BLAW10001 Lecture Notes - Lecture 5: Parol Evidence Rule
10 Jun 2018
School
Department
Course
Professor
BLAW10001 Semester 1 – Contractual Terms
Terms of a Contract
• Provide yardstick by which performance is measured
• 'Term': particular agreed-upon undertaking/promise made where it is inferred
to be intended as legally binding
• 'Terms of a contract': entire contents of a legally enforceable agreement
• Define rights & duties of parties
Freedom of Contract
• Generally, law allows freedom to negotiate
• Some limits e.g. illegal undertakings not enforceable
Agreed Terms & Terms Implied by Law
Terms become part of a contract by:
o Agreement (expressed or implied)
o Put into contract by law (general law, legislation)
Expressly agreed terms
o When declared (through writing/orally)
o Done by:
• Being discussed
• Included in signed document
• Referred to on a ticket/notice
Proving Terms of a Contract
1. Wholly Oral
o Terms established by evidence from parties or witnesses
2. Wholly Written
o Proved by reference to written contract - 'parole evidence rule'
o There are circumstances where parole evidence rule is not strictly
applied:
Document Summary
Terms of a contract: provide yardstick by which performance is measured. "term": particular agreed-upon undertaking/promise made where it is inferred to be intended as legally binding. "terms of a contract": entire contents of a legally enforceable agreement: define rights & duties of parties. Freedom of contract: generally, law allows freedom to negotiate, some limits e. g. illegal undertakings not enforceable. Terms become part of a contract by: agreement (expressed or implied, put into contract by law (general law, legislation) Expressly agreed terms: when declared (through writing/orally, done by, being discussed. Included in signed document: referred to on a ticket/notice. Statements made during negotiations - the promise requirement. Can fall into following categories: of no legal effect (puffery, opinions, may constitute a representation of fact; if untrue, may allow promisee to rescind contract, may constitute contractual promise. Can be deliberate (fraudulent), careless (negligent) or erroneous (innocent). Are not terms of contract, therefore do not give rise to breach of contract.
