CHAPTER 9

CONTENT
CONSISTS OF
TERMS
INCORPORATED
INTO CONTRACT
BY PARTIES

CLICK-WRAPPED
AGREEMENTS - TERMS
SERVICES OFFERED INCORPORATED
BY WEBSITE - CLICK ORALLY, TACITLY /
CERTAIN ICON - IN WRITING
ACCEPTING T&C'S

CONTENT
OF
CONTRACT CAVEAT SUBSCRIPTOR
TICKET CASES:
RULE: WRITTEN
UNSIGNED WRITTEN
AGREEMENT -
AGREEMENTS -
SIGNOTORY BOUND BY
OTHER EVIDENCE
ORDINARY MEANING &
NECESSARY TO
EFFECT OF WORDS
PROVE THAT DOC =
WHICH APPEAR OVER
TRUE REFLECTION OF
SIGNATURE AS
CONTRACTUAL
SIGNATURE SIGNIFIES
TERMS
ASSENT TO DOC
ONLY DEFENCES:
MISREPERSENTATION,
FRAUD, ILLEGALITY,
DURESS, UNDUE
INFLUENCE, MISTAKE
 VALIDITY OF
CONTRACT NOT
AFFECTEDBY
MANNER OF
CREATION

PRINCIPLES OF
INTERPRETATION

PURPOSE OF
INTERPRETING
CONTRACTS =
DETERMINATION
OF PERTIES
INTENTION
 (1) WORDS
ARE USED IN
ORDINARY
IF INTENTIONS GRAMMATIC
AL MEANING WORDS -
CANNOT BE
TECHNICAL
DETERMINED BY
MEANING -
GUIDELINES,
INTERPRETED
CONTRACT =
- SPECIFIC
VOID FOR
USAGE
VAGUENESS

(2) AFTER
ASCERTAINING
(5) PAROL
LITERAL MEANING
EVIDENCE RULE =
- CONTEXT USED,
BROUGHT INTO
CONTRACT AS
OPERATION
WHOLE &
(CONTRACT
SURROUNDING
REDUCED TO GUIDELINES TO CIRCUMSTANCES -
WRITING) FACILITATE TAKEN INTO
INTERPRETATION ACCOUNT

(3) IF
PRESUMPTION: UNCERTAINTY
PARTIES DO NOT REMAINS -
INTEND TO ALTER COURTS
COMMON LAW, INTERPRET CLAUSE
UNLESS EXPRESSLY AGAINST PARTY
INDICATD RESPONSIBLE FOR
DRAFTING
PRESUMPTION:
PARTIES
(4) LAW USES
INTEND
PRESUMPTION
AGREEMENT TO
S
BE VALID &
ENFORCEABLE
 CUSTOMER READS
& UNDERSTANDS
DOC & BY
CONDUCT
INDICATES T&C'S
ACCEPTED

SUPPLIER
ENTITLED TO
ASSUME
ASSENT IN
TICKET-CASES
WHERE:

IMPOSSIBLE TO PROVE
THAT CUSTOMER READ
DOC, SUPPLIER TOOK
ALL STEPS TO ENSURE
CUSTOMER ALERTED
TO TERMS &
CUSTOMER BY OWN
CONDUCT INDICATED
TERMS ACCEPTED
 PAROL EVIDENCE /
INTEGRATION
RULE

PRINCIPLES OF
INTERPRETATION

RECTIFICATION
 ALSO KNOWN AS
EXTRINSIC
EVIDENCE RULE /
INTEGRATION
RULE

PARTY WILL NOT BE

ABLE TO SUBMIT PAROL
EVIDENCE OF
AGREEMENTS BEFORE EVIDENCE / AGREEMENTS
REDUCED TO
/ SIMULTANEOUSLY
CONCLUDED WHICH INTEGRATION WRITING
CONTRADICT, ALTER /
ADD TERMS RULE

ACCORDING TO
RULE: ONCE
REDUCED TO
WRITING / SINGLE
COMPLETE DOC,
WRITTEN DOC =
ONLY RECORD OF
AGREEMENT
 (A) DOES NOT AFFECT
EVIDENCE OF AGREEMENT
CONCLUDED SUBSEQUENT
TO WRITTEN CONTRACT,
EVEN IF VARIES /
CONTRADICTS WRITTEN
CONTRACT & EVEN IF
MAKES ADDITIONS /
EXCLUSIONS FROM
WRITTEN CONTRACT

(B) DOES NOT

PROHIBIT EVIDENCE
OF, PRIOR INDUCING
(C.2) OBJECTIVELY
AGREEMENTS WHERE
DETERMINAL FACTS
TERMS OF EARLIER DO
RECORDED IN DOC
DO NOT CONTRADICT,
WERE ALSO NOT
SUBJECT TO RULE PAROL ALTER, ADD / VARY
TERMS OF
EVIDENCE RULE INTEGRATED WRITTEN
AGREEMENT
WILL NOT APPLY
IN FOLLOWING
INSTANCES:

(C) ONLY EXTENDS TO

(C.1) NULLITY / EXTRINSIC EVIDENCE
VOIDABILITY OF WHICH TENDS TO
CONTRACT AS CONTRADICT TERMS
WHOLE = NOT OF INTEGRATED
SUBJECT TO RULE WRITTEN CONTRACT,
EVIDENCE TO PROVE:
 WRITTEN
CONTRACT MAY BE
IMPROVED IN
ORDER TO RECORD
PARTIES' TRUE
INTENTION

(2) WRITTEN DOC

RECTIFICATION
DOES NOT
PERMISSILE IF
ACCURATELY
REFLECT TRUE
RECTIFICATION PARTIES WHO
APPLY CAN PROVE
INTENTION

(1) TRUE
INTENTION