What are the three types of terms identified by Lord Denning?
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What are the three types of terms identified by Lord Denning?
What does the traditional analysis of the Battle of Forms suffer from?
Certain drawbacks, but alternative solutions also have deficiencies.
What did Lord Denning M.R. suggest about the traditional analysis of contracts?
He opined that the traditional analysis was often out of date and proposed a better approach.
What did Lord Diplock state about contracts formed by correspondence?
He stated that contracts formed by an exchange of correspondence are not easily categorized into the normal offer and acceptance analysis.
What happens if there is a concluded contract but the forms vary?
The terms and conditions of both parties are to be construed together, and if they can be reconciled, they will be; if not, conflicting terms may be scrapped and replaced by a reasonable implication.
What is the traditional approach to contract formation when forms vary?
The traditional approach would deny contract formation, viewing the acknowledgment as a counter-counter offer that requires subsequent acceptance.
Why is the requirement of specific notice in Lord Denning's approach considered impractical?
Because almost any term could potentially affect price, making it difficult to ensure heightened awareness of all terms.
What did the empirical evidence from Beale and Dugdale's interviews reveal about commercial attitudes towards the Battle of Forms?
There was considerable awareness that an exchange of conditions might not lead to an enforceable contract, and businessmen do not always ignore fine print.
What is required for the formation of a contract according to Lord Denning?
Agreement on material points.
What does 'informal acquiescence' refer to in the context of corporate decision-making?
It may operate as a form of estoppel rather than as another mode of corporate decision-taking.
What is the main argument regarding the Battle of Forms?
It claims that there is something special about this situation that warrants the prevention of renegation.
What does Article 7 state about acceptance with modifications?
It constitutes a counter-offer unless the modifications do not materially alter the terms.
What does Waddams suggest about the behavior of businessmen in the context of exchanging forms?
Businessmen exchange forms hoping their terms will prevail but are cautious not to scare off potential business by insisting on signatures.
What traditional approach did Lawton and Bridge L.JJ. adopt in the case?
They adopted the traditional approach of offer and counter-offer.
What are the criticisms of the traditional approach to contract formation?
It may encourage businesses to send multiple standard forms, put the receiving party in a difficult position, and allow either party to renege until implied acceptance occurs.
What challenge was made before the House of Lords regarding Dr. Lim's case?
A challenge was made to almost every element of the award for catastrophic brain injuries.
What are the conditions under which additional terms become part of the contract between merchants?
Unless the offer limits acceptance to the terms of the offer, they materially alter it, or notification of objection has been given.
What are the three possible solutions suggested by Lord Denning for determining contract terms?
Why did Article 7 have no direct effect in the Butler case?
Because the case concerned a domestic sale of goods.
What is suggested about Lord Denning's approach to the Battle of Forms?
It may fulfill some assumptions but is fraught with difficulties, such as not discouraging parties from firing salvoes of terms.
What does the case Queenslund Mines v. Hudson suggest about breaches of duty?
Many breaches can now be forestalled or condoned by obtaining consent from boardroom colleagues.
What is the significance of the term 'informed acquiescence' in corporate governance?
It may not be a viable alternative if a majority in a general meeting could not dispose of the company's interest in a license.
What are the two assumptions underlying the criticism of the traditional approach in the Battle of Forms?
Businessmen pay no attention to fine print and consider their deal concluded when major terms are agreed.
What is the implication of taking delivery in the context of contract acceptance?
Taking delivery may imply acceptance of the seller's terms, even if there is a dispute about those terms.
What must be present for Section 2-207 to apply?
A definite and seasonable expression of acceptance.
What are the two steps Lord Denning suggested for determining a contract?
The first step is contractual formation, and the second step is determining the content of the contract.
What was Professor Guest's suggestion regarding counter-offers?
That acceptance of a counter-offer might be implied from subsequent silence.
What is the distinction made by Professor Guest regarding changes in replies?
He differentiates between material and non-material changes.
What is suggested about arguments analogous to Article 7?
They should be resisted as they raise categorization problems.
What is a potential consequence of a board dominated by a chief executive with aligned financial interests?
Breaches of duty may occur and can be forestalled or condoned by obtaining consent from boardroom colleagues.
What was the outcome of the Court of Appeal regarding the buyers' claim?
The Court of Appeal unanimously found for the buyers, reversing Thesiger J.
What does Lord Denning suggest courts should do when there is a 'battle of forms'?
Courts should look at all documents and conduct to determine if an agreement has been reached.
What does a material change in a reply evoke?
The traditional approach.
What was Lord Scarman's view on reforming damages for personal injuries?
He advocated for a radical re-appraisal but suggested it was better suited for the legislature.
What was the issue in Butler Machine Tool Co. Ltd. v. Ex-Cell-0 Corpn. regarding the terms of sale?
The sellers' standard terms included a price variation clause, while the buyers' order form stated a fixed price.
What is the implication of the categorization of contractual terms?
It is essentially arbitrary and may lead to litigation.
What was the concern with Thesiger J.'s ruling on prevailing clauses?
It would encourage the offeree to insert a prevailing clause, which could be unfair.
What did Lord Denning find regarding the acknowledgment of order?
He found express acceptance from the return of the acknowledgment of order.
What constitutes corporate acquiescence according to the text?
Inactivity on the part of the whole body of shareholders.
What happens to additional terms in a contract under Section 2-207 of the Uniform Commercial Code?
They are construed as proposals for addition to the contract.
What does 'definite and seasonable acceptance' refer to?
Assent to the principal terms of the offer, such as buyer and seller names, price, quantity, and delivery date.
What is the implication of the limited scope of non-material terms in Article 7?
It likely does not encompass conditions or significant differences in cases.
What has produced a huge amount of litigation regarding arbitration provisions?
Conflicting decisions on whether they should be regarded as material or non-material.
What does Article 7 of the Uniform Laws on International Sales Act 1967 aim to address?
It seeks to avoid criticism regarding the categorization of terms in international sales.
What is a crucial factor that contributes to litigation over contract terms?
The varying importance attached to different terms by different businessmen.
What did Bridge L.J. and Lord Denning think of Professor Guest's approach?
They felt that it went too far.
Under what condition does Article 7 apply?
If it is an international sale of goods and the parties have chosen the Uniform Law as the law of their contract.
What was Thesiger J.'s initial ruling regarding terms in contracts?
That stating terms 'shall prevail' made all future dealings subject to those terms.
