合同法合同的變更ppt課件

1、High Trees CasePromissory Estoppel.Contract Under SealAlso called “deedFormal written contractWith corporate or notary stampIn law, contract under seal is enforceable even without consideration .Parol Evidence RuleA contract under seal cannot be amended / changed / varied by oral agreement or writte

2、n agreement not under seal. In other words, formal contract cannot be changed by less formal agreement. .Estoppel - definitionRestrain, prevent, stop, or bara principle of common law and of equitywhen a man, by his words or conduct, has led another to believe in something, he will not be allowed to

3、deny or change it when it would be unjust or inequitable the other. Is a shield not a sword. .Estoppel : in procedure lawEstoppel by deed: cannot deny the truthfulness of facts in deed rule of evidenceIssue Estoppel: if court has determined a issue in a legal action, it cannot be argued again in ano

4、ther action. Cause of Action Estoppel: A dispute cannot be tried twice Double Jeopardy.Reliance-Based EstoppelEstoppel by representation of factEquitable Estoppel: Promissory Estoppel (high trees case)Proprietary estoppel (real estate case) .Estoppel by representation of FactA make a false represent

5、ation of fact to B; A Intended or knew B may act upon it; B actually acted upon in in reliance of the rep.In subsequent litigation between A and B, A was estopped from arguing his representation was wrong, therefore void. Used only as Bs defence .Estoppel by representation of FactAvon County Council

6、 v Howlett (Avon CC case)Teacher injured at workReceived sick pay for C.C. (the boss)payment higher than that provided in contract Teacher asked, C.C. said “no mistake: a fact C.C. found mistake, overpaid 1000 pound Teacher had spent the moneySued for unjust enrichmentEstoppel applied.Promissory Est

7、oppelA made promise (no statement of fact) to B;Promise to accept a less payment of a debt; Promise a giftPromise a contractKnowing it would be acted upon by BB relied upon the promiseIt is unconscionable for A to go back on his promise later. .Promissory EstoppelAccording to Lord DenningA promise w

8、/o consideration is legally binding:Promise is intended to be binding,Intended to be acted on, It has been acted on .Promissory EstoppelException to the consideration rule; Not a cause of action on its own, B can sue breach of contract; A cannot argued there was not contract b/c there was no conside

9、ration.Material FactsBy contract under seal, plaintiff leased building to defendant for 2500 pounds per year for 99 years from 1937By a letter , in 1940, because of war, agreement made to reduce rent to 1250 pounds.Material Facts - IIThe reduced rate (1250 per year) had been paid from 1941-19451945,

10、 receiver of Plaintiff asked for full rate (2500) to be paid. Sued for 625 pounds for Sep.-Dec. 1945.Plaintiff Argued : The 1940s letter cannot vary the lease: parol evidence rule If letter is a new agreement void b/c no consideration given by defendant. Reduced rent temporary ended in 1945, not for

11、 99 yearsEstoppel only during the war. .Defendant argued: Rent was reduced to 1250 per year for 99 years by the agreement in 1940No consideration void at common law but enforceable at equity if parties intended to do so.Parol evidence rule: equity allow .Defendant argued: Equity allows amendment of

12、deed by oral agreement to prevent party from suing under the deed if he agree the amendment earlier: Berry v Berry.Defendant agued Estoppel: plaintiff promised reduced rent, defendant relied on the promise, P shall be estopped to deny the promise later. .Defendant agued: Waiver : relinquish ones rig

13、ht / privilegePlaintiff accept 1250 pounds from 1940-1945 without protest P waived the right to asked for full rent during this period. .Lord Denning: law 1. Parol evidence rule:In common law, deed cannot be varied by oral agreement Equity can only enforce the amendment if there is consideration .Lo

14、rd Denning: law 2. Estoppel (old law)Only apply to representation of factReduction of rent is not a fact, but a promiseEstoppel doesnt apply.Lord Denning: Law Estoppel (new development)If A make a promise to BKnowing that B will rely on the promise, B actually rely on it; A will be estopped from den

15、y the promise Hence, Estoppel also apply to promise. .Lord Denning: law Estoppel (new development)Promisor intends to be legally boundPromisor intends to be relied on by promiseePromisee actually relied on it. Equity will not allow promisor deny it .Lord Denning 5. Estoppel (new development)The prom

16、ise shall be enforceable even though there is no consideration. In other wordsAt common law, there is no contract, but at equity, there is enforceable promise. .Lord Denning: ApplicationPromise of reducing rent is binding because: Plaintiff intend to be legally boundKnew defendant will rely upon Def

17、endant actually paid 1250 .Lord Denning: ApplicationPromise of reduction for how long?Reduction only apply the period when the building could not fully let b/c war;After war, fully occupied, promise of reduction ceased to apply. .Lord Denning: ApplicationPromise of reduction for how long?Reduction o

18、nly apply the period when the building could not fully let b/c war;After war, fully occupied, promise of reduction ceased to apply. .Decision:Full rent shall be paid for the period from September December 1945.High Trees DoctrineObiter dictum: if promise intended to be binding, intended to be acted on and in fact acted on it is binding so far as its terms properly apply. Promissory Estoppel .It is an obiter Why it is an obiter, not ratio? .合同法：合同的變卦第77條當(dāng)事人協(xié)商一致，可以變卦合同。 法律、行政法規(guī)規(guī)定變卦合同該當(dāng)辦理同意、登記等手續(xù)的，按照其規(guī)定。第78條當(dāng)事人對合同變卦