Exclusion Clause and Company Contracts - Desklib

This presentation covers the topics of Exclusion Clause and Company Contracts. It discusses the rules, cases and legislations related to these topics. The presentation also provides advice on the issues related to these topics. The subject covered in this presentation is Contract Law and Company Law.

Contract Law and
Company Law
• Exclusion Clause
• Company
Contracts

Exclusion Clause
 An express term is a term of the contract which has been contemplated by the
parties and can be added in a contract via a notice or signature.
 An exclusion clause is inserted to limit liability of a person under a contract

Issue
 Whether Jenny would be bound to the exclusion clause which the bus
services have attempted to incorporate into the contract .
 Whether prior notice was provided to her
 Whether she was given sufficient notice
 When was the contract formed between the parties
 Was the exclusion clause clear
 Whether there was any history of similar transactions

Case Law
 L'Estrange V Graucob [1934] 2 KB 394
 Curtis v Chemical Cleaning Co [1951] 1 KB 805
 Oceanic Sun v Fay [1988] HCA 32
 Olley v Marlborough Court Ltd [1949] 1 KB 532
 Thornton v Shoe Lane Parking [1970] EWCA Civ 2

Rules
Any person who has got into a contract through signature would be
bound by all its clauses even if he claims that he has not read the terms
of the document
Exception
Curtis v Chemical Cleaning Co [1951] 1 KB 805 the plaintiff had went to
dry cleaners to get her dress cleaned.

Rules
There is a requirement that any express term would become a
contractual term generally if it has been brought to the
attention of the other party before contract is created via prior
notice.

Advice
 Jenny would not be bound to the exclusion clause which the
bus services have attempted to incorporate into the contract
even if she has signed
 There was no prior notice provided to her and the signature
was obtained by misrepresentation.

Company Contracts
 Contract After formation
 Contract Before Formation
 Way of executing contracts
 Assumptions which can be made under CA and Common Law

Issue
 The initial issue is in relation to whether Cavers Pty Ltd are entitled to
make any assumption under the Corporations Act 2001 (Cth) or
common law with respect to the contract.
 The issues is also to find out who is liable to pay Irish Linen Ltd under
the rules of the CA.

Cases and Legilsations
 Corporations Act 2001 (Cth)
 Knight Frank Australia Pty Ltd v Paley Properties Pty Ltd [2014]
 Royal British Bank v Turquand (1856) 6 E&B 327

Rules
 Section 124
 Section 126
 Section 127
 Section 129
 Section 131
 reliance on assumptions under s 129 is only possible if the execution
of the document is under s 127.
 a third person who is a party to the contract with a company can
assume that the people to whom the company has provided authority
have complied with all its internal rules and regulations.

Advice
 Either Master Plate or Adam may be required to pay Irish
 Cavers can rely on the assumptions provided by the Turquand case.