A contract is a voluntary arrangement between two or more parties that
is enforceable by law as a binding legal agreement.
recognises and governs the rights and duties arising from
Within jurisdictions of the civil law tradition, contract law is a
branch of the law of obligations.
At common law, formation of a contract generally requires an offer,
acceptance, consideration, and a mutual intent to be bound. Each party
must have capacity to enter the contract. Although most oral
contracts are binding, some types of contracts may require
formalities, such as being in writing or by deed.
1.1 Offer and acceptance
1.1.1 Invitation to treat
1.1.2 Electronic contracts
1.2 Intention to be legally bound
3 Formalities and writing requirements for some contracts
Contract terms: construction and interpretation
4.1 Uncertainty, incompleteness and severance
4.2 Classification of terms
4.3 Representations versus warranties
4.4 Standard terms and contracts of adhesion
4.5 Implied terms
4.5.1 Terms implied in fact
4.5.2 Terms implied in law
4.5.3 Terms implied by custom
5 Third parties
7.3 Duress and undue influence
7.4 Unconscionable dealing
7.5 Illegal contracts
7.6 Remedies for defendant on defenses
7.6.1 Setting aside the contract
126.96.36.199 United States
8.1.2 Choice of law
8.1.3 Choice of forum
8.2.2 Specific performance
10 Commercial use
13 See also
13.1 By country
16 External links
At common law, the elements of a contract are offer, acceptance,
intention to create legal relations, and consideration.
Not all agreements are necessarily contractual, as the parties
generally must be deemed to have an intention to be legally bound. A
so-called gentlemen's agreement is one which is not intended to be
legally enforceable, and which is "binding in honour only".
Offer and acceptance
Offer and acceptance and Meeting of the minds
In order for a contract to be formed, the parties must reach mutual
assent (also called a meeting of the minds). This is typically reached
through offer and an acceptance which does not vary the offer's terms,
which is known as the "mirror image rule". An offer is a definite
statement of the offeror's willingness to be bound should certain
conditions be met. If a purported acceptance does vary the terms of
an offer, it is not an acceptance but a counteroffer and, therefore,
simultaneously a rejection of the original offer. The Uniform
Commercial Code disposes of the mirror image rule in §2-207, although
the UCC only governs transactions in goods in the USA. As a court
cannot read minds, the intent of the parties is interpreted
objectively from the perspective of a reasonable person, as
determined in the early English case of
Smith v Hughes
Smith v Hughes . It is
important to note that where an offer specifies a particular mode of
acceptance, only an acceptance communicated via that method will be
Contracts may be bilateral or unilateral. A bilateral contract is an
agreement in which each of the parties to the contract makes a
promise or set of promises to each other. For example, in a
contract for the sale of a home, the buyer promises to pay the seller
$200,000 in exchange for the seller's promise to deliver title to the
property. These common contracts take place in the daily flow of
commerce transactions, and in cases with sophisticated or expensive
precedent requirements, which are requirements that must be met for
the contract to be fulfilled.
Less common are unilateral contracts in which one party makes a
promise, but the other side does not promise anything. In these cases,
those accepting the offer are not required to communicate their
acceptance to the offeror. In a reward contract, for example, a person
who has lost a dog could promise a reward if the dog is found, through
publication or orally. The payment could be additionally conditioned
on the dog being returned alive. Those who learn of the reward are not
required to search for the dog, but if someone finds the dog and
delivers it, the promisor is required to pay. In the similar case of
advertisements of deals or bargains, a general rule is that these are
not contractual offers but merely an "invitation to treat" (or
bargain), but the applicability of this rule is disputed and contains
various exceptions. The High
Australia stated that the
term unilateral contract is "unscientific and misleading".
In certain circumstances, an implied contract may be created. A
contract is implied in fact if the circumstances imply that parties
have reached an agreement even though they have not done so expressly.
