Contract Terms Incorporation in UK Law

Leading Cases
  • Habas Sinai Ve Tibbi Gazlar Istihsal Endustrisi as v Sometal Sal
    • Queen's Bench Division (Commercial Court)
    • 18 Ene 2012

    There is a particular need to be clear that the parties intended to incorporate the arbitration clause when the incorporation relied on is the incorporation of the terms of a contract made between different parties, even if one of them is a party to the contract in suit.

    I do not accept that the present case is to be regarded as a “two-contract” case. Whilst, literally speaking, there is more than one contract to be considered, being the June contract and whatever other contracts between the same parties are to have some of their terms incorporated, the relevant distinction is between incorporation of the terms of a contract made between (a) the same and (b) different parties.

  • Dornoch Ltd v Mauritius Union Assurance Company Ltd
    • Court of Appeal (Civil Division)
    • 10 Abr 2006

    A number of these cases concern the incorporation of terms from a direct insurance into a reinsurance. The question in each case is one of construction: did the parties to the contract in which the general words of incorporation appear intend that their contract should include the particular term from the other contract referred to?

  • Base Metal Trading Ltd v Shamurin
    • Court of Appeal (Civil Division)
    • 14 Oct 2004

    In my judgment, the law of the place of incorporation applies to the duties inherent in the office of director and it is irrelevant that the alleged breach of duty was committed, or the loss incurred, in some other jurisdiction.

  • Shamil Bank of Bahrain EC v Beximco Pharmaceuticals Ltd and Others
    • Court of Appeal (Civil Division)
    • 28 Ene 2004

    The doctrine of incorporation can only sensibly operate where the parties have by the terms of their contract sufficiently identified specific 'black letter' provisions of a foreign law or an international code or set of rules apt to be incorporated as terms of the relevant contract such as a particular article or articles of the French Civil Code or the Hague Rules. By that method, English law is applied as the governing law to a contract into which the foreign rules have been incorporated.

  • Skips A/S Nordheim v Syrian Petroleum Company Ltd (Varenna)
    • Court of Appeal (Civil Division)
    • 05 Oct 1983

    Operative words of incorporation may be precise or general, narrow or wide. Where they are general, and in particular where they are general and wide, they may have the effect of incorporating more than can make any sense in the context of an agreement governing the rights and liabilities of the shipowner and of the bill of lading holder. But the starting point must always be the provisions of the bill of lading contract producing the initial incorporation.

    The purpose of referential incorporation is not—or at least is not generally—to incorporate the intentions of the parties to the contract whose clauses are incorporated but to incorporate the clauses themselves in order to avoid the necessity of writing them out verbatim. The meaning and effect of the incorporated clause has to be determined as a matter of construction of the contract into which it is incorporated having regard to all the terms of that contract.

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Legislation
  • Unfair Contract Terms Act 1977
    • UK Non-devolved
    • 1 de Enero de 1977
    ......22 Consequence of breach. . . For the avoidance of doubt, where any provision of this. Part of this Act requires that the incorporation of a term in a. contract must be fair and reasonable for that term to have. effect— . . a . ) if that requirement is satisfied, the term may be ......
  • Companies Act 1862
    • UK Non-devolved
    • 1 de Enero de 1862
    ...... An Act for the Incorporation, Regulation, and Winding-up of Trading Companies ... Debts and Liabilities of the Company contracted before the Time at which he ceases to be a ...the Dominions of the Crown, on such Terms and Conditions as the Court shall think fit; and ......
  • Companies Act 2006
    • UK Non-devolved
    • 1 de Enero de 2006
    ...... . (a) whose certificate of incorporation states that it is a public company, and. . . ... debts and liabilities of the company contracted before he ceases to be a member,. . . (b) ...) a written memorandum setting out its terms, must be forwarded to the registrar within 15 ......
  • Companies Act 1929
    • UK Non-devolved
    • 1 de Enero de 1929
    ...... I . Incorporation of Companies and Matters incidental thereto. Part ... debts and liabilities of the company contracted. before he ceases to be a member, and of the ... either wholly or in part, and on such terms and. conditions as it thinks fit. . (5) The ......
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Books & Journal Articles
  • Collective Labour Relations―Judicial Abstention and Intervention
    • Núm. 29-2, Marzo 1966
    • The Modern Law Review
    ...... of the plaintiffs to break their contracts of service with the plaintiffs by ... question could be put in broader terms, however: was the Trade Disputes Act ... rules relating to the incorporation of express terms or the implication of ......
  • A DIFFERENT APPROACH TO CHOICE OF LAW IN CONTRACT
    • Núm. 43-6, Noviembre 1980
    • The Modern Law Review
    ...... by the parties should take effect in all cases as incorporation by reference. I It is well acknowledged that the present ... of the existence of the contract, to one of the terms of that disputed agreemenLaa But where there is no selection, ......
  • Security of Transaction after Phonogram
    • Núm. 47-6, Noviembre 1984
    • The Modern Law Review
    ...... the law relating to pre-incorporation contracts under section 9(2) of the ... a formal contract containing the terms applicable to the finance agreement. One ......
  • Reviving Contract
    • Núm. 52-1, Enero 1989
    • The Modern Law Review
    Understanding Contract Law. By John Adams and Roger Brownsword. Contract Cases and Materials. By H. G. Beale, W. D. Bishop and M. P. Furmston. The Law of Contract. By Hugh Collins.
    ...... as soon as one attempts to understand contract law in terms of those events in the world to which it is presumed to ...; some of the early ticket cases about the incorporation of written terms in oral contract^'^; the beginnings of the ......
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Law Firm Commentaries
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