1.

​ What is a "mere representation" in contract law, and how is it different from a contractual
term? Explain with examples and discuss the legal consequences for parties involved.

In contract law, a mere representation is a statement made to persuade someone

to enter a contract. Unlike contractual terms, mere representation does not form part of
the contract itself. It is not a binding promise but more to a pre-contractual statement that
may or may not be true.

However, a contractual term which is a promise that is written in the contract and
must be followed. If a statement is only mere representation and turns out to be false, it
does not count as breach of contract. To claim damages from this situation, the person
who was misled can sue for misrepresentation if there was fraud.

For example, if someone wants to buy a used car and the salesperson says the
car has never been in an accident, but this statement is not written in the contract, it is
just a representation. If the car had actually been in an accident, the buyer cannot say
the contract was broken but may sue for misrepresentation. Same as what happened in
Routledge v McKay, where the wrong age of a motorcycle was only a representation, not
a term.

On the other hand, a term is a clear promise that forms part of the contract. If a
term is broken, the innocent party can cancel the contract and claim for damages. For
example, if you rent a house and the contract says the rent must be paid by the first day
of each month, this is a term. If the tenant does not pay, the landlord can take legal
action for breach of contract.

In Schawel v Reade, a seller told the buyer no need to check the horse as it was
fit for breeding. The buyer relied on that promise. However, the horse turned out
unhealthy and not suitable for breeding. The court said it was a term because the seller
knew more about the horse than the buyer, and the seller broke the contract.

Same as the case of Dick Bentley v Harold Smith, the seller had special
knowledge about cars and he told the buyer the car had only 20,000 miles. The court
said the statement became a term in the contract since the buyer relied on his words to
enter into a contract. When the buyer found out the car had actually been driven 100,000
miles, the buyer had the right to sue for breach of contract.
 To decide whether a statement is a term or just a representation, courts look at
some tests. First is time, if the statement was made long before the contract was signed,
it is more likely just a representation. Second is whether it was written down, if the
contract is in writing and the statement is not included, it is more likely a representation.
Third is who had special knowledge, if someone making the statement had more skill or
information, it is more likely a term.

In conclusion, a term is a promise that creates legal duties under the contract, but
a mere representation is just talk that might lead to a claim for misrepresentation, not for
breach of contract. Therefore, it is important for people to write important promises
clearly into their contract to protect their rights.

2.​ Explain the Parol Evidence Rule in contract law, including its purpose and scope. Define
what constitutes "parol evidence" and discuss the rule's application in contractual
agreements. Provide examples to illustrate situations where the rule may be invoked and
its implications for interpreting contracts.

The Parol Evidence Rule is a rule in contract law that says if people make a written
contract, then what is written is final. This means they usually can’t use any spoken
words or promises made before or at the same time to change, add to, or disagree with
what is written in the contract. The words “parol evidence” means extra things that
people said out loud or agreed to before the written contract was signed.

Main reason:
●​ Keep contracts clear and safe
●​ To prevent many written contracts become useless

​ Example:
●​ Sign a contract to buy a car for RM80,000. Before signing, the seller said they will
provide free car service for a year too. This promise is not written in contract, you
can’t ask the seller to give you free service.

Exceptions:

●​ Written agreement is not complete (leaves out an important part that both sides
really agreed on, can use extra evidence to explain)
 ●​ Partial written agreement (If a building contract leaves out some details, like
materials and finishes, but these were agreed verbally, the spoken agreement
can be used to prove those missing parts.)

●​ Fraud / mistake

​ Evidence Act 1950

●​ S.91 & S.92
●​ Leong Gan v Tan Choong Motor ; Tindok Besar Estate v Tinjar Co (many court
will not accept any extra word to change the contract if it was clear)

3.​ How can parties minimize risks associated with representations during contract
negotiations? Consider the importance of good faith, and provide practical advice for
drafting, interpreting, and enforcing representations within contracts.
●​ Use clear written contracts
●​ Add “entire agreement” clauses
●​ Act in good faith
●​ Use clear wording

4.​ Define intermediate and innominate terms in contract law, outlining their significance and
distinguishing them from conditions and warranties. Provide examples to illustrate each
type of term. Then, discuss the factors courts consider in determining whether a term is
intermediate or innominate, and how they assess the consequences of breaching such a
term.

●​ Intermediate or innominate terms are promises in a contract that do not clearly fit
as either a “condition” or a “warranty”.
●​ Difference:
○​ Condition
○​ Warranty
○​ Intermediate / innominate
 5.​ Discuss the exceptions to the Parol Evidence Rule and circumstances where extrinsic
evidence 外部证据的情况 may be admissible despite the rule's general prohibition.
Analyze the factors courts consider when determining the admissibility of parol evidence
and how these exceptions impact contractual interpretation and enforcement.

Exceptions :
●​ Written contract is incomplete
●​ Partial written agreement
●​ Fraud / mistake

​ Factors courts consider:

●​ Does it fit with Evidence Act (S.91 & S.92)

Impact of exceptions :
●​ Make sure unfair or incomplete contracts can be corrected.​

●​ Helps courts find the real intention behind what the parties agreed.
●​ Stops people from hiding behind written words if they acted dishonestly.​

6.​ Using a hypothetical scenario, analyze the implications of breaching an intermediate or

innominate term compared to breaching a condition or warranty. Evaluate the remedies
available to parties affected by the breach, considering the flexibility provided by the
classification of terms and the potential for judicial intervention in disputes.

7.​ Explain the three tests employed by courts to distinguish between statements that are
mere "talk" and those that constitute part of a contractual agreement.

8.​ Discuss the legal ramifications for the innocent party in a contractual agreement when
faced with a breach of warranty. Incorporate relevant case law or legal principles to
support your analysis and provide insights into the practical considerations for
contracting parties when dealing with breaches of warranty.