Innominate Term

A government-commissioned review of consumer law sets out the three-way classification that innominate terms sit within: 'It is only permissible for the innocent party to terminate the contract if the term breached is classed as a “condition”. If the term is a “warranty”, the only remedy will be damages. Some terms are regarded as “innominate terms”, which means that the remedies available depend on the seriousness of the consequences of a breach of the term in question.' Conditions and warranties are fixed in advance by their label; an innominate term is not — its consequences have to be assessed after the breach has actually happened.

The same report notes that this classification is not just theoretical, using the sale of goods context as an example: whether a buyer can reject goods for breach of an express quality term 'will depend on the classification of the contract term that has been broken: the buyer can reject if there is breach of condition or a serious breach of an innominate term.' Where the defect is minor, the same breach that would justify rejection if it were a serious problem may instead leave the buyer limited to damages — the practical uncertainty that makes innominate terms harder to plan around than conditions or warranties.