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Contract law
Contract Law Notes
Agreement: offer and acceptance
What is an offer?
Shops and displays of goods
Advertisements
Correspondence
Auctions
Tenders
Ticket machines
Acceptance
The need for an unqualified assent
Silence as acceptance
Acceptance and unilateral contracts
The need for communication
Instantaneous forms of communication
Non-instantaneous forms of communication: the postal rule
Waiving the requirement of communication
Must the offeror know of the offer?
Acceptance of standing offers
Acceptance of conditional offers
Revocation of an offer to enter into a unilateral contract
Cross-offers
Termination of an offer
Counter-offers
Revocation
Lapse of offer
Battle of the forms
Contracts formed otherwise than by offer and acceptance
The agreement must be sufficiently certain
Effect of acceptance
Formalities
Consideration and estoppel
What is consideration?
The need for a request
Consideration as benefit or detriment
Executory and executed consideration
Past consideration
Consideration must move from the promisee
Consideration must be sufficient but need not be adequate
Forbearance
A promise to perform, or the performance of, an existing duty
An existing duty under general law
An existing duty to a third party
An existing duty to the defendant
A promise to pay more
A promise to accept less
Promissory estoppel
What are the requirements for promissory estoppel?
Promissory estoppel cannot create a cause of action
Is promissory estoppel extinctive or merely suspensory?
Intention to create legal relations
Terms
Express terms
Term or mere representation?
Collateral contracts
Parol evidence rule
Incorporation of written terms
Signed documents
Unsigned documents
Incorporation by course of dealing
Incorporation by trade practice
Implied terms
Terms implied by custom
Terms Implied in fact
Terms Implied by law
Breach
Actual breach
Anticipatory breach
Renunciation and intention
The relevance of the seriousness of the consequences of the threatened non-performance
The effect of an anticipatory breach
The principle in White & Carter
Remedies for breach of contract
Termination
Damages
Compensatory damages
Expectation Damages
The minimum performance rule
The net loss rule
The breach date rule
Measuring loss: cost of cure and difference in value
Non-pecuniary loss
Third party loss
Alternative measures of loss
Loss of a chance
Wasted expenditure
Negotiating damages
For how much of the claimant’s loss will the defendant be liable?
Causation
Mitigation
Remoteness
Foreseeability and assumption of responsibility
Agreed damages
Action in debt
Account of profits
Specific performance and mandatory injunctions
Prohibitory injunctions
Exclusion Clauses
What are exclusion clauses?
The use and abuse of exclusion clauses
Establishing liability for breach of contract
Common law controls on the use of exclusion clauses
Incorporation
Signed documents
Unsigned documents
How onerous and/or unusual is the clause?
Is the clause contained in a contractual document?
Timing
Incorporation by course of dealing
Trade practice
Construction
Excluding or limiting liability for negligence
Other common law controls
Excluding liability for fraud
Misrepresentation
Statutory controls on the use of exclusion clauses
Unfair Contract Terms Act 1977
Consumer Rights Act 2015
Mistake
Introduction
Unilateral mistake
Unilateral mistake and the objective approach
There is genuine ambiguity as to what was agreed
B contributed to A’s mistake
A is mistaken as to a term of the contract and B is aware of A’s mistake
What if B did not, but should have, realised that A was mistaken?
A is mistaken as to B’s identity and B is aware of A’s mistake
Written contracts
Face-to-face dealings
Unilateral mistake and relief in equity
Common Mistake
Introduction
Starting point
Existing mistake as at the date of the contract
The different types of common mistake
Common mistake as to existence of the subject-matter
Common mistake as to possibility of performance
Common mistake as to a quality of the subject-matter
Is there a separate doctrine of common mistake in equity?
Misrepresentation
Introduction
The statement must be one of fact
The statement must be false or misleading
The statement must have induced the addressee to enter into a contract
Does the misrepresentation have to be the sole inducement?
What if the claimant could have discovered the truth?
The statement must have been addressed to the claimant
Misrepresentation by whom?
