Chapter 9 Contractual TermsPre-Contractual Statements-statements that are made before the contract is made (similar to the tort of deceit could have misrepresentation intentional or unintentional)●Statements made during negotiations (pre-contract)1.Puffs:-tort in compensation damage is looked backwards (tries to unwind the contract)-in contracts they look forward. They can look at it as a tort problem or a contract problem. Tort perceptive could be worth less than the promise. YOU MUST PICK ONE REMEDY not both.1.Representations-Statements of fact as of a moment in time (x is true)1.Terms:-Founded on promises- voluntary undertaking/agreement/ commitment to act a certain way (I will do x0●TEST:Parties' objective intentions○What would a reasonable person have considered the statement to be? A puff? Arep? a Promise●Case 1, p236●I will type of statement I will do X (pay u $5000) in exchange of Y (sell your car to me)○Have formed part of agreement at the end of the day■"Floor wax is the best in the entire world" that is a PUFF! Not contractual force■"I personally believe this floor wax is the best in the entire world"- OPINION STATEMENT it is not fact you cant relied on it as a representation■"Studies have shown this is the best floor wax made in the entire world"- representation■"After trying this floor wax you do not like it I will come polish your floor myself" TERM I will do x■"If after trying this floor wax and you do not like it I will eat this hat- reasonable person does not think they would actually do that objective test." PUFFF
Objective test what would reasonable do?-Promise is a term-Representation of fact-Puff reasonable person would have not relied on that- no legal consequencesPuffFact-"this is the most stylish car you will ever drive!"-"this car outranks and outpaces all others in its class!"-"This car has leather interior" -"this car was voted #1 by Car Dealers Association in 2011"Example: what does Guaranteed for Life Mean?●Term you do this we promise to do this in return○You are unhappy with your socks we will send u a new sock○You expect them to be very good quality if it has a lifetime guaranteeReading Contractual Terms●Legal Purpose○Document Title; Document■Long complicated agreements have many pages of the purpose of the agreement can be up to 1000 pages, of how the parties arrived to this. They can make major changes in how they do business.○Purpose; Recitals■Usually recitals that help you understand what the background it. Described how the parties decided to change their agreements. Example:You do x I do Y in the future we change the scope pricing models have evolved over time●Parties
○Very important to state the parties. Non Parties do not have privity in enforcement agreements. Only parties can be sued or sue on the contract.