Definition of Innominate Term in Law

«It depends mainly on whether the parties have identified a provision as a condition, a guarantee or a non-binding condition. Unless the contract expressly or implicitly states that a clause is a condition or warranty, the clause in question is an unnamed clause. A guarantee in a contract is considered less important than a condition. If a term is not a condition or an unnamed term, it is a guarantee. In contract law, a warranty does not refer to the warranties that accompany the purchase of things like electronics or equipment. Since Bunge v Tradax[2] in the House of Lords, the term «nominative term» has been used regularly. Lord Scarman`s speech in this case succinctly describes the differences between conditions, warranties and anonymous conditions. «The first question is therefore always whether the very interpretation of a provision and the contract of which it forms part is a condition, an indeterminate provision or simply a guarantee. If the provision is a provision which, according to the very interpretation of the contract, has not placed the parties under a condition and whose breach may have trivial, minor or very serious consequences, it is indeterminate, and the court (or an arbitrator) will have the task of deciding in the event of a dispute whether the breach found is, as the parties would have said, if they had been asked at the time of their conclusion of the contract, it goes without saying that the contract would expire in this case. In English contract law, an unnamed term is an intermediate term that cannot be defined as a «condition» or a «guarantee». [1] A well-known term is the midpoint between a condition and a guarantee. It is often considered the «no man`s land» between the two.3 minutes read the terms of a contract that cannot be classified as terms or guarantees.

Contracting parties may mark the terms of the contract as conditions or warranties, and these marks are generally respected by the courts, provided that the result is reasonable. Similarly, some clauses have traditionally been treated as clauses or guarantees, although they have not been marked as such (for example, time clauses in commercial contracts should be treated as conditions). Nominative terms are those that do not fall into the above categories. Compensation for a breach of an undisclosed clause depends on whether or not the breach is fundamental in nature, i.e. whether the injured party has been essentially deprived of the full benefit of the contract. If the injured party has been deprived of it, he is entitled to treat the contract as rejected and to claim damages. If this is not the case, he is only entitled to damages. However, nowhere in the judgment does the judge refer to this type of term as «innominate» or «intermediate». The word «innominate» was coined in Stephenson LJ in Wickman Machine Tool Sales Ltd v L Schuler A.G.

[1972] 1 WLR 840. In Hong Kong Fir Shipping Co Ltd v. Kawasaki Kisen Kaisha Ltd (1962 2 QB 26), the Court of Appeal of England and Wales first coined the concept of «well-known term». This followed in the case of The Mihalis Angelos (1971 1 QB 174). The treatment of appointment clauses in modern contract law was addressed by Diplock LJ in Hong Kong Fir Shipping Co. Ltd. v. Kawasaki Kisen Kaisha Ltd. [1962] 2 QB 26 set out in the following passage at pages 69-70: What are unnamed terms, guarantees and terms? Contractual terms are deemed to be unnamed (or intermediate) terms, guarantees, or conditions.

Ideally, all parties will agree on how each term should be ranked when they start negotiating a contract. This is useful so that in the event of a breach, the parties can quickly review the available solutions. Contractual terms may be recorded in writing or agreed orally. The Terms may also be implied by law, the actions of either party or based on prior interactions. Conditions of appointment or intermediate terms are terms of a contract that are in limbo and somewhere between a condition and a guarantee. A term becomes notorious when it cannot be proven to be a condition or guarantee. The breach of an undisclosed clause therefore depends entirely on the nature of the infringement and its foreseeable consequences.