Liability through non-disclosure
Continuing effect and changes of circumstance
Remedies
Rescission
How to effect rescission
Bars to rescission
Impossibility of restitution
Affirmation
Third-party rights
Misrepresentation Act 1967, s 2(2)
Lapse of time
Indemnity
Damages
Damages for the tort of deceit
What is fraud?
Shutting one’s eyes to the truth
The measure of damages
Loss of opportunity but not loss of bargain
Negligence
Misrepresentation Act 1967 s 2(1)
Misrepresentation Act 1967 s 2(2)
Meaning of ‘entitled . . . to rescind’
Contributory fault
Exclusion and limitation of liability
Contributory Fault
Exclusion and Limitation of Liability
Frustration
What is frustration?
When will a contract be frustrated?
A significant change in the nature of the parties’ outstanding contractual rights and duties
Destruction or non-availability of subject-matter
Non-occurrence of an event
Illegality
Performance becomes more onerous
The contract makes no provision for the change which has occurred
The change was not brought about by the party who is claiming that the contract is frustrated
The consequences of frustration
The position at common law
Law Reform (Frustrated Contracts) Act 1943
Case summaries
Contract case summaries: A – F
Contract case summaries: G – M
Contract case summaries: N – Z
Q & As
Alf’s Art Gallery
Alf’s Art Gallery Answer Notes
Archie’s Housing Development
Archie’s Housing Development Answer Notes
Bert’s Car Purchase
Bert’s Car Purchase Answer Notes
Bunny’s Boat & Bill’s Car
Bunny’s Boat and Bill’s Car Answer Notes
Cody’s Sunbed Situation
Cody’s Sunbed Situation Answer Notes
Dan’s Kitchen Supplies
Dan’s Kitchen Supplies Answer Notes
Finn’s Coffee Shop
Finn’s Coffee Shop Answer Notes
Fire at Alf’s Garage
Fire at Alf’s Garage Answer Notes
Frieda’s House Extension
Frieda’s House Extension Answer Notes
Leo’s Car Restoration
Leo’s Car Restoration Answer Notes
Portrait Painting
Portrait Painting Answer Notes
Professor Dull’s Textbook
Professor Dull’s Textbook Answer Notes
Professor Slope’s Textbook
Professor Slope’s Textbook Answer Notes
Teddy Bears and Writing Desks
Teddy Bears and Writing Desks Answer Notes
Contract law
Contract Law Notes
Agreement: offer and acceptance
What is an offer?
Shops and displays of goods
Advertisements
Correspondence
Auctions
Tenders
Ticket machines
Acceptance
The need for an unqualified assent
Silence as acceptance
Acceptance and unilateral contracts
The need for communication
Instantaneous forms of communication
Non-instantaneous forms of communication: the postal rule
Waiving the requirement of communication
Must the offeror know of the offer?
Acceptance of standing offers
Acceptance of conditional offers
Revocation of an offer to enter into a unilateral contract
Cross-offers
Termination of an offer
Counter-offers
Revocation
Lapse of offer
Battle of the forms
Contracts formed otherwise than by offer and acceptance
The agreement must be sufficiently certain
Effect of acceptance
Formalities
Consideration and estoppel
What is consideration?
The need for a request
Consideration as benefit or detriment
Executory and executed consideration
Past consideration
Consideration must move from the promisee
Consideration must be sufficient but need not be adequate
Forbearance
A promise to perform, or the performance of, an existing duty
An existing duty under general law
An existing duty to a third party
An existing duty to the defendant
A promise to pay more
A promise to accept less
Promissory estoppel
What are the requirements for promissory estoppel?
Promissory estoppel cannot create a cause of action
Is promissory estoppel extinctive or merely suspensory?
Intention to create legal relations
Terms
Express terms
Term or mere representation?
