Commercial and Corporation Law Resource Management

Question: Discuss about the Commercial and Corporation Law for Resource Management. Answer: The basic concept of the contract is where the party has made a general invitation, and there was an offer with acceptance. The acceptance is necessary to have a valid consent from the concerned party (McKendrick, 2014). It is important the contract made in good faith with no interpretation of the terms. For such a reason it is important to have the contract in clear language so that the person understands the provisions of the agreement in a contract. The contract is an agreement between the two or more parties. Certain terms bind the rights and respective obligations that are enforceable by law (Wright, 2015). Some of the facts are ascertained by the act of the parties whether they have reached a level of agreement or not. So, to sum up, it is observed that a contract includes the following steps which are: 1. Capacity to contract resulting to invitation to treat to a party, which is summed up as making an offer. 2. Intention to create legal relations. For creating intension for legal relation certain terms are followed. The essential elements to form a contract are: 1. Capacity that includes (invitation to treat), offer- usually an offer is defined as a mere invitation or the expression of willingness from the part of the offeror to the offeree so as to bind with some specified terms upon the unqualified acceptance of such terms, Baird Textile Holdings Ltd v Marks Spencer plc. While the contract made, there must be an option to terminate the same before the final approval procedure gets complete, Partridge v Crittenden. Ben forwarded the offer of invitation to Alan, since he is in intention to serve Alan. 2. Acceptance- the offer accepted on the absolute terms and assent by the offeree. The assets are expressed in terms or conduct and must not infer from mere silence. The acceptance requires general communication to the offeror as a general rule. The method of the communication is expressed and authorized with the implied terms of the contract. In some matters, there is a postal acceptance rule which is meant as one of the exception rules that provides the recognition after the letter of the same is posted. Acceptance of offer from the part of Alan under good faith to get served by Ben. 3. Certainty and completeness- the essential terms as mentioned in the contract must be defined and enforceable before the enforcement of the agreement. It is important to the concerned party that the essential terms of the contract must be correctly specified so that the good faith of the party to the contract gets hampered Carter v Boehm. The subject to the agreement will be incomplete when the intentions of the party were not being enforced under the legal obligation which is one of the prime factors of the contract. Ben explained the certainty of the product assured Alan about the commodity to be perfect as per Alans requirement. 4. Promissory estoppels- it is merely a promise unsupported by the binding under the consideration. The doctrine of the estoppels applies to those elements where the party makes an unambiguous commitment in words or any other form of conduct. Here, Ben claimed that the commodity was genuine as described by him. Assurance by Ben that the product is genuine and is distilled in Russia. 5. Expressed terms: one of the essential elements of the contract is the expressed terms as mentioned under section 5 of the act. The terms must ascertain in such manner that there is no distinguishing factor between representation and the actual terms in the agreement before it enforced. Expression of the terms, assurance of the genuinity of product to Alan by Ben. 6. Intention to create legal relation: the intention to create legal relation makes both the party bound in an agreement and on party is liable to follow the obligations to carry on the duty with good faith. The presence of contract can be supported with the reference of the matter, Eastern Resource Management Services Ltd v Chiu Teng Construction Co Pte Lt. The given matter explains that there was an offer from Ben to serve and acceptance from Alan. Apart from that Alan explained some certain requirements regarding the product he intends to buy explaining the consideration. Ben suggested some products with some description explaining the presence of expressed and intended implied term. The explanation and assurance from the part of Ben say the presence of promissory estoppels, which concludes the presence of the contract. The sale of goods act is enforceable under the law of contract. In other words, when a sale of the goods occurs, the process is complete when the buyer buys the goods upon good faith. The sale of goods act thus goes with the compliance of the fair trading policies. It is the ultimate responsibility of the seller to make a sale without keeping any hidden policies which the buyer gets to discover after the purchase proceeds (statutes.agc.gov.sg, 2016). In the given matter, it is observed that Alan is particular about the purchase of the beverages processed in Russia and even manufactured over the same place. Upon arriving at the liquor store, he was attended by a salesperson named Ben. Ben assured Alan that the products he suggested processed in Russia. He even proceeded with the explanation and the background of each of the beverages that are suggested by him. After consuming the product, everyone suffered from diarrhea. After the test made with the