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Law of Contract (CT) a)natural love, b)compensate a past voluntary act 报恩,

 Doctrine of freedom of contract: c)written agreement to pay a statue-barred debt(bad


-court will not interfere. debt).
3. Intention to cr8 Legal Relation
 s.2(h) contract D~An agreement enforceable by the law…
s.2 D~
abstain from doing some act…intention being to cr8 legal
relation…gv something of value as consideration… . - Social, domestic or family agreements are no
(but not all agreements r contract-eg.social&domestic intention.
agreements r contract if got intention to cr8 L.relation). - Implicitly(social@business)& explicitly,but business
 Basic Elements of C : T Agreements nid to state if NOT intend (b’coz will be
assume want to cr8).
[if less 1 or more of the below element will void, voidable or
unenforceable] 4. Capacity (s.3 sound mind.)
1. Agreement-hv consensus ad idem(meeting of mind) if not s.10parties competent to contract.
the contract will void. s.11age of majority…sound mind…not disqualified
Offer & Acceptance from..any law.
s.2(a) D~ ..his willingness to abstrain(x do). s.12a person said to be sound mind but usually unsound
can make, usually sound but occasionally of unsound cnt
- either unilateral(to the world) @ bilateral(particular
make CT.
ppl).
[SriKajangRockProductsSdn.Bhd. v Maybank Finance
- Qualified/sufficient=competent 有权能 to contract.
Bhd(1992)] - Minor=void ab initio,butMinor x compell(paksa)to
s.2(c) offer ppl:offeror/promissor. repay,except:
- offer ≠ invitation to treat(Itt) eg.advertisement. (a) age of majority-marriage, divorce, religion… .
so seller not obligated if customer take off from shelf. (b) necessaries s.69.
- Itt D~is expression of willness to negotiate. (c) scholarship.
eg.tender&auction=Itt, but bid=offer(auctioneer can (d) insurance s.153 Insurance Act 1963.
accept @ reject) then seller not obligate. Except
serious intentionto be legally bound [Carlill v Carbolic
5. Certainty 不模糊
Smoke Ball Co (1893)]. - s.30void if vague 模糊
- Offer---Acceptance }in between=negotiation process ≠ 6. Consent 同意
offer, 又是 s.10 . …free consent(x paksaan)…
Need to be communicated. b'coz negotiation process s.13 D~
need complete till promisee know~s.4(1), s.14 free consent:(consent was not freely given
s.4(2) acceptance also nid till offeror know. + postal b’coz:)
rule:s.4(2)(a)letter of acceptance posted bound i) s.15Coercion/Duress-cause threat to property or
offeror(x care arrive or x) s.4(2)(b)until know by the person for other party to enter contract,
offerer=bound offeree. effect=s.19voidable.
- Option≠offer but offeror nid to keep offer within ii) s.16Undue influence-with authority v w/out authority
specific time. ppl. Eg.officer go kmpg say U need sell land to him&sell
not at mkt
- offer will lapse(失效)not valid/terminate:
price(undueInfluence),effects.20voidables.16(1),(2)diff
(a) effective for specific period. position.
(b) once hv acceptance. iii) s.17Fraud(tipuan)-b’niat nak tipu where himself does
(c) revoked by offeror – s.5(knowledge of offeror- not believe to be true too, effect=s.19voidable.
against the acceptor) & s.6.(b4 acceptance)(b),(c),(d)- iv) s.18Misrepresentation-when u make statament, u
death,mental disorder or failure of acceptor to fullfil believe is true but later it become not true&not in the
condition to acceptance. contract,effect=s.19. reveals half truth also amount to
- s.7acceptance x change any of the term. misreprosentation.
- s.7(a)but if new price set=it is a “counter v) s.21,22,23Mistake (as to a matter of fact, not mistake
of law):
offer”,rejection of original offer.
- s.7(b)acceptance in usual@reasonable manner(if
(a) Mutual MS-when make a contract abt shipment,
offeror not prescribe 规 定 other manner),fail to insist 强 parties believe on products hv been shipped(about
调 mean accept. same material/fact), hence no consensus ad idem.
- Offeror cnt say silence=acceptance/agreement, unless (void)
offeree himself got stipulate 规 定 his silence is (b) Common MS-same mistake believe about
acceptance. fact&subject matter must sufficient fundamental to
CT, just can void.
- s.9offer & acceptance can either in words or writing.
(c) Unilateral MS-single party mistake, s.23 not
2. Consideration voidable merely 只 one of the parties to being under
s.2(d) D~…,(or any other person: not must from mistake.
offeree). (d) MS in the identity-at time of agreement, believe
s.8receiving consideration=acceptance. other party’s identity.
s.10consideration must lawful (e) MS as to the doc-Non est Factum, party that sign
s.24unlaw criteria CT escape performance of the agreement. (sign by
s.26 CT void if x hv consideration & but not adequate still mistake-mislead by other) but no read a CT b4
can. sign≠Non est Factum.
- Exception: (CTw/out considerations NOT void) [L’Estrange v F Graucob Ltd].
(f) Ignorantia legis neminem excusat-ignorance of 3) by Impossibility/Frustration-s.57(2) impossible to
law is not excused, s.22not voidable.
perform, effect=void, $paid restored, due money
- Innocent party can terminate(voidable) if no genuine become payable. Frustrate 打破 a CT:
consent. - Subject matter destroyed(essential things in CT
7. Legality-an agreement enforcable by law is a contract. destroyed)
- Illegal contract&void contract unenforceable by law - Substantial 重 要 event(for CT made b’coz an event
s.2(g). held) of CT cancelled.
s.10…for a lawful consideration…lawful object… - Substantial change in circumstance-performance
s.24 unlawful that will made agreements void. change(what promised to do diff.).
 Term of a CT refer to statements made in negotiations stage
incorporated into a CT(become legally binding promise). - Frustation(cnt 实行 CT) through illegality
- Term is stipulation 约定 which gv efficacy to the intention - Personal service unavailable. Eg.employee cnt
of party. perform task when incapable.(self=consideration of
- Express@Implied the CT).
1) Express-embodies 具 体 表 达 all the 4) by Breach- CT failure to completed by the other party.
statements agreed as forming their consent
5) by Enforcement of Law:
(identified from doc./oral statements).
2) Implied-contract read by court&become
- Material alteration 改合同 w/out notice to other party,
bankruptcy, merger, death, lapse 过失 of time.
integral 整体 of that CT(presumed by Court, Statute,
Trade custom, common law-previouse dealings).  Remedies-right of innocent party(when other x do their
- Term can classified as Conditions, Warranty or part in CT)
innominate 无 名 的 terms. (Each types decide breach of 1) Rescission 取消 of contract- CT void. s.64,65.
CT’s 赔 偿 额 )either rescind(terminate)the CT&claim @
affirm(maintain) the CT&claim.
2) Damages-monetary compensation for damages
suffered.s.74.
1) Conditions(terma syarat)-vital to the
3) Specific performance-other option for remedy when
operation of the CT&will cause serious loss for the
no monetory will enuf to compensate injured party.
innocent party.
Eg.injured party ask for an order of specific
2) Warranty-side issues toThe main ofCT&less performance(court will decide grant or x) Specific
serious loss. Relief Act 1950.
3) Innominate terms/intermediate-not easily 4) Injunction-court’s order that direct a party to stop
classified until breached. some action@perform obligation.
- Exemption clause is a term of CT(no M’sia Law-court 5) Quantum Meruit(for as much as he has earned)court
follow EngCommonLaw) either to: will calculate amount due/ rate of pay/ charges to be
• Modify principal 主要 obligations arising under C . T paid.

