Part B The law of obligations 5: Content of contracts 75Routledge v McKay 1954
The facts: The defendant, in discussing the possible sale of his motorcycle to the claimant, said on 23
October that the cycle was a 1942 model; he took this information from the registration document. On 30
October the parties made a written contract which did not refer to the year of the model and the purchaser
had not indicated that the age of the cycle was of critical importance to him. The actual date was 1930.
Decision: The buyer's claim for damages failed. The reference to a 1942 model was a representation
made prior to the contractIf the statement is made by a person with special knowledge it is more likely to be treated as a contract
term.Dick Bentley Productions v Arnold Smith Motors 1965
The facts: The defendants sold the claimants a car which they stated to have done only 20,000 miles since
a replacement engine and gear-box had been fitted. In fact the car had covered 100,000 miles since then
and was unsatisfactory.
Decision: The defendants' statement was a term of the contract and the claimants were entitled to
damages.Oscar Chess v Williams 1957
The facts: The defendant, when selling his car to the claimant car dealers, stated (as the registration book
showed) that his car was a 1948 model and the dealers valued it at £280 in the transaction. In fact it was a
1939 model, worth only £175, and the registration book had been altered by a previous owner.
Decision: The statement was a mere representation. The seller was not an expert and the buyer had better
means of discovering the truth.2 Express terms and implied terms
As a general rule, the parties to a contract may include in the agreement whatever terms they choose. This
is the principle of freedom of contract. Terms clearly included in the contract are express terms. The law
may complement or replace terms by implying terms into a contract.2.1 Express terms
An express term is a term expressly agreed by the parties to a contract to be a term of that contract. In
examining a contract, the courts will look first at the terms expressly agreed by the parties.An apparently binding legal agreement must be complete in its terms to be a valid contract.Scammell v Ouston 1941
The facts: The defendants wished to buy a motor-van from the claimants on hire-purchase. They placed an
order 'on the understanding that the balance of purchase price can be had on hire-purchase terms over a
period of two years'. The hire-purchase terms were never specified.
Decision: The court was unable to identify a contract which it could uphold because the language used
was so vague.It is always possible for the parties to leave an essential term to be settled by other means, for example
by an independent third party.FAST FORWARDKey term