Innominate Term in Contract Law

An innominate term, also known as an intermediate term, is a type of term in contract law that does not fall into the category of either a condition or a warranty.

A condition is a term in a contract that is so essential that its breach allows the innocent party to terminate the contract and claim damages. A warranty, on the other hand, is a term in a contract that is less essential and does not give rise to a right to terminate the contract, but only a claim for damages.

In contrast, an innominate term is a term that falls somewhere in between a condition and a warranty. The effect of a breach of an innominate term depends on the severity of the breach and the impact it has on the contract.

If the breach is serious and goes to the root of the contract, the innocent party may terminate the contract and claim damages as if it were a condition. If the breach is not serious and does not go to the root of the contract, the innocent party may only claim damages as if it were a warranty.

Courts use a contextual approach to determine whether a term is an innominate term or falls into the category of a condition or a warranty. Factors such as the importance of the term to the contract, the consequences of the breach, and the intentions of the parties are taken into consideration.
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