Court will not imply terms which contradicts express terms of the contract or

Court will not imply terms which contradicts express

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- Court will not imply terms which contradicts express terms of the contract or is against public policy (not so obvious and necessary). 6
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J. - Courts will not lightly imply terms especially where parties have negotiated at arms’ length, as seen in Wong Lai Keen v Allgreen Properties Ltd (2009) Page 60 Strive for everything expreesly as far as possible. Even if wait, cannot really control the condition and outcome. Effect of breach of express or implied terms (page 61) Where there is a breach in the express or implied terms of the contract, whether the innocent party can terminate the contract depends on four factors as was established in RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd (2007) Requires at least one to be satisfied: 1) If the contracts state that contract can be terminated in the event of a breach as shown by Fu Yuan Foodstuff Manufacturer Pte Ltd v Methodist Welfare Services (2009) 2) The consequence of the breach serious enough to justify termination. 3) Whether the party in breach has breached a condition or a warranty . - A condition is a term that that is viewed as very important or fundamental in the contract. A breach of condition will allow the innocent party to terminate the contract immediately, regardless of the consequences of the breach as was held in Behn v Burness (1863), The Mihalis Angelos (1971) and Lee Seng Cheong v Seah Bak Seng (2008) Page 62 - A warranty is not a vital or important term. The innocent party hence cannot automically terminate the contract - Complex terms or innominate terms can go either way and depends on the seriousness of the consequences. If it is serious, it is treated like a breach of condition, otherwise a warranty. - Whether a term is a condition or a warranty depends on various factors such as the intention of the parties at the time of making the contract and from the facts of the case and precedent cases. (e.g. where cases in the past have held that obligations as to the time of performance in commercial contracts may be conditions.) (1) Contract states if you commit crime, we will terminate you (2) Depends on firm reputation if it lead to financial loss and consequence of crimes if there is jail time. (3) Contract state you cannot commit crime. There can be uncertainties as to what amounts to a “serious” breach or what amounts to a “condition”, thus it is best for the contract to expressly provide for this; go for (1) where the contract state that it can be terminated in the event of breach. if the party in breach renounces the contract by clearly conveying to the innocent party that he will not perform his contractual obligations at all, the innocent party can treat the contract as having ended. APPLY: In this case, the term to _______ should be classified as a condition because XXX accepted the offer and paid his consideration for ________ deeming it a necessary and fundamental term of the contract which was the intention of the parties when the contract was made. Therefore, XXX can terminate the contract regardless of the consequences of the fundamental breach.
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