• Limit/exclude liability of a party(from of breach of  Agency (agent, a & principal, p)


obligation). - D~relationship…been authoriesd to act for him…with
- Court require exemption clauses(to protect recipient others.
contain it): s.135 agent D~a person employed to do act…with 3rd
i) Contemporaneous 同时期的 with the C made. T
person.
[Olley v Marlborough Court Hotel] s.136&s.137 must ≥18yrs old(age of majority) & sound
ii) Reasonably sufficient/fair.(gv sufficiently notice of mind, otherwise x liable(p). (but if p employs a minor, he will
the terms b4/at the time of entering into CT) still liable).
iii)Must be part of contractual doc. Eg.receipt/voucher  2 CT will exist in agency: (s.138no consideration necessary
cnt print it, b’coz not part of the CT&come too late. for a&p).
- Exemption clause(interpret by court)use in i) a&p - act on behalf of the p.
limit/exclude liability by proferens(ppl benefit from the
clause n rely for protection) court interpretation-focus ii) p&3 – from work done by the a.
rd

least advantage to proferens (Contra Proferentum).  Creation of Agency (1 of the four is exist, p is bound by a’s
 Privity of CT- its philosophy is private relationship(3rd party action).
cnt acquire right@incur liabilities. (eg:SOGA CT bind 1) Agreement
seller&buyer, when 3rd party use the goods cnt claim if s.139&s.140 – spoken@writen about express authority
injured.) of an a, ordinary course of dealing(routine) cr8 implied
authority(暗示的权).
 Discharge of a C -no more obligations.
T

