CONTRACT LAW REVISION NOTES
GDL (University of Law)
Flowcharts
Formation of Contracts
Breach of Contract – Express Terms
Breach of Contract – Implied Terms
Exemption Clauses
Doctrine of Frustration
False Preliminary Statements
Undue Influence
Economic Duress
Key Authorities
Formation of Contracts
Breach of Contract
Remedies for Breach
Discharge of Contract
Preliminary Statements
Consent to Contract
Agency
Negotiations and Tenders
All notes correct and Distinction worthy as of
academic year 2019/20
, FORMATION OF CONTRACTS
Is there an agreement?
OFFER ACCEPTANCE
“An expression of willingness to contract on certain “A final and unqualified expression of assent to the
terms, made with the intention that it shall become terms of an offer” – Professor Treitel
binding as soon as it is accepted by the person to
whom it is addressed” – Professor Treitel This must be communicated by the offeree or their
authorised agent, unless a unilateral contract or
Distinguished from an ‘invitation to treat’ specified that silence = acceptance
There must be certainty of offer and acceptance – Scammell v Ouston
The offer must not have been revoked or lapsed
Was there contractual intention?
COMMERCIAL AGREEMENTS NON-COMMERCIAL AGREEMENTS
There is a presumption of intention to create legal There is a presumption of no intention to create
relations (Edwards v Skyways) legal relations (Balfour v Balfour)
But this may be rebutted if there is specific But this may be rebutted in specific circumstances
wording (Rose & Frank Co v Crompton Bros) (Merritt v Merritt)
Has consideration been provided?
CONSIDERATION
“The price you pay for another’s promise”
It need not be adequate but must be sufficient (Chappell v Nestle)
What is provided should either be of benefit to the receiver, or detriment
to the giver (Currie v Misa)
It must have some economic value (Thomas v Thomas)
Identify any issues with the consideration provided
PAST CONSIDERATION CONTRACTUAL DUTY LEGAL DUTY
Is not normally sufficient Is not normally sufficient (Stilk v Is not normally sufficient (Collins v
(Roscorla v Thomas) unless: Myrick) unless: Godfrey) unless:
Act at promisor’s request Duties are exceeded Public duty is exceeded
(Lampleigh v Brathwait) (Hartley v Ponsonby) (Glasbrook Bros v Glamorgan CC)
AND understanding of reward OR extra benefit is conferred on OR would not be contrary to
(Re Casey’s Patents)
promisor (Williams v Roffey Bros) public policy (Williams v Williams)
AND otherwise a valid contract
, PART PAYMENT OF UNDISPUTED DEBTS
Is not normally sufficient (Foakes v Beer) unless:
EITHER Debtor gives something different or pays early
(Pinnel’s Case)
OR Promissory Estoppel applies as set out in High Trees:
Promise to waive legal right (Hughes v Metropolitan Railway Co)
Promisee relied on promise to alter behaviour (Alan v El Nasr)
It would be inequitable for promisor to go back (D&C Builders v Rees)
This is only used as a defence (Combe v Combe)
The effect is to suspend the promisor’s legal rights until he gives
reasonable notice (Tool Metal Manufacturing)
Have any alterations been made to the contract?
Are there any issues with consideration for these alterations?
See above
Were there any third parties involved?
AGENCY
The relationship that arises where one person acts on behalf of another
and has the power to effect their legal position with regards to a third
party
An agent may have:
Actual authority – created by express appointment
Ostensible authority – where the principal represented that the agent
had authority; the third party relied on this representation; and the third
party altered their position due to this
GDL (University of Law)
Flowcharts
Formation of Contracts
Breach of Contract – Express Terms
Breach of Contract – Implied Terms
Exemption Clauses
Doctrine of Frustration
False Preliminary Statements
Undue Influence
Economic Duress
Key Authorities
Formation of Contracts
Breach of Contract
Remedies for Breach
Discharge of Contract
Preliminary Statements
Consent to Contract
Agency
Negotiations and Tenders
All notes correct and Distinction worthy as of
academic year 2019/20
, FORMATION OF CONTRACTS
Is there an agreement?
OFFER ACCEPTANCE
“An expression of willingness to contract on certain “A final and unqualified expression of assent to the
terms, made with the intention that it shall become terms of an offer” – Professor Treitel
binding as soon as it is accepted by the person to
whom it is addressed” – Professor Treitel This must be communicated by the offeree or their
authorised agent, unless a unilateral contract or
Distinguished from an ‘invitation to treat’ specified that silence = acceptance
There must be certainty of offer and acceptance – Scammell v Ouston
The offer must not have been revoked or lapsed
Was there contractual intention?
COMMERCIAL AGREEMENTS NON-COMMERCIAL AGREEMENTS
There is a presumption of intention to create legal There is a presumption of no intention to create
relations (Edwards v Skyways) legal relations (Balfour v Balfour)
But this may be rebutted if there is specific But this may be rebutted in specific circumstances
wording (Rose & Frank Co v Crompton Bros) (Merritt v Merritt)
Has consideration been provided?
CONSIDERATION
“The price you pay for another’s promise”
It need not be adequate but must be sufficient (Chappell v Nestle)
What is provided should either be of benefit to the receiver, or detriment
to the giver (Currie v Misa)
It must have some economic value (Thomas v Thomas)
Identify any issues with the consideration provided
PAST CONSIDERATION CONTRACTUAL DUTY LEGAL DUTY
Is not normally sufficient Is not normally sufficient (Stilk v Is not normally sufficient (Collins v
(Roscorla v Thomas) unless: Myrick) unless: Godfrey) unless:
Act at promisor’s request Duties are exceeded Public duty is exceeded
(Lampleigh v Brathwait) (Hartley v Ponsonby) (Glasbrook Bros v Glamorgan CC)
AND understanding of reward OR extra benefit is conferred on OR would not be contrary to
(Re Casey’s Patents)
promisor (Williams v Roffey Bros) public policy (Williams v Williams)
AND otherwise a valid contract
, PART PAYMENT OF UNDISPUTED DEBTS
Is not normally sufficient (Foakes v Beer) unless:
EITHER Debtor gives something different or pays early
(Pinnel’s Case)
OR Promissory Estoppel applies as set out in High Trees:
Promise to waive legal right (Hughes v Metropolitan Railway Co)
Promisee relied on promise to alter behaviour (Alan v El Nasr)
It would be inequitable for promisor to go back (D&C Builders v Rees)
This is only used as a defence (Combe v Combe)
The effect is to suspend the promisor’s legal rights until he gives
reasonable notice (Tool Metal Manufacturing)
Have any alterations been made to the contract?
Are there any issues with consideration for these alterations?
See above
Were there any third parties involved?
AGENCY
The relationship that arises where one person acts on behalf of another
and has the power to effect their legal position with regards to a third
party
An agent may have:
Actual authority – created by express appointment
Ostensible authority – where the principal represented that the agent
had authority; the third party relied on this representation; and the third
party altered their position due to this