product, it was found that the products belonged to some toxic classes and is an illicit consuming product. If the matter is seen then, it can be found that there was a presence of a deliberate mistake from the part of the salesperson. On concluding the factual incidents, it is understood that section 13, 14 (2) with correspondence to 14 (b) and 14 (3) of the sales of goods act are violated from the part of Ben while delivering the products. Ben even committed the violation of section 6 (2) (a) by delivering an alternative product as described in samples. Section 13 which says that the goods must correspond with the description as made by salesperson which processing a purchase. Ben explained that the products are Russian distilled vodka which Alan put forward as his requirement (Butler, 2016). Unlike what is described in the matter (Harlingdon Lienster Enterprises Ltd v Christopher Hull Fine Art Ltd [1991] 1 QB 564), where the buyer did not rely on the words of the seller, here Alan relied on Bens words, and got himself delivered with a bootleg explaining Bens contradiction to the mentioned section. Section 14 (2) of the Act explains that the condition of the good must be satisfactory quality and ensured safety for consumption, which goes with relation to section 14(2B). In this matter, Alan asked for Russian distilled vodka, but he was handed over with some bootleg product. The quantity so ordered by him was provided, but the product had some alteration from the actual description made by Ben. The quality of goods must be hypothetical with the reasonable person as observed in the matter (Compact Metal Industries Ltd v PPG Industries (Singapore) Ltd ([2006], National Foods Ltd v Pars Ram Brothers (Pte) Ltd [2007]. The main motive to describe the section is to show relevancy where Ben made a contradiction. Section 14(3) explains that the product delivered must be good for use and should be reasonably fit for the person who made the purchase. Ben, on making some false description of the product made Alan sick and admitted to hospital. Upon test made it is found that the product was a bootleg. National Foods Ltd v Pars Ram Brothers (Pte) Ltd [2007] explains similar issues that the products were not fit for using purpose. Section 6 (2) (a) of the Unfair Contract Terms Act 1977 explains that the provisions gets related to the liability of implied terms of Sales of Goods Act 1979 with respect to the supply of goods. So, when a party is a consumer in the contract, the sales party can never exclude the terms of liability in relation to the description, fitness and quality of the product. Ben made a breach of terms here, as he violated the section and made the wrong delivery of the products. Alan made a careful description of the products and he was very particular about what he asked, whereas Ben made an assurance of giving him what he wants and ended up delivering a bootleg which caused damage to Alan as well as his friends. The validity of the implied terms is considered until such time when there is no deliberate mistake occurred from the part of the business dealer as mentioned under section 5.5. Upon the discharge of the contract, it is important for the individuals to follow the implied terms of the contract and there must be no misrepresentation on the part of the dealer. The expressed terms of the contract ascertain as mentioned under Section 5.1 explains about a certain fact that there must be no distinguishing of the fact from the real to the representation made (Fried, 2015). The terms whether made orally or reduced to written is important to have a similarity between the description sand the actual presentation. The implied terms must not be contradictory to the expressed terms of the agreement. In the given situation, Ben have made an alteration of the terms of the actual terms and created a misguidance to Alan. The nature of statement or terms in the receipt explain that there is no liability on the part of the organization if any risk arises from the use of the product which means that the business holder misinterpreted with the terms as mentioned in section 5.2. The terms of the implied factors of the contract cannot be interpreted as per the convenience of the business dealer, Chapelton v Barry UDC. There may be situations where the people can take advantage of the implied terms by the interpretation. In the given matter when there is a deliberate misrepresentation made from the part of Ben, then he is liable to pay the damages in the form of compensation. If any matter is filed in the court regarding the interpretation of the implied terms, then the court will observe the objective test of the determination about how and what way the terms were interpreted. The fact is similar to the matter Petroships Investment Pte Ltd v Wealthplus Pte Ltd. The classification of the terms looks in the concern that whether the terms expressed do not create a breach of contract (Alexandrov Mendenhall, 2015). The matter express here that the terms are classified in such manner that it is convenient for the interpretation. When there is a scope of the alteration of terms, then such factors are likely to cause a breach of the contract. There is a scope for the contracting party to specify the contract expressly by the classification of the terms. The validity of the terms in the bill thus questions the applicability of the implied and incorporation of terms of the contract, Olley v Marlborough Court Hotel,(Michael, et al., 2013). In this matter, the exception to the terms