Condition, Warranty or Innominate Terms and Breach of Contractual Terms
Issue
To determine whether Chee Beng’s statements are condition, warranty or innominate terms. Also, whether Carol would succeed in suing Chee Beng for breach of contractual terms.
Rule
Condition is a significant term which is fundamental to the contract, breach of which will give the innocent party the right to terminate the contract and sue for damages as seen in Poussard v Spiers and Pond (1876) 1 QBD 410.
Warranty is a far less imperative term of a contract, breach of which would enable an innocent party to sue for damages but not discharge it completely.
Innominate terms are a blend of condition and warranty where the parties may have the right to discharge the contract or sue for damages, depending on the terms of the contract (McKendrick, 2014).
Application
Based on Chee Beng’s card and statement to Carol, they were simply warranties that came along with the condition that he would offer unlimited training sessions to Linda, which he does to a certain extent. He did offer 10 sessions a month and 30 sessions till June, starting from March, but had not committed anything about Linda winning every competition that she participated in. He offered training sessions as much as required and feasible for Linda for three months, helping her improve. Carol’s dissatisfaction towards Linda’s progress is nothing to do with Beng’s commitment towards the training.
Conclusion
Chee Beng’s statements were warranty. Carol would not be able to sue him for breach of contractual terms, for Beng offered several training lessons as per the contract.
Issue
To determine whether Carol and Chee Beng’s contract could be discharged by frustration as claimed by Beng.
Rule
Discharge by frustration is applicable when an unforeseeable event occurs which makes it impossible for one or both the parties to perform the contract as seen in Krell v Henry [1903] 2 KB 740. The essential elements for attracting the doctrine of frustration for discharging a contractual obligation is as follows (McKendrick, 2014):
- A supervening unforeseeable event making it impossible for the parties to carry out their contractual obligation;
- The parties are not at fault behind this unforeseeable event;
- Parties did not set a remedy for such supervening event; and
- It would be unfair to compel either of the parties to perform their obligation under adverse situation.
Application
The Singapore government implementing a Phase 2 Heightened Alert which restricted all kinds of physical activity and movement of people is certainly an unforeseeable supervening event, which makes it impossible for Chee Beng to come over to Carol’s house to train Linda. The restriction is not Carol or Beng’s fault and neither do they had pre-decided any probable remedy for handling this kind of supervening event. In this situation, it would not be possible for Chee Beng to offer Linda any further lesson and for that reason he even refunds $2000. Here, it would be unfair to compel Beng to leave his house and come over to carol’s place for the training sessions.
Conclusion
Therefore, the Carol and Beng’s contract could be discharged by frustration.
Issue
To determine the remedies and recommendation for this case.
Rule
The remedy of recission is ordered by the court when declaring that a contract needs to be terminated due to complete or partial non-performance of the contractual obligation. In certain cases, the innocent party who is at loss may seek damages due to complete or partial non-performance of the obligation (Phang & Yihan, 2021).
Discharge by Frustration and Remedies
Application
The main remedy would be to rescind the contract based on the supervening event that made the performance of the obligation impossible. Carol could seek damages from Beng, leaving the months on which he offered the training session.
It is recommended to the parties that they should terminate their contractual obligation to each other, given the fact it is not possible for Beng to perform further. Beng is advised to refund some more amount to carol for not being able to carry put his contractual obligation for the rest six months, which is from July to December.
Conclusion
Therefore, two remedies would be available to Carol and Chee Beng; recission of the contract because of the restriction and refund made to Carol as damages for not being able to offer lessons for the rest of the contractual period.
Issue
To determine a strategy for Winner Snooker Academy to protect their intellectual property, which is “Tech Cue”, in regard to its posture and tagline.
Rule
A patent is like a monopoly right which the government of a country vests upon the inventor of a creation, thereby preventing others from copying or using the same without the inventor’s consent as seen in Windsurfing International Inc. v Tabur Marine (Great Britain) Ltd, [1985] RPC 59. Precisely, one protects his invention from others, misusing it or making profits out of it. A patent is granted for a period of 20 years, in which the inventor could exclusively exploit his work for the prescribed period of time. It could be sold for an amount or could be licensed to third parties for a fee. It is mandatory to register a patent in order to protect it (N.G & O.H., 2018).
A trademark is a distinct indicator or sign used by business organizations, individuals or legal entities in order to make its products or services noticeable or identifiable and unique from other similar goods and services offered by other entities. A trademark could include a name, a tagline, a symbol, a logo, a design or a blend of these elements (N.G & O.H., 2018). There is no limited period for which a trademark is granted. It must be registered to be protected.
