First Principles of Business Law

Question 2.

Sunny says that she does not want to perform in the show. She thinks she might be able to avoid carrying out her promises on grounds of breach of contract. She argues that even if it was not an express term of the contract that she would be playing opposite Georgie Ripper, this term can be implied into the contract ad hoc. To succeed in this argument, which of the following would Sunny have to prove?

(a) That it would have appeared to an officious bystander, in the circumstances, that such a term is reasonable and that the party relying on the suggested term would not have entered into the contract without it.

(b) That it was obvious from the circumstances that both parties must have intended to include the suggested term in their contract; and there is an important gap in the agreed terms that makes the implied term necessary.

(c) That, without that term, the party relying on it would be deprived of the substantial benefit for which they had entered into the contract. 

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