of the contract will not apply since there was a fact of misrepresentation from the part of the salesperson. The expressed terms in the receipt of the purchase do not guarantee the use of the illegal methods to carry on business. It is a matter of unfair contract terms carried on from the part of Ben since he convinced the consumer to take a product which is illegal for the consumption. Section 2(2) of the Unfair Contract Terms Act, 1977 explains that the declaration in the receipt cannot exclude the liability of any type of losses other than the general effect of consuming the product. Section 2(3) of the act explains that the seller is aware of the exclusion clause of the receipt and the declaration. Hence, interpretation with the cause of defending will not be applicable in this case as Ben made an alteration of the description and committed breach under Unfair Contract Terms Act, 1977. Ben committed negligence to the disposition of his duty as mentioned under section 1.3 since the act contains the following factors: 1. The defendant owed some duty of care as a legal obligation 2. The defendant made a breach to the legal duty imposed upon him. 3. The breach of duty caused the plaintiff some recoverable damage To support the statements made it is important to refer the case of Donoghue v Stevenson. Upon such negligence, the law of contract explains some of the statutes that will determine whether the third party holds the right to sue Ben or not under contracts (Rights of Third Parties) Act 1999. The third party gets right when there is a benefit purport on them as mentioned under Sec 1(b) with subject to subsection (2). An exception to the third party rights is such that it will not apply in the case when the parties did not intend the terms to be enforceable by the third party. But, in the given matter, Alan bought the beverages with an intension to party with the friends; hence such rule will apply here. The act even explains that where the consent of the third party is required in the court proceeding, rights under the third party will apply here as mentioned under section 5 and 6. Wyong Shire Council v Shirt [1980], the matter explaining that there was negligence in the duty of care hence causing breach of duty. The breach of duty caused some harm to the concerned party as well as the members included in the party. Upon such factors the third party can seek when they reached with some level of damage. The factual matter explains the breach of duty of the salesperson Ben causing some to the entire group of members who consumed the product. Blyth v Birmingham Waterworks Co (1856) explains about the reasonable man test that would result from any situation. The reasonable man test explains how any average or ordinary person would react in certain situation. The concept also explains the liability of the person that would get right in certain situation where they reached some harm and can sue against the original person in the agreement. Apart from the rights provided under the Act, the Contract Act provides certain rights to the third parties in other words which are indirectly involved in the contract (Goh Lee, 2014). The third party right act provides the rights to the third party without any retrospective effect (Mahmood, 2013). In this Alan's friend consumed the beverage as bought by Alan and faced severe diarrhea for which they had to be hospitalized. The section explains about the statutory right of the party for enforcing a term in a contract against the party who made a breach in the contract. The rights will be valid for the third party even though there is no consideration made from the promisor upon such execution of the rights (singaporelaw.sg, 2016). The act explains that where there is a possibility of removing the risk and the salesperson did not do it then there will some enforceability of the rights of third party. The matter is explained well in the case Latimer v A.E.C. The third party will get the rights when there is a breach of duty from the concerned party in the agreement. Barnett v Chelsea Kensington Hospital[1969], the matter introduced the but for test concept that explains that the defendant will not be held liable for the damage caused when that did not occur death. When the consequence occurs but for the act or omission of the defendant the defendant wont be held liable. In the factual matter Ben purposely gave a bootleg product to his customer thus resulting to the damage which will give the third party rights. The but for test wont be applicable here. The act explains that the right of the party will be applied under the phrase that where the third party has received a negative consequence resulting from the usage of the commodity (Campbell, 2015). The negative benefits are such benefits that limit the terms of the party by the promisor, but the third party can apply for the enforceability of the rights. The act also explains the qualified means and ways that the third party can enforce the statutory right against the promisor (Chen-Wishart, Ong, 2015). Firstly, the third party statutory rights are necessary for the qualification of the defense by which the promisor can assert the same to the other party. Secondly, the sum of compensation for the damage can be recovered with the application of the act where there is a discovery of the observance made regarding the breach of the terms by the promisor toward the promisee. References: Alexandrov, S. A., Mendenhall, J. (2015). 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