Collateral contracts
Parol evidence rule
Incorporation of written terms
Signed documents
Unsigned documents
Incorporation by course of dealing
Incorporation by trade practice
Implied terms
Terms implied by custom
Terms Implied in fact
Terms Implied by law
Breach
Actual breach
Anticipatory breach
Renunciation and intention
The relevance of the seriousness of the consequences of the threatened non-performance
The effect of an anticipatory breach
The principle in White & Carter
Remedies for breach of contract
Termination
Damages
Compensatory damages
Expectation Damages
The minimum performance rule
The net loss rule
The breach date rule
Measuring loss: cost of cure and difference in value
Non-pecuniary loss
Third party loss
Alternative measures of loss
Loss of a chance
Wasted expenditure
Negotiating damages
For how much of the claimant’s loss will the defendant be liable?
Causation
Mitigation
Remoteness
Foreseeability and assumption of responsibility
Agreed damages
Action in debt
Account of profits
Specific performance and mandatory injunctions
Prohibitory injunctions
Exclusion Clauses
What are exclusion clauses?
The use and abuse of exclusion clauses
Establishing liability for breach of contract
Common law controls on the use of exclusion clauses
Incorporation
Signed documents
Unsigned documents
How onerous and/or unusual is the clause?
Is the clause contained in a contractual document?
Timing
Incorporation by course of dealing
Trade practice
Construction
Excluding or limiting liability for negligence
Other common law controls
Excluding liability for fraud
Misrepresentation
Statutory controls on the use of exclusion clauses
Unfair Contract Terms Act 1977
Consumer Rights Act 2015
Mistake
Introduction
Unilateral mistake
Unilateral mistake and the objective approach
There is genuine ambiguity as to what was agreed
B contributed to A’s mistake
A is mistaken as to a term of the contract and B is aware of A’s mistake
What if B did not, but should have, realised that A was mistaken?
A is mistaken as to B’s identity and B is aware of A’s mistake
Written contracts
Face-to-face dealings
Unilateral mistake and relief in equity
Common Mistake
Introduction
Starting point
Existing mistake as at the date of the contract
The different types of common mistake
Common mistake as to existence of the subject-matter
Common mistake as to possibility of performance
Common mistake as to a quality of the subject-matter
Is there a separate doctrine of common mistake in equity?
Misrepresentation
Introduction
The statement must be one of fact
The statement must be false or misleading
The statement must have induced the addressee to enter into a contract
Does the misrepresentation have to be the sole inducement?
What if the claimant could have discovered the truth?
The statement must have been addressed to the claimant
Misrepresentation by whom?
Liability through non-disclosure
Continuing effect and changes of circumstance
Remedies
Rescission
How to effect rescission
Bars to rescission
Impossibility of restitution
Affirmation
Third-party rights
Misrepresentation Act 1967, s 2(2)
Lapse of time
Indemnity
Damages
Damages for the tort of deceit
What is fraud?
Shutting one’s eyes to the truth
The measure of damages
Loss of opportunity but not loss of bargain
Negligence
Misrepresentation Act 1967 s 2(1)
Misrepresentation Act 1967 s 2(2)
Meaning of ‘entitled . . . to rescind’
Contributory fault
Exclusion and limitation of liability
Contributory Fault
Exclusion and Limitation of Liability
Frustration
What is frustration?
When will a contract be frustrated?
