Classification of Terms of contract

The terms of a contract can be classified into essentialia, naturalia,

and accidentalia.
The essentialia of a contract, according to Bradfield,1 being “things which are of
the essence of a contract are those without which such contract cannot subsist,
and for want of which there is either no contract, or a contract of a different
kind”. E.g, in a sale contract, there must be a thing to be sold and a price to be
paid. The essential are, therefore, terms of the contract that identify the contract
as one of the specific contract.
If the essentials of a sale are present, then certain results follow- these results are
the naturalia, described as: “Things which are only of the nature of the contract
are those which, without being the essence, form a part of it, though not
expressly mentioned; it being of the nature of the contract that they shall be
included and understood … they differ from those which are of the essence of the
contract, inasmuch as the contract may subsist without them, and they may be
excluded by the express agreement of the parties”.2 E.g; the implied warranty
against latent defects, which may be excluded by a sale voetstoots or ‘as is’ or
‘as it stands’, make it clear that the naturalia are the terms implied by law in
every contract of a particular type unless expressly excluded.3 The naturalia are,
therefore, terms which the law attaches to every contract of a particular class.
The third class, the accidentalia, are ‘such as, not being of the nature of the
contract, are only included in it by express agreement. For instance, the
allowance of a certain time for paying the money due; the liberty of paying it by
instalments, etc” can be taken as accidentalia. The contract can stand
without accidentalia but the terms are included in the contract by the parties’
agreement.
It should be noted that essentialia and accidentalia must be express
whilst naturalia are implied by law.
Warranties and conditions4
Terms that are important are known as ‘material’, ‘essential’ or ‘vital’ terms. They
are terms that of ‘of the essence of the contract’ or that ‘go to the root of the
contract’.
The terms that are not so important are known as ‘non-essential’ terms.
The distinction between the two classes is of the utmost importance in the case of
breach of contract, for the remedies available to the injured party differ. The test
is whether substantial performance of the contract is possible if the term is not
performed. If so, the term is not material.
So, breach of a material term entitles the injured party to cancel the contract. In
case of breach of non-material [collateral] term, he has no right to cancel. He can
only claim for damages [compensation].
In the English law, the former is known as a ‘condition’ and the latter as
‘warranty’. 5