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Contents

Table of Statutes
Table of Secondary Legislation
Table of Cases
Chapter 1:

The Agreement to Contract
1.1
1.2
1.3
1.4
1.4.1
1.4.2
1.4.2.1
1.4.2.2
1.4.2.3
1.4.2.4
1.4.2.5
1.5
1.6
1.6.1
1.6.2
1.6.3
1.6.4
1.7
1.7.1
1.7.2
1.7.3
1.7.4
1.7.5
1.7.6
1.8
1.8.1
1.8.2
1.8.3
1.8.4
1.8.5
1.8.6
1.8.7
1.9
1.9.1
1.10

Chapter 2:

Introduction
Elements required for a valid simple contract
The phenomenon of agreement
Offer
Specific and general offers
Offers and invitations to treat
Pre-contract negotiations
Auction sales
Displays of goods for sale
Advertisements
Running a bus service
Communication of offers
Duration of offers
Revocation
Lapse of time
Death
Failure of a condition precedent
Acceptance
The fact of acceptance
Qualified acceptance and counter-offers
Requests for information compared with counter-offers
The battle of the forms
Certainty
Tenders
Communication of acceptance
Silence
Acceptance by post
Instantaneous and near instantaneous forms of
communication
Contracts concluded by using “shrink wrap”, “click wrap” or
“browse wrap”
Confusing communications
Cross-offers
Revocation of posted acceptance
Acceptance: a summary
Contract formation: a summary
Summary

Consideration
2.1
2.2
2.2.1
2.3
2.4
2.4.1

Introduction
Types of consideration
The principle in Lampleigh v Brathwait
Consideration must move from the promisee
Consideration must be of some value
Adequacy of consideration
i

2 4.1 4.1 3.2.2.5 Chapter 3: Intention to Create Legal Relations 3.3.4 4.2.2 2.3.1 5.2 3.3 3.3 4.2 5.2.2.2.3 3.1 4.8 4.3.1 3.2 5.6 4.2.3.3.2.2.3.3.3.5 4.2 3.2.5 3.3 4.2 5.3.2.3.3 4.3.2 2.1 4.2 4.4.1 5.2.7 4.4.3.1 2.4 ii Introduction Social and domestic arrangements Husband and wife Children and parents Other social arrangements Commercial agreements Cases in which the existence of an intention to create legal relations is denied by the courts or by statute Letters of comfort Summary Terms of a Contract 4.1 4.3 Chapter 5: Insufficiency of consideration Performance of existing duties Part-payment of debt Summary Introduction A term of the contract? Signature Notice Previous course of dealing Construction of exemption clauses The contra proferentem rule Negligence Seriousness of the breach Common law reasons for failure .2 4.2.3 5.2.2 4.CONTENTS 2.1 5.2.3.4 4.4 3.6 Chapter 4: 4.5 Introduction Express terms Oral contracts Written contracts: the parol evidence rule Incorporation of statements as terms of a contract Implied terms Terms implied by the courts Terms implied by statute Implied terms as to title The goods will correspond with their description Common issues between satisfactory quality and fitness for purpose Satisfactory quality Fitness for purpose Sale by sample Excluding the implied terms from consumer sales Supply of services Terms implied by custom The classification of terms – conditions and warranties Innominate or intermediate terms Summary Exemption Clauses and Unfair Terms 5.2.4.2.4.2.1 4.2.3 5.3.3 5.3.

1 5.3.5.CONTENTS 5.3 6.4.6 6.1.3.7 5.2 6.3.3.1 7.5.4.2 7.5.1.6 5.4.4.4 5.3 7.1.4 7.4.3 5.1.1 6.3 6.1 5.4 5.6 5.4.5.5 5.4.7 Chapter 6: Misrepresentation 6.5.1 6.1.2.5.1 6.2 5.1 5.2.1 7.1 6.2.2.4.4 5.4.4.2 5.3 6.2 6.1 6.4.5.5.3 Introduction Duress at common law The development of the doctrine Economic duress The effects of duress The equitable notion of undue influence Actual undue influence Undue influence where a relationship of trust and confidence exists Undue influence exercised by a third party iii .5 5.3 5.1.5 6.4 6.3.4.4.4.4 6.1 6.4.1 7.2 6.4.2.1.2 6.3.2 7.3.4.3.2.7 Chapter 7: Misrepresentation Overriding undertaking Third parties Collateral contracts Unfair Contract Terms Act 1977 Scope of the Act Negligence: definition Concept of the consumer: s12 Terms made totally ineffective Terms subject to the test of reasonableness The requirement of reasonableness Secondary contracts s13 clauses Unfair Terms in Consumer Contracts Regulations 1999 Consumer Protection Act 1987 Summary Introduction The misrepresentation must be one of fact (or law?) Statements of opinion Statements of intention The effect of silence The misrepresentation must have induced the contract The types of misrepresentation Fraudulent misrepresentation Negligent misrepresentation under the Misrepresentation Act 1967 Innocent misrepresentation Remedies for misrepresentation Affirmation Rescission: general principles Loss of right to rescind Damages Fraudulent misrepresentation s2(1) Misrepresentation Act 1967 Innocent misrepresentation Damages in lieu of rescission Exclusion of liability for misrepresentations Summary Duress and Undue Influence 7.4.2 6.2 7.3 6.3 6.