A significant change in the nature of the parties’ outstanding contractual rights and duties
Destruction or non-availability of subject-matter
Non-occurrence of an event
Illegality
Performance becomes more onerous
The contract makes no provision for the change which has occurred
The change was not brought about by the party who is claiming that the contract is frustrated
The consequences of frustration
The position at common law
Law Reform (Frustrated Contracts) Act 1943
Case summaries
Contract case summaries: A – F
Contract case summaries: G – M
Contract case summaries: N – Z
Q & As
Alf’s Art Gallery
Alf’s Art Gallery Answer Notes
Archie’s Housing Development
Archie’s Housing Development Answer Notes
Bert’s Car Purchase
Bert’s Car Purchase Answer Notes
Bunny’s Boat & Bill’s Car
Bunny’s Boat and Bill’s Car Answer Notes
Cody’s Sunbed Situation
Cody’s Sunbed Situation Answer Notes
Dan’s Kitchen Supplies
Dan’s Kitchen Supplies Answer Notes
Finn’s Coffee Shop
Finn’s Coffee Shop Answer Notes
Fire at Alf’s Garage
Fire at Alf’s Garage Answer Notes
Frieda’s House Extension
Frieda’s House Extension Answer Notes
Leo’s Car Restoration
Leo’s Car Restoration Answer Notes
Portrait Painting
Portrait Painting Answer Notes
Professor Dull’s Textbook
Professor Dull’s Textbook Answer Notes
Professor Slope’s Textbook
Professor Slope’s Textbook Answer Notes
Teddy Bears and Writing Desks
Teddy Bears and Writing Desks Answer Notes
Tort law
Tort Law Notes
Intentional interference with the person
Trespass to the person
Battery
Assault
False imprisonment
Defences to trespass to the person – introduction
Consent
Statutory and common law powers
Necessity
Self-defence
Contributory negligence
Fundamental dishonesty
Remedies for trespass to the person
The rule in Wilkinson v Downton
The Protection from Harassment Act 1997
Tort law
Tort Law Notes
Intentional interference with the person
Trespass to the person
Battery
Assault
False imprisonment
Defences to trespass to the person – introduction
Consent
Statutory and common law powers
Necessity
Self-defence
Contributory negligence
Fundamental dishonesty
Remedies for trespass to the person
The rule in Wilkinson v Downton
The Protection from Harassment Act 1997
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Contract law
Contract Law Notes
Agreement: offer and acceptance
What is an offer?
Shops and displays of goods
Advertisements
Correspondence
Auctions
Tenders
Ticket machines
Acceptance
The need for an unqualified assent
Silence as acceptance
Acceptance and unilateral contracts
The need for communication
Instantaneous forms of communication
Non-instantaneous forms of communication: the postal rule
Waiving the requirement of communication
Must the offeror know of the offer?
Acceptance of standing offers
Acceptance of conditional offers
Revocation of an offer to enter into a unilateral contract
Cross-offers
Termination of an offer
Counter-offers
Revocation
Lapse of offer
Battle of the forms
Contracts formed otherwise than by offer and acceptance
The agreement must be sufficiently certain
Effect of acceptance
Formalities
Consideration and estoppel
What is consideration?
The need for a request
Consideration as benefit or detriment
Executory and executed consideration
Past consideration
Consideration must move from the promisee
Consideration must be sufficient but need not be adequate
Forbearance
A promise to perform, or the performance of, an existing duty
An existing duty under general law
An existing duty to a third party
An existing duty to the defendant
A promise to pay more
A promise to accept less
Promissory estoppel
What are the requirements for promissory estoppel?
Promissory estoppel cannot create a cause of action
Is promissory estoppel extinctive or merely suspensory?
Intention to create legal relations
Terms
Express terms
Term or mere representation?
Collateral contracts
Parol evidence rule
Incorporation of written terms
Signed documents
Unsigned documents
Incorporation by course of dealing
Incorporation by trade practice
Implied terms
Terms implied by custom
Terms Implied in fact
Terms Implied by law
Breach
Actual breach
Anticipatory breach
Renunciation and intention
The relevance of the seriousness of the consequences of the threatened non-performance
The effect of an anticipatory breach
The principle in White & Carter
Remedies for breach of contract
Termination
Damages
Compensatory damages
Expectation Damages
The minimum performance rule
The net loss rule
The breach date rule
Measuring loss: cost of cure and difference in value
Non-pecuniary loss
Third party loss
Alternative measures of loss
Loss of a chance
Wasted expenditure
Negotiating damages
For how much of the claimant’s loss will the defendant be liable?
Causation
Mitigation
Remoteness
Foreseeability and assumption of responsibility
Agreed damages
Action in debt
Account of profits
Specific performance and mandatory injunctions
Prohibitory injunctions
Exclusion Clauses
What are exclusion clauses?
The use and abuse of exclusion clauses
Establishing liability for breach of contract
Common law controls on the use of exclusion clauses
Incorporation
Signed documents
Unsigned documents
How onerous and/or unusual is the clause?
Is the clause contained in a contractual document?
