合同法合同的变更.ppt

1、High Trees Case,Promissory Estoppel,Contract Under Seal,Also called “deed” Formal written contract With corporate or notary stamp In law, contract under seal is enforceable even without consideration,Parol Evidence Rule,A contract under seal cannot be amended / changed / varied by oral agreement or

2、written agreement not under seal. In other words, formal contract cannot be changed by less formal agreement.,Estoppel - definition,Restrain, prevent, stop, or bar a principle of common law and of equity when a man, by his words or conduct, has led another to believe in something, he will not be all

3、owed to deny or change it when it would be unjust or inequitable the other. Is a shield not a sword.,Estoppel : in procedure law,Estoppel by deed: cannot deny the truthfulness of facts in deed rule of evidence Issue Estoppel: if court has determined a issue in a legal action, it cannot be argued aga

4、in in another action. Cause of Action Estoppel: A dispute cannot be tried twice Double Jeopardy,Reliance-Based Estoppel,Estoppel by representation of fact Equitable Estoppel: Promissory Estoppel (high trees case) Proprietary estoppel (real estate case),Estoppel by representation of Fact,A make a fal

5、se representation 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 Fact,Avon C

6、ounty Council v Howlett (Avon CC case) Teacher injured at work Received 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 money Sued for unjust enrichment Estoppel app

7、lied,Promissory Estoppel,A made promise (no statement of fact) to B; Promise to accept a less payment of a debt; Promise a gift Promise a contract Knowing it would be acted upon by B B relied upon the promise It is unconscionable for A to go back on his promise later.,Promissory Estoppel,According t

8、o Lord Denning A promise w/o consideration is legally binding: Promise is intended to be binding, Intended to be acted on, It has been acted on,Promissory Estoppel,Exception to the consideration rule; Not a cause of action on its own, B can sue breach of contract; A cannot argued there was not contr

9、act b/c there was no consideration,Material Facts,By contract under seal, plaintiff leased building to defendant for 2500 pounds per year for 99 years from 1937 By a letter , in 1940, because of war, agreement made to reduce rent to 1250 pounds.,Material Facts - II,The reduced rate (1250 per year) h

10、ad been paid from 1941-1945 1945, 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

11、 temporary ended in 1945, not for 99 years Estoppel only during the war.,Defendant argued:,Rent was reduced to 1250 per year for 99 years by the agreement in 1940 No consideration void at common law but enforceable at equity if parties intended to do so. Parol evidence rule: equity allow,Defendant a

12、rgued:,Equity allows amendment of 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 ag

13、ued:,Waiver : relinquish ones right / privilege Plaintiff 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 amend

14、ment if there is consideration,Lord Denning: law,2. Estoppel (old law) Only apply to representation of fact Reduction of rent is not a fact, but a promise Estoppel doesnt apply,Lord Denning: Law,Estoppel (new development) If A make a promise to B Knowing that B will rely on the promise, B actually r

15、ely on it; A will be estopped from deny the promise Hence, Estoppel also apply to promise.,Lord Denning: law,Estoppel (new development) Promisor intends to be legally bound Promisor intends to be relied on by promisee Promisee actually relied on it. Equity will not allow promisor deny it,Lord Dennin

16、g,5. Estoppel (new development) The promise shall be enforceable even though there is no consideration. In other words At common law, there is no contract, but at equity, there is enforceable promise.,Lord Denning: Application,Promise of reducing rent is binding because: Plaintiff intend to be legal

17、ly bound Knew defendant will rely upon Defendant actually paid 1250,Lord Denning: Application,Promise 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: Application,P

18、romise 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.,Decision:,Full rent shall be paid for the period from September December 1945,High Trees Doctrine,Obiter 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：合同的变更,第77条当事人协商一致，可以变更合同。 法律、行政法规规定变更合同应当办理批准、登记等手续的，依照其规定。 第78条当事人对合同变更的内容约定