimes we use exclusion clause and elected so i would like to presume that maybe when in the principle we need a discussion be mindful of that essentially and that is why probably nobody yeah i think i've seen another person whether or not they're close continuing to take it applied to martin [Music] another description of the ticket as generally for many liabilities okay so let's let's come back together so if you read the scenario you'll notice there's no doubt that the main era of law a law of contract especially uh exclusion and limitation close on attempts [Music] the main issue here you see from reading the story we read the first that when certainly there's nothing on one occasion he he took a suit where to this he was giving a ticket nursing for the church and then there's more video notice on the wall substitute this and then please see reverse of checking for conditions in the back of the ticket which did not rig was printed so these were certainly so there were on the notice on the wall whether the notice on the wall constitutes a and of course the notice on the wall [Music] is more or less it goes together with the they take it as well because that place say reverse the condition or you could break it down whether the [Music] valid mission stroke limitation was [Music] [Music] trying to the recovery of the particular money that martin is thinking of to the risks which the company may want to take advantage of so you have that the most important thing is you getting the substance in terms of the wedding those with over 200 people using different ways to formulate the issues there's no problem about that what is important is the substance that you're able to appreciate that the main issues you know revolve around this uh you know wastes notice the issues revolve around that that is fine then what about the when martin went back to collect his suit it was something that he didn't know whether to examine into that event does that raise any issue not as an issue on its own directly so ignore that that even discovered that the suit was badly damaged as that risk [Music] of course that is uh what brings up the relevance of the notice and tickets so as to whether you know martin can sue for uh damages for breach of contract because he's taken like the i see that the suit is supposed to uh we take him through dry cleaning process for you and not to be damaged so he immediately telephoned a short complaint has he raised any issue not really the manager was not there but assistant told him of the condition printed on the tickets okay that means any issue it will be taken care of when we are discussing the notice and the technique that we have registered already around he has said he has since ordered another for 850 pounds there is any issue does that raise any issue yes because we have a an issue around the because you have an issue around the uh here is pointing us to if uh if there's a a breach of the contract in the sense that the thing that you took the laundry when you needed it it's not ready to be used assessment that is a bridge is he supposed to do any mitigation damages remember when we discuss when you talk about mitigation of damages so can we be thinking along that line that by ordering new another suits martin is trying to mitigate his losses however why this me has a number of engagements to provide management training sessions comprehensive which steve doesn't have a session [Music] does it raise any issue now that is taking us uh probably into the what they call like special damages or uh the second rule is hardly embarrassing the last discuss further in the victorian [Music] the ring suit is martin of course that takes up the information right information sharing if you have to discuss special damages like what information they don't make available to the other contracting party concerning your circumstances the rain the ruined suit it's martin's will appropriate outfit does that raise any issue remember the working staff and then the court of this [Music] as to whether the mail will have a spaceship or not it's all dependent upon [Music] martin told the laundry whether he didn't have any uh apart from one guy he had taken there now if he told them and then he also told him that he had some other agreements and know that he was making thousand ghana cities perhaps would not have made any in terms of how much uh he would have actually recovered so these are the kind of issues which actually in order to address appropriately for the training session guys ready for 400 see this i've seen a number of answers so let me release it before i continue [Music] responding to the question or just by mistake [Music] you want to speak yes doug um i wanted to find out i'm i i am going back to the issues being raised i know that a court will only enforce an exclusion clause where it is in a standard form of contract therefore i want to find out when you look at the factors of course you consider in enforcing an exclusive clause it says that um the clause must be what the clause must be well noticed but then i want to find out so then can we raise an issue whether or not they take it in exchange for the subjects constitutes a valid contractual document okay that that is a another way of putting the other issue with that risk or that is uh it's not bishop because you see if we are told that when exemptions [Music] [Music] yes you can raise a issue around that so long as you are not indulging in a repetition especially if not raised like a general issue as whether the the words on the back of the ticket constitute a solution if you haven't done that then want to say something okay so let's uh assume that you have the issues that we have what we have raised you have to take them one after let me take one of your phone we discuss that i think i'll go back [Music] [Music] [Music] in why do you want to standard terms contracts why okay whether or not martin [Music] [Music] um [Applause] is [Music] so [Music] so i was saying that you have to make them in the topic from and i was just trying to break up what we've discussed all the things that we've discussed regarding exclusion clauses you will remember that the validity of a squishing or limitation clause depends upon whether it forms part of the terms of the contract and how do we do that it depends upon whether it requires the signature of the price or doesn't require solution of the parties so where the requirements of the part is then once you have signed generally you are bound by it except where you know the assumptions apply on the other hand where it doesn't require signature bytes in writing all that is required of you is that reasonable notice should be giving you regarding the existence of the exclusional limitation clause before the time of making the contract you know the cases [Music] thompson and you know mid lane railways and all that so you go through all those cases then when you