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 January 2012

    If terms which are said to have been agreed are particularly onerous or restrictive of rights that would otherwise arise, it may be necessary, if they are to be enforceable, for the party seeking to rely upon them to show that notice of their existence appropriate to their content was given to the party potentially affected by them.

    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.

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

  • Base Metal Trading Ltd v Shamurin
    • Court of Appeal (Civil Division)
    • 14 October 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.

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

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

    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.

  • Day Morris Associates and Voyce and Anr
    • Court of Appeal (Civil Division)
    • 26 February 2003

    A contractual acceptance has to be a final and unqualified expression of assent to the terms of the offer. Conduct will only amount to an acceptance if it is clear that the offeree did the act in question with the intention of accepting the offer.

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Legislation
  • Unfair Contract Terms Act 1977
    • UK Non-devolved
    • January 01, 1977
    ... ... are not subject to any requirement of reasonableness under section 3 F67 ... : and nothing in Part 11 of this Act shall require the incorporation of the terms of such a contract to be fair and reasonable for them to have effect ... (3) Subject to subsection (4) , that description of contract ... ...
  • Companies Act 1862
    • UK Non-devolved
    • January 01, 1862
    ... ... An Act for the Incorporation, Regulation, and Winding-up of Trading Companies ... in any Policy of Insurance or other Contract whereby the Liability of individual Members upon ... the Dominions of the Crown, on such Terms and Conditions as the Court shall think fit; and ... ...
  • Limited Liability Partnerships Act 2000
    • UK Non-devolved
    • January 01, 2000
  • Budget Responsibility and National Audit Act 2011
    • UK Non-devolved
    • January 01, 2011
    ... ... National Audit Office ... 20: Incorporation of NAO ... (I411) There is to be a body ... for breach of duty (whether under a contract or otherwise) incurred by an indemnified person ... Other terms of appointment ... (I155) The Chancellor of the ... ...
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Books & Journal Articles
  • Preliminary Sections
    • Preliminary Sections
    • Saggerson on Travel Law and Litigation - 7th Edition
    • Matthew Chapman/Sarah Prager/Jack Harding/Dominique Smith/Thomas Yarrow/Henk Soede
    • 1-20
    ... ... services combined by one trader before a contract is concluded 47 ... Regulation 2(5)(b)(i): ... Alteration of other package travel contract terms 111 Insignificant alterations 113 Significant ... acceptance 235 Express terms 236 Incorporation of terms 241 Incorporation and construction 244 ... ...
  • Collective Labour Relations―Judicial Abstention and Intervention
    • No. 29-2, March 1966
    • The Modern Law Review
    ... ... form a term of any employee’s contract of employment; that an upofficial bnn on ... 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 ... ...
  • Subcontracts, assignment, novation, waiver and estoppel
    • Construction Law. Volume III - Third Edition
    • Julian Bailey
    • 1529-1577
    ... ... (i) Deinition 1531 (ii) Privity of contract 1531 (iii) Liberty to subcontract 1534 ct terms 1537 (i) “Back-to-back” rights and ... of the main contract terms or incorporation by reference. here are obvious beneits to ... ...
  • Non-regulated Contracts
    • Contents
    • Saggerson on Travel Law and Litigation - 7th Edition
    • Matthew Chapman/Sarah Prager/Jack Harding/Dominique Smith/Thomas Yarrow/Henk Soede
    • 233-287
    ... ... Furthermore, the express terms of a package travel contract may well impose ... as offer and acceptance and the incorporation of terms is not part of the scope of this work ... ...
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Law Firm Commentaries
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