4.3.6 9.7 9.3.10.5 iv The effects of undue influence and bars to relief Inequality of bargaining power and unconscionability Statutory protection afforded to consumers Summary Introduction The general rule Exceptions: third party rights Contracts (Rights of Third Parties) Act 1999 Collateral contracts Statutes Equity Damages on behalf of another The law of agency s56 Law of Property Act 1925 Exceptions: third party obligations Obligations concerning land Obligations concerning personal property (chattels) Privity and exemption/exclusion clauses Summary .3.9.6 7.3.3 8.10.10.4.3.2 9.2 8.5 9.7.3 9.2 9.4 8.9 8.3.4 8.6 8.3 8.10.3 8.3.11 8.3.3 9.1 8.10.6 8.4 7.5 8.3 8.5 8.1 9.2 8.1 8.7.2 8.1 8.1 8.4 9.7.5 7.7 Chapter 8: Illegality 8.3 9.12 Chapter 9: Introduction Contracts to commit a crime Contracts to commit a civil wrong Subject-matter ordered for an unlawful purpose Unlawful manner of performance Contracts to indemnify against liability for unlawful acts Contracts contrary to public policy Contracts tending to lead to corruption in public life Contracts promoting sexual immorality Contracts prejudicial to the administration of justice Trading with the enemy Contracts relating to matrimonial matters Contracts to oust the jurisdiction of the courts Contracts restricting personal liberty Contracts in restraint of trade The test of reasonableness Different types of covenant The effects of illegality The intention of the parties Contracts unlawful per se Recovery of money or property Withdrawal from the illegal contract The statutory authorisation of restitution Parties not in pari delicto (equally wrong) Restitution without reliance on the illegal contract Severance Summary Privity of Contract 9.2 9.CONTENTS 7.3.10 8.1 8.7.10.4 8.1 9.2 8.7 8.9.3.7.1 9.10.7.3.8 8.4.4.2 8.4 9.

1.5 10.2 11.3.CONTENTS Chapter 10: Discharge of Contract 10.4 11.3.12 Introduction Basis for an award for damages Damages: remoteness of damage Causation Quantum of damages: general principles Time for assessment of loss The market value rules The effect of taxation Speculative damages Damages for non-pecuniary losses and the consumer surplus Mitigation of loss Contributory negligence Liquidated damages and penalties Deposits and part-payments Equitable remedies Specific performance Effect of a decree of specific performance on other remedies Mutuality Specific performance in particular situations Defences to specific performance Injunctions Restrictions Damages in equity: Chancery Amendment Act 1858 (Lord Cairns’ Act) v .11.3 11.9 11.4 10.3 11.1 10.4 11.11.1.6 11.10 11.5 11.2.4 10.7 11.5 10.11.5.3 10.6 Introduction Discharge by performance: terms of the contract Severable contracts or obligations Voluntary acceptance of partial performance Substantial performance Prevention of performance by the promisee Tender of performance Time of performance Discharge by agreement Bilateral discharge Accord and satisfaction Rescission Variation Waivers Provision in the contract for discharge Unilateral discharge Discharge by breach Discharge by frustration The development of the doctrine Examples of possible frustrating events Limitations on the scope of the doctrine The effects of frustration at common law The Law Reform (Frustrated Contracts) Act 1943 Summary Chapter 11: Remedies for Breach of Contract 11.3.1 11.1.1 11.3 10.4 10.4 10.5.1.2.2 10.1 11.2.3 11.2.1 11.5.11.11.1 11.3 10.8 11.11.5.2 10.1 10.2 11.5 10.3.5.1 10.6 10.5.5.2 10.5 10.6 10.2.4 11.11 11.3.5.3.5.2.2 11.3 10.1 10.11.2 11.3.2 10.2.7 10.

12.1 11.1 11.13 11.13.14 Measure of damages under s50 Senior Courts Act 1981 Limitation of actions: basic rules Fraud and mistake Disabilities and minors Summary Answers to Self-assessment Questions Index vi .13.CONTENTS 11.2 11.

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