Timing
Incorporation by course of dealing
Trade practice
Construction
Excluding or limiting liability for negligence
Other common law controls
Excluding liability for fraud
Misrepresentation
Statutory controls on the use of exclusion clauses
Unfair Contract Terms Act 1977
Consumer Rights Act 2015
Mistake
Introduction
Unilateral mistake
Unilateral mistake and the objective approach
There is genuine ambiguity as to what was agreed
B contributed to A’s mistake
A is mistaken as to a term of the contract and B is aware of A’s mistake
What if B did not, but should have, realised that A was mistaken?
A is mistaken as to B’s identity and B is aware of A’s mistake
Written contracts
Face-to-face dealings
Unilateral mistake and relief in equity
Common Mistake
Introduction
Starting point
Existing mistake as at the date of the contract
The different types of common mistake
Common mistake as to existence of the subject-matter
Common mistake as to possibility of performance
Common mistake as to a quality of the subject-matter
Is there a separate doctrine of common mistake in equity?
Misrepresentation
Introduction
The statement must be one of fact
The statement must be false or misleading
The statement must have induced the addressee to enter into a contract
Does the misrepresentation have to be the sole inducement?
What if the claimant could have discovered the truth?
The statement must have been addressed to the claimant
Misrepresentation by whom?
Liability through non-disclosure
Continuing effect and changes of circumstance
Remedies
Rescission
How to effect rescission
Bars to rescission
Impossibility of restitution
Affirmation
Third-party rights
Misrepresentation Act 1967, s 2(2)
Lapse of time
Indemnity
Damages
Damages for the tort of deceit
What is fraud?
Shutting one’s eyes to the truth
The measure of damages
Loss of opportunity but not loss of bargain
Negligence
Misrepresentation Act 1967 s 2(1)
Misrepresentation Act 1967 s 2(2)
Meaning of ‘entitled . . . to rescind’
Contributory fault
Exclusion and limitation of liability
Contributory Fault
Exclusion and Limitation of Liability
Frustration
What is frustration?
When will a contract be frustrated?
A significant change in the nature of the parties’ outstanding contractual rights and duties
Destruction or non-availability of subject-matter
Non-occurrence of an event
Illegality
Performance becomes more onerous
The contract makes no provision for the change which has occurred
The change was not brought about by the party who is claiming that the contract is frustrated
The consequences of frustration
The position at common law
Law Reform (Frustrated Contracts) Act 1943
Case summaries
Contract case summaries: A – F
Contract case summaries: G – M
Contract case summaries: N – Z
Q & As
Alf’s Art Gallery
Alf’s Art Gallery Answer Notes
Archie’s Housing Development
Archie’s Housing Development Answer Notes
Bert’s Car Purchase
Bert’s Car Purchase Answer Notes
Bunny’s Boat & Bill’s Car
Bunny’s Boat and Bill’s Car Answer Notes
Cody’s Sunbed Situation
Cody’s Sunbed Situation Answer Notes
Dan’s Kitchen Supplies
Dan’s Kitchen Supplies Answer Notes
Finn’s Coffee Shop
Finn’s Coffee Shop Answer Notes
Fire at Alf’s Garage
Fire at Alf’s Garage Answer Notes
Frieda’s House Extension
Frieda’s House Extension Answer Notes
Leo’s Car Restoration
Leo’s Car Restoration Answer Notes
Portrait Painting
Portrait Painting Answer Notes
Professor Dull’s Textbook
Professor Dull’s Textbook Answer Notes
Professor Slope’s Textbook
Professor Slope’s Textbook Answer Notes
Teddy Bears and Writing Desks
Teddy Bears and Writing Desks Answer Notes
Tort law
Tort Law Notes
Intentional interference with the person
Trespass to the person
Battery
Assault
False imprisonment
Defences to trespass to the person – introduction
Consent
Statutory and common law powers
Necessity
Self-defence
Contributory negligence
Fundamental dishonesty
Remedies for trespass to the person
The rule in Wilkinson v Downton
The Protection from Harassment Act 1997