Application
Winner Snooker Academy is the inventor of the “tech cue” technique, which enables it to seek a patent on the technique, thereby having an exclusive right to use and commercialize it for profit. In this regard, it is advised to the company to register the patent in order to protect it and restricting other companies or organizations from copying it. Similarly, by registering the tagline “Tech cue winners”, it would be restricting the competitors from using it.
Conclusion
Winner Snooker Academy could get a patent and trademark registered for the unique technique and the tagline of the business.
Issue
To determine whether there was a successful contract between Edwin and Ivan.
Rule
The essential elements to create a valid contract involves the following (Phang & Yihan, 2021):
- A valid exchange of offer and acceptance
- A consideration
- Intention to form a legal relation
- Free consent
- Capacity to contract
There must be an offer made by the offeror to the offeree who either accepts or rejects it. Once the offeree accepts it, he cannot rescind it unless there is a discharge or termination of the same. The agreement must involve a consideration amount, which is a monetary amount, determining the value of the agreement. The consideration amount could be anything, more or less than what is usually expected from similar contracts (Hunter, 2017). The exchange of the offer and acceptance along with the consideration amount portrays that the parties had intended to form a legal relation between them. The parties must have agreed to enter the agreement under free consent, and not under any kind of influence or forceful inducement. Lastly, the parties must have the capacity to enter into a valid contract, which includes the age of maturity or 18 years, sound mind and not a bankrupt (Phang & Yihan, 2021).
Protecting Intellectual Property with Patents and Trademarks
Application
Here, Edwin made the offer to Ivan for receiving volleyball lessons from him, to which Ivan agreed and accepted Edwin’s offer under free consent. An exchange of consideration amount is also seen in this case, where Ivan asked for $30 fer session, which was later negotiated to $500 for 20 sessions, which was to be paid in advance. Till this point, the exchange of communication and actions between the parties clearly portrays that both Ivan and Edwin intended to form a legal relation.
However, the fact that Edwin was only a 15-year-old boy which makes him incapable of entering into a contract legally was overlooked.
Conclusion
There is no valid contract between Ivan and Edwin.
The participation agreement that Edwin was made to sign consisted clear terms about the safety precautions that the participants were required to undertake. Safety precautions are a mandate for any given sports activity, which has been well drafted in the agreement form. The direction to wear proper safety gear, follow all the instructions and paying regards to other participants along with the mentioned amount of compensation and the appropriate court to tackle disputes are the well drafted portion of the agreement.
While, the fact that the agreement did not mention the consideration amount that was being taken from Edwin is big drawback as it is one of the essential elements of the contract (Sng Kiat Peng, 2021). the agreement should have also provided appropriate space for the candidate to convey his personal information, like age, medical or health issues or any other physical constraints, which are exceptionally important in sports. In addition, the agreement must had laid down the clauses or provisions under demarcated headings like rules, fees, duration, claims, disputes and resolution, et cetera for better understanding of the candidates.
A brief sample of the recommended section is as follows:
Sample
I, _______________, aged ____, understand that volleyball is a physical activity which involves risk of injury. In this regard, I would like to declare the following health and medical constraints and phobia that I suffer from, for intimating the management about the same:
- _____________
- _____________
- _____________
Safety Precautions
Rules
Fees
Duration
Claims
Dispute and Resolution
Declaration
____________________
Signature
The statement “Acevolley will teach you the tricks that will make you not just a volleyball player but a future volleyball star” is a mere puff as it is simply an exaggeration made by Ivan, which is rather an opinion than facts.
The statement “You will be coached by a former national player” is certainly a term which is going to induce candidates to approach Ivan. If he cannot fulfil this criterion, it is going to be a breach of a contractual term, which shall enable the candidates to bring a legal action against him.
The statement “Be the next Lorenzo Bernardi” is a misrepresentation. Lorenzo Bernardi is a court volleyball player, while Ivan was a beach volleyball coach. Thus, inducing candidates to join his classes is misrepresentation.
References
Hunter, H. (2017). Modern Law of Contracts. Research Collection School of Law.
Krell v Henry [1903] 2 KB 740
Llewelyn; N.G, Hui Ming; and O.H, Nicole Xuan Yuan. (2018). Cases, Materials and ommentary on Singapore Intellectual Property Law. 1-675. Research Collection School of Law.
McKendrick, E. (2014). Contract law: text, cases, and materials. Oxford University Press (UK).
Phang, A. B., & Yihan, G. (2021). Contract Law in Singapore. Kluwer Law International BV.
Poussard v Spiers and Pond (1876) 1 QBD 410
Sng Kiat Peng, A. (2021). Contract law in Singapore: Cases, materials and commentary.
Windsurfing International Inc. v Tabur Marine. (Great Britain) Ltd, [1985] RPC 59
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