LAW 122 Lecture Notes - Lecture 8: Contra Proferentem, Statutory Law, Force Majeure
4 Feb 2016
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Contractual terms: document title; document purpose; recitals. Terms and conditions: description of item/ equipment, price, consideration, disclosures, delivery & risk of loss, warranty, effective date; expiration date, remedies, applicable laws, confidentiality, force majeure. Contextual approach: words are given their plain and ordinary meaning, intention and surrounding circumstances considered. Contra proferentem: words given ordinary meaning unless result is absurdity, ambiguities interpreted against person who wrote the clause. A contract may also contain implied terms: express terms may not fully reflect intention of parties. Parties" remaining intentions may be implied by law: common law (implied by court, statutory law (implied by statute) Standard form agreement= mass-produced documents ( take or-leave-it ) Signature is proof of assent to terms: signer bound even if document not read, signer bound even if terms not understood. Possible exception if no reasonable chance to read: e. g. customer rushed. Terms often printed on tickets and receipts: ski tickets.
