Agreement displacing the common law liability of a bailee
Although the appellant, a servant, upon the purchase became a bailee of the goods, and the loss, if any, might at common law fall on the owners of the goods, that is to say the respondents, nevertheless as there was an agreement between the parties as to liability, the respondents would not be liable until the appellant proved to their reasonable satisfaction that the loss was beyond his control.
Parol evidence rule and contracts for the sale of land
Extrinsic evidence is consequently not admissible to prove that the Parties agreed material terms, which ought to have been, but were not included in the memorandum, since the admission of such evidence would plainly not satisfy the statute. See Holmes v Mitchell [1859] 7 C.B. N.S. 361. See also Chitty on Contract, 32nd Ed, vol. 1 para 13-105 at page 1074.
In any case, such extraneous oral evidence contradicted the documented agreement of the parties, and consequently, the documentary evidence of the parties would take precedence. 47. The parole evidence rule was particularly essential in this regard as it must operate to debar the Defendant from seeking to adduce extrinsic evidence to add to, vary or contradict the terms of the tenancy agreement, which for all intents and purposes constituted the sole repository of the terms of the contract.
PW 2 testified that as a middle school leaver he could read and write “small”. His secretary, who witnessed Exhibit 7, could also read and write. In the circumstances, PW2 is bound by his signature, for it is settled law that a party of full age and understanding will normally be bound by his signature on a document whether he read it or not, in the absence of evidence that the other party had misled him. See: Oppong v. Anarfi. [2011] 1 SCGLR 556.
Silence in the face of a later letter as incorporating a term into a concluded contract
We are unable to appreciate how the Defendant’s failure to object to the consent stipulation in the letter dated the 18th of August 2009, (Exhibit “B”) can retroactively incorporate unilateral terms into a concluded contract dated the 13th of August 2009 (Exhibits “E” and “H”), given that the sanctity of written contracts must invariably prevail.
Terms implied by law in an open contract for the sale of land
Authority therefore appears to be amply available in support of the proposition that prima facie there is an implied obligation on the vendor in a contract for the sale of land to make out the fee simple title to the property. When, therefore, an express indication or mention is made that it is the freehold or fee simple estate or interest which is the subject-matter of the contract, then it would seem that emphasis or stress is laid expressly upon a vital obligation or term already implied by law. Now, in the circumstances that the contract exhibit J shows the parties, the property or the estate or interest therein agreed to be conveyed, which estate or interest happens to correspond to that implied or prescribed by law; and also the price; but has left all other terms to be implied by law, it obviously appears that substantially the terms of the contract are to be implied by law, and the contract an “open contract,” the most important of the implied terms under which is the implied obligation to make out a good title, i.e. title to the legal freehold or fee simple estate or interest in the property.
