Hong Kong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd
[1962] 2 QB 26
판결 이유
Not all contractual terms can be classified as conditions or warranties. Some terms are 'innominate' (intermediate) — whether breach entitles the innocent party to terminate depends on the nature and consequences of the breach, not the label given to the term.
사실관계
A charterparty required the ship to be 'in every way fitted for ordinary cargo service'. Due to an incompetent engine room crew, the vessel was out of service for several months. The charterers purported to terminate the contract.
판결 요약
The Court of Appeal held the charterers were not entitled to terminate. Diplock LJ introduced the concept of innominate terms: the term about fitness was not a condition whose breach automatically gave a right to terminate. The test was whether the breach deprived the innocent party of substantially the whole benefit of the contract. Here, it did not — the ship could still be used for a substantial part of the charter period.
주요 인용문
"There are many contractual undertakings of a more complex character which cannot be categorised as being 'conditions' or 'warranties'... Of such undertakings all that can be predicated is that some breaches will and others will not give rise to an event which will deprive the party not in default of substantially the whole benefit which it was intended that he should obtain."
— Diplock LJ
후속 처리
The innominate term doctrine is firmly established and routinely applied in commercial contract disputes.