An innominate term is a legal concept referring to a term or provision in a contract that does not fall clearly into the categories of either condition or warranty. Instead, it is determined based on the specific circumstances and consequences of a breach. The classification of an innominate term depends on the significance of the breach and its impact on the overall purpose of the contract. Courts will assess the seriousness of the breach and its effect on the parties’ respective obligations to determine the appropriate remedy. This approach allows for flexibility in contract interpretation and enforcement, ensuring that parties are treated fairly and equitably in resolving disputes.
Terms of a contract that cannot be classified as conditions or warranties. The parties to a contract may label the terms of the contract as either conditions or warranties and those labels will usually be respected by the courts provided that the result is reasonable. Similarly, certain terms have traditionally been treated as conditions or warranties even though they have not been labelled as such (for example, time clauses in mercantile contracts are to be treated as conditions). Innominate terms are those that will not fit the above categories. The remedy for breach of an innominate term will depend on whether or not the breach is of a fundamental nature, i.e. that the injured party has been deprived of substantially the whole of the benefit of the contract. If the injured party has been so deprived, he will be entitled to treat the contract as repudiated and claim damages. If not, he will be entitled to damages only.
See also: Conditions and warranties.
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This glossary post was last updated: 29th March 2024.
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