[Chan Yin Tee v William Jacks & Co.(Malaya) Ltd(1964)] - by


1) by Performance-do what promised(must exact- his word for another person having authority to act for him.
accordance to terms and precise 精确) s.38(1). [EMS Bowe(M) SdnBhd v KFC Holding(M) Bhd & Anor(1999)
s.47 no fixed time for performance, reasonable time. 6 CLJ 513] – need not be in writing.
s.48,49 time&place as in CT.
2) s.149 Ratification
2) by Agreement between parties-mutually.
- p will bind if he ratify the CT, he can choose to
accept@reject the C . T
- b’coz a person with x authority act as he has authority/ a 3) ONLY clerical act (not 辨别力).
has exceed his authority. 4) Custom of business allowed.
s.150ratification in expressed@implied 认头了. 5) Nature of agency(should do to complete the
[Bolton & Partners Ltd v Lambert(1889)] – bring effect back business).
to the time when original CT was made by the a. 6)
Presume 推 测 from conduct(sikap) that a hv that
• To Ratify valid 有效: power.
s.144sub-agent=person appointed by the agent. (sub-
i) act must unauthorised.
ii) legal. a link with a, sub-a not link&under control of p).
iii)s.149 a is a, (不让人误会 is p). s.145(2) a is liable to p(for sub-a’s actions).
s.143(3) p can sue a or both(if sub-a commit fraud).
iv) a must hv 1 p, real exist p(not company will be formed
soon). - Hence, p bound to 3rd party for
[Kelner v Baxter(1886)] – agent bound self@3rd agreed delegation(authorised), but a personally bound to p
to release them. & 3rd party for delegation (unauthorised). a not bound
but s.35 Companies Act1965 – after incorporation,
it if p ratify it.
company can ratify the CT.
[Cosmic Insurance Corp. Ltd v Khoo Chiang Poh(1981)1 • p to his a:
MLJ 61]
-x prevent a earn c/r(pcnt hire 2nd a to deprive 剥 夺
v) s.136 p must hv contractual capacity to ratified. original a).
vi) s.151 p must hv full knowledge at that time(all facts). s.172 a’s right to receive commission/remuneration
vii) s.152 p must ratify all ONLY(not partly). after complete(Due).
s.173 p x need pay c/r(if a found guilty of
viii) Ratification within reasonable time.
misconduct). & can get the c/r back + secret profit.
[Grover & Mathews(1910)]
s.175 pay c/r agreed + loses&liabilities of a when
ix) s.153 ratification x injured to 3 rd
party. perform job. Eg.liablities-causes injury to others@suffer
3) Necessity injury b’coz pneglect.
i) Commercial necessity(perishable)to prevent p loss.  Authority of a:
ii) Impossible to get p’s instruction s.142. - Within authority’s act will bound p.
[Sachs v Miklos(1948)]
1) Actual authority – given by p by agreement.
iii) a acted in good faith. - Express authority
4) Estoppel 禁止≈apparent authority. s.140 & s.141 oral/writing.
s.190 p’s words@conduct let 3rd party believe a hv the - Implied authority
s.141(1) express authority with extra lawful act necessary
authority(actually x), the p cnt deny a’s authority.
when doing express authority. Eg.A is build house for B, A
[Chan Yin Tee v William Jacks & Co.(Malaya) Ltd (1964)] –
has implied authority to buy materials to build
lagi.
house(express).
 Duties of p & a: Customary Usual Authority:
Authority to do such acts (as usually when conduct the
• a to his p: business). Eg.secretary has authority to do car hired under
s.164 a is liable if x obey (unless unlawful). company’s name(using implied authority)& 3rd party relied on
[Bobstock v Jardine(1865)]- buy more then directed. the implied authority to gv service, company will bound to
[Turpin v Bilton(18843]- fail to do what had instructed. the cost even secretary personally use the car.
[Cohen v Kittel(1889)]- x need to obey if unlawful.
2) Apparent/ostensible authority – 视为 a 有 authority.
s.165 ato exercise care&diligence+ skill he
- s.190 By words or conduct make 3rd party believe.≈Agency
possesses(别人 assume a 是 reasonable care 和专业(如果
by estoppel.
他有 skill).
s.166 a tell p what $$ acc. handled by him when
- P failed to inform 3rd party about authority terminated( 没 有
requested. 了).
s.167 get instruction from p (with 尽 力 ). But s.142-
Necessity(自己做决定 for interest of the principal).
s.171 pay all sums received on his behalf pa
(commission@expenses).
- Not conflict with the duty toward own interest(cnt
become party in a transaction).
- x make secret profit.(s.168 this $ known to p, a can
keep it) if not pcan repudiate CT@dismiss,recover
bribe,Xpay commission.
- Not disclose confidention info.
- Cnt shift authority to another person, except:

1) p approves.
2) In case of necessity@emergency.