Contract & agency law essay

Payment, similar to consideration, is one of the four elements of a contract.

Consideration is something of value in a contract or agreement between two parties. Both parties must be providing something of value to the other party. It is an act or promise to do (or not to do) something in return for value and the value given is enforceable. All the law need is ‘ valuable consideration’. For example, if Jack has offered to pay S$10 for a hammer worth S$100, that is considered valuable consideration. There are three types of consideration in law: executory consideration, executed consideration and past consideration.

Performance of a contractual obligation owed to a third party is a good consideration. (b) Proprietary items and confidential information (10 marks) The word “ proprietary” indicates that a party, or proprietor, exercises private ownership, control or use over an item of property, usually to the exclusion of other parties. In this case study proprietary items refer to the Consultant Knowledge Capital. As stated in Clause 4.

1(d) in the Service Terms and Conditions, the term Consultant Knowledge Capital refers to the Materials existing prior to commencement of the Services, or developed outside the scope of the Services, that are together with any enhancements and/or modifications thereto, whether or not such enhancements and/or modifications are developed as part of the Services. In Clause 5, the client shall have or obtain no rights in any Consultant Knowledge Capital other than the four stated exceptions. This may cause the restriction, restraint of trade. It is a common law doctrine relating to the enforceability of contractual restrictions on freedom to conduct business. In a business, the buyer refrains from seeing its assets being diminished by the seller’s post-completion activities. If the seller was able to lure all his previous clients away from the buyer then the buyer is left with a worthless asset. A buyer will hence consider the insertion of restraint clauses which consolidate the business’s commercial assets. Confidential information is information that is not publicly available, that the law protects from misuse or improper disclosure by a person who is under an obligation to keep it confidential (or secret).

2. warranty as a guarantee is when a supplier provides warranty for the products or services it produces or serves. 3. warranty in insurance law explains the law in insurance where a warranty is treated as a condition. Warranties, similar to guarantees, provide a legally-binding, under the Sale and Supply of Goods Act, assurance that any problems caused by manufacturing defects during a set period will be remedied.

In this case study, we will look at a warranty as a guarantee of a manufacturer’s responsibility. Warranties are used to gain the confidence of consumers of their products that their products or services work as designed and corrections will be done should problems arise. It is a contract or agreement to provide some benefit for a set period of time in the event of the goods or services being defective. An example is a computer manufacturer will usually offer guarantee of their products with free repairs within a period of one year. With that, it is the manufacturer’s responsibility to carry out the agreement should consumers come back with defects. In the contract between Food Enterprises Ltd and Nerd Private Ltd, clause 7.

A merger clause is one way to make sure that the contract be fully integrated. It confirms that the contract is an agreement done between the parties An integrated agreement is either a partial or complete integration. If it contains some, but not all, of the terms as to which the parties have agreed then it is a partial integration. This means that the writing was a final agreement between the parties (and not mere preliminary negotiations) as to some terms, but not as to others. On the other hand, if the writing were to contain all of the terms as to which the parties agreed, then it would be a complete integration.

The importance of this distinction is relevant to what evidence is excluded under the parol evidence rule. For both complete and partial integrations, any evidence contradicting the writing is excluded under the parol evidence rule. However, for a partial integration, terms that do not contradict the writing but merely add to it are not excluded. Most contracts contain an “ entire agreement” clause which is also known as an integration or merger clause. An entire agreement clause indicates that the contract represents the final and complete agreement, hence, protecting the contracting parties.

A limitation of liability clause is a contractual provision that restricts the amount of damages a client can recover from its consultant. It can provide protection against breach or negligence of contracts and is a tool for allocating project risk. However, it does not protect the consultant’s against liability for intentional misconduct. Third-parties who have not signed the contract are not bound by the limitation provision. .

In the case study, clause 11. 3 states that any action by either party must be brought within six (6) years after the cause of action arose. This shows that the law gives room for parties to seek remedies in court. Q2. The three legal concepts and its legal impact (15 marks) In law, three parties will be involved in every agency. There are three legal concepts on this contract, mainly distributors (or agents), employees (or servants) and independent contractor.

The choice will be for a jurisdiction where the cost, speed and integrity of the judicial process are acceptable to the parties. It does not guarantee proper law of the contract of jurisdiction. A choice of law clause or proper clause in a contract is one in which the parties specify which law (i. e. the law of which state or nation if it only has a single legal system) will be applied to resolve any disputes arising under the contract. In Singapore, parties are allowed to choose the laws of jurisdiction they wish.

As we follow the English principle, parties can choose the law with which the transaction has connection to. The governing law clause, in fact, makes matters less complicated as a law has been choosen by the parties before bringing the dispute to court. Without a chosen law by the parties, the court will have to consider several factors between the parties such as where was the agreement made, languages of parties and the content of the agreement. In this case study, clause 16.