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Hello, I was wondering for the 10 sheets of notes we are allowed to bring in, the rules are you are not allowed to bring in mock answers etc. I am conducting revision in the structure of IRAC, so if I brought an irac grid [no context or situations or long explanations] just the issue in one box and some cases in the other [all bullet pointed], is that considered mock answers?

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Thanks for all the suggestions for revision topics. Will cover what we can in the week 10 lecture.

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Please could you go over award of an agreed price from the reading?

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brief overview of how to add each topic into a problem question...

perhaps showing us how to do it for the exam

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could you cover privacy and terms of a contract

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Please could we revisit mistake and where lost chances fit within the expectation measure. Are they part of cost of cure?

Thanks.

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Promissory estoppel, mistake, all the ways a contract can end and the corresponding remedies (e.g. misrepresentation, undue influence)

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Promissory estoppel, mistake, all the ways a contract can end and the corresponding remedies (e.g. misrepresentation, undue influence)

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If the courts are willing to recognise express obligations of good faith in contracts but are hesitant to construe these obligations beyond particular provisions, why can't/don't parties include express obligations of good faith that apply generally to the whole contract rather than particular provisions?

Would that not save them the trouble of having to argue in court as to whether or not the express obligations relate to specific purposes or to the whole performance of the contract?

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Points to remember when negotiating the heads of terms: - They should create a organised and set structure for the transaction - Sufficient detail is expected in the Heads of - Terms to ensure that protracted negotiations are not required, which will only result in delays and higher legal costs.

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Heads of terms are a document setting out the main terms of a commercial agreement reached between parties in a transaction. Heads of terms can also be known as a letters of intent or memoranda of understanding.

Following the parties initial negotiations, heads of terms are prepared to set out the agreed basic terms of a contract or commercial lease before the finer details are negotiated.

(Taken from LexisNexis)

The price

The identities of the parties

The fundamental purpose of the contract

The terms of the contract/transaction

Confidentiality agreements

Any protection for the parties in the event of a failed transaction

Any unusual provisions which are key to whether a party would proceed with the transaction or not

Are they legally binding?

Heads of terms are expressly stated to be not legally binding and "subject to contract".

However, parties sometimes agree that certain clauses in a Heads of Terms Agreement are legally binding. They can have legal force depending on how they're drafted.

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White Blue Simple Executive Summary Document A4

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https://firm1.my.canva.site/

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Heads of terms are an agreement (in principle) between two parties, but which are subject to a formal contract. A heads of terms document sets out the key commercial principles which the parties have discussed during their negotiations and which they intend will form the basis of a future , more detailed contract. ​​ It will include the preliminary terms that have been agreed upon prior to the drafting of their definitive agreements but does not force obligations of them.

Usually there is no legal obligation for the two parties to complete a transaction on these previously specified terms as it just sets out the key Commercial principles. However, should the heads of terms contain a lock out/exclusivity clause, this is a legally binding clause that prevents parties from negotiating with any other party or person for a fixed period of time.

What are the Legal implications of Heads of terms?

While the document itself may not be legally binding, certain clauses within it may have legal implications . For example, confidentiality and exclusivity clauses are often included which then make the agreement legally enforceable.

The terms included are not legally binding but are statements of intent before the parties enter the full contract which would be legally enforceable once signed. if you do not want to be bound by the heads of terms, so you have 'wriggle room', then ideally the document should be headed 'subject to contract'. That should help rebut the presumption that you intended to enter into contractual relations through use of the heads of terms. Even where a document is headed subject to contract, a contract can be formed. If you want to protect yourself from inadvertently entering into a contract, take expert legal advice.

What should be included in a Heads of terms?

Parties- The Heads of Terms should include the parties involved in the final agreement.

Enforceability - The parties may have different opinions as to which clauses should be legally binding or not, therefore it should be expressly stated and agreed upon as to which provisions are legally binding.

Confidentiality - If information supplied requires non-disclosure agreements etc, the nature of the information supplied should be stated.

Additional elements and conditions specific to the contract- can include prices, payment terms, restrictions etc that directly apply to the agreement.

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Dark Blue and Green Bold Tech Software Development Business Website

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Heads of terms are an agreement (in principle) between two parties, but which are subject to a formal contract. A heads of terms document sets out the key commercial principles which the parties have discussed during their negotiations and which they intend will form the basis of a future , more detailed contract.