Management and Organizational Studies 2275A/B Study Guide - Browse Wrap, Liquidated Damages, Click Wrap
17 Oct 2014
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Document Summary
Terms contractual terms can be expressed or implied. Express term provision of a contract that states a promise explicitly. If contract was drafted by one party, any ambiguity in language will be in favor of the other. If language is so ambiguous that the contract cannot be understood, then unenforceable. Rules of construction guiding principles for interpreting or constructing terms of contract. Courts required to enforce contract as it is written and rely on ordinary meaning of words. Implied term provision that isn"t expressly included in a contract but that is necessary to give effect to the parties" intention. Business efficacy: judge entitled to imply terms necessary to make the contract workable. Customs of the trade: often not successful b/c custom must be very notorious. Previous dealings: if contracted before, can imply current contract contains same terms. Statutory requirements: provincial sale-of-goods legislation uniform across country. Certain terms are a mandatory part of any contract for sale of goods (ex. price)
