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Maritime Commercial Law

Innominate Term

The description of the vessel is an innominate term. An innominate term in contract law describes a term that can neither be defined as a warranty nor a condition. Being one of the three contract terms, an innominate term is intermediate in judging the type of agreement reached under the contract. In legal reasoning, the term provides fundamental importance in establishing whether a contract breach is repudiatory or unintentional and what consequences are attached to it (Wright 2016). An innominate term of a contract is tested through repudiatory terms, focusing on the consequence of the obligations defined under the contract, not the breach in itself. As such, an event resulting from a contract breach is not relied upon in performance undertaking, rather the obligations reserved under the terminated contract.

An innominate clause can have a broad range of repercussions if broken. Other innominate phrases have little repercussions and others have significant ones. When a breach happens, the court will determine the scope of the term and guage whether or not the agreement may be legally dissolved. The court would allow the affected party to terminate the contract if the innominate term was so important that breaking it damaged the entire value of the deal for the innocent party (POOLE, DEVENNEY, & SHAW-MELLORS, 2017). Unless the innominate word is deemed modest and has a minor impact, the innocent party will most likely be limited to suing for damages rather than being able to dissolve the contract.

To be breached in innominate terms, a contract needs to pass several tests. Such include; the innocent individual being stripped of all benefits of the contract, the breach is hitting the most crucial contract aspect, increased value of action Afghanistan, the innocent party, and increased cost on them. In making the decision, the legal grounds considered are the number of damages resulting, the time lost, the value and cost on the innocent party to reduce the damages, and the effort made by the breaching party to remedy the situation. In analyzing the given case in innominate terms, these aspects are considered, with the significant consideration being how the innocent party is robbed of the benefits of the contract and its impact on the most critical aspect of the agreement.

Innominate terms on benefits of the contract

The benefits of the contract appear to occur to the plaintiff based on the terms used in its definition and the legal ground on the basis. The term used to define the contract was not an intermediate-term condition (TAYLOR & TAYLOR, 2015). Under the contractual terms, the charterers had to establish with the owners were repudiatory and the breach would not terminate the contract with the charter party. The definition term had three affidavits that can be used as an argument against the conditional aspect of the terms.

When the charter delivered the vessel on November 5, its approval was yet to be obtained by the owner. In December, the charter assumed that the subjects that had been proposed during the retrieval of the vessel were a recap of fixtures that it had exhibited in the affidavits. The recap provided that the owner’s best knowledge is acceptable as contractual breach terms as long as the owners are yet to lift subjects.

The charterers scheduled the vessel to carry Exxon goods on December 30, 1997. On the same day, the charterers inquired whether the owners had gotten Exxon approval and issued a notice ordering the owners to do so by January 5, 1998. According to the owners, the vessel would be ready for Exxon inspection by late January or early February. The charterers replied by cancelling the charter and returning the vessel to the charterers. Aikens J found at the first hearing that the 60-day guarantee was an intermediate provision, not a condition. The charterers were not authorized to terminate the charter party, which the owners had accepted.

The owners claimed damages for wrongful termination in later actions, alleging the discrepancy between the charter’s standard hiring rates and the equivalent employment secured for the vessel for the remainder of the charter period. The charterers claimed that the owners would have forfeited their Mobil permission on January 27, 1998, and would not be able to reclaim it within 30 days, i.e., February 26; as a result, the charterers would be contractually entitled to cancel, and the owners’ losses should stop at that time.

The obligation provided to the owners to obtain Exxon’s approval was not a condition. It was more of fulfilling the contractual terms of delivering their vessel within 60 days. The owners contend that it could not have obtained the approval by December 30 or in January. Even supporters of the old categorization acknowledge the need of taking the aspect of justice into account: “Where equity does not necessitate more flexibility, there is everything to be argued for, and nothing to be said about, a degree of conservatism in legal theory.” It represents the bipartite classification’s rigour, specifically the severe implications of violating a requirement classified as a condition (DAVIES 2021). Understandably, the parties are subjected to such severe penalties when they openly consented to them by specific terminology, designating a condition as such, a condition. However, if the parties fail to do so, it is up to the court to determine their purpose at the time of formation via construction.

Aside from this procedural issue, the categorization into “conditions” and “warranties” is not particularly instructive from the standpoint of substantive law because the word in question might be essential in one case but not in another. For example, the expression “Seller should notify the Buyer if the items are not available at Buyer’s facilities as agreed” might have distinct meanings depending on whether the impairment is to make or to deliver. Problems with the latter may be quickly solved by switching to a different mode of transportation.

Innominate terms on the impact of the breach

The breach’s impact is outlined clearly under legal terms defined in clause 46. Clause 46 of the case showcases a clear description of an innominate term related case. The clause showcases that the strict construction of the terms appears to be inconsistent with the situation. Such contemplates the failure of the major to obtain approval of great importance from the charterers, cementing their right to cancel. Clause 46 provides Exxon with the power to obtain approval within 60 days.

Additionally, the charterers are given the right to refuse and terminate the charter immediately when the owners are in a repudiatory breach of the contract. In the fulfilment of the case on December 20, it had not obtained the approval, and the charterers had ten days in the 60 left in the fulfilment of their obligation. The telex sent by the owners propr to the date was based on the repudiatory breach of the contract. This breach entitles the charterer to suffer the consequence of the breach, which was a large sum of money.

Clause 46 can be argued as not a proper time clause. The obligations provided under the contracts did not approve the delivery date or charter party date for either of the parties. The submissions on the contract provided submissions on approval of Exxon within 60 days which in itself was not a condition.

The expression of innominate terms is based on the statutory representation of categorical judicial decisions. The case is designated upon the consequences of the contract, which concludes that the involved parties have the necessary intentions of perpetuating the innocent party and refuting from their obligation. The presented performance obligation of the plaintiff showcases intent indicating that the breach is not conditional or warrantied somewhat intermediate. The breach deprives the parties of substantial benefits intended in the breach of the contract.


TAYLOR, R., & TAYLOR, D. (2015). Contact law directions. Oxford [u.a.], Oxford Univ. Press.

POOLE, J., DEVENNEY, J., & SHAW-MELLORS, A. (2017). Contract law.

WRIGHT, D. (2016). Using construction contracts: a practical guide for engineers and project managers



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