For example, John Smith, a former lawyer may implicitly enter a
contract by visiting a doctor and being examined; if the patient
refuses to pay after being examined, the patient has breached a
contract implied in fact. A contract which is implied in law is also
called a quasi-contract, because it is not in fact a contract; rather,
it is a means for the courts to remedy situations in which one party
would be unjustly enriched were he or she not required to compensate
Quantum meruit claims are an example.
Invitation to treat
Main article: Invitation to treat
Where something is advertised in a newspaper or on a poster, this will
not normally constitute an offer but will instead be an invitation to
treat, an indication that one or both parties are prepared to
negotiate a deal.
The Carbolic Smoke Ball offer
An exception arises if the advertisement makes a unilateral promise,
such as the offer of a reward, as in the famous case of Carlill v
Carbolic Smoke Ball Co, decided in nineteenth-century England.
Carbolic, a medical firm, advertised a smoke ball marketed as a wonder
drug that would, according to the instructions, protect users from
catching the flu. If it did not work, buyers would receive £100 and
the company said that they had deposited £1,000 in the bank to show
their good faith. When sued, Carbolic argued the advert was not to be
taken as a serious, legally binding offer; instead it was "a mere
puff", or gimmick. But the court of appeal held that it would appear
to a reasonable man that Carbolic had made a serious offer, and
determined that the reward was a contractual promise.
Although an invitation to treat cannot be accepted, it should not be
ignored, for it may nevertheless affect the offer. For instance, where
an offer is made in response to an invitation to treat, the offer may
incorporate the terms of the invitation to treat (unless the offer
expressly incorporates different terms). If, as in the Boots case,
the offer is made by an action without any negotiations (such as
presenting goods to a cashier), the offer will be presumed to be on
the terms of the invitation to treat.
Auctions are governed by the
Sale of Goods Act 1979
Sale of Goods Act 1979 (as amended),
where section 57(2) provides: “A sale by auction is complete when
the auctioneer announces its completion by the fall of the hammer, or
in other customary manner. Until the announcement is made any bidder
may retract his bid”.
Entry into contracts online has become common. Many jurisdictions have
passed e-signature laws that have made the electronic contract and
signature as legally valid as a paper contract.
In India, E-contracts are governed by the Indian
Contract Act (1872),
according to which certain conditions need to be fulfilled while
formulating a valid contact. Certain sections in information
Technology Act (2000) also provide for validity of online
In some U.S. states, email exchanges have become binding contracts.
New York courts in 2016 held that the principles of real estate
contracts to apply equally to electronic communications and electronic
signatures, so long as “its contents and subscription meet all
requirements of the governing statute” and pursuant to the
Electronic Signatures and Records Act (ESRA).
Intention to be legally bound
Main article: Intention to be legally bound
In commercial agreements it is presumed that parties intend to be
legally bound unless the parties expressly state the opposite as in a
heads of agreement document. For example, in Rose & Frank Co v JR
Crompton & Bros Ltd an agreement between two business parties was
not enforced because an 'honour clause' in the document stated "this
is not a commercial or legal agreement, but is only a statement of the
intention of the parties".
In contrast, domestic and social agreements such as those between
children and parents are typically unenforceable on the basis of
public policy. For example, in the English case
Balfour v. Balfour
Balfour v. Balfour a
husband agreed to give his wife £30 a month while he was away from
home, but the court refused to enforce the agreement when the husband
stopped paying. In contrast, in
Merritt v Merritt the court enforced
an agreement between an estranged couple because the circumstances
suggested their agreement was intended to have legal consequences.
Main article: Consideration
A concept of English common law, consideration is is required for
simple contracts but not for special contracts (contracts by deed).
The court in Currie v Misa  declared consideration to be a
“Right, Interest, Profit, Benefit, or Forbearance, Detriment, Loss,
Responsibility”. Thus, consideration is a promise of something of
value given by a promissor in exchange for something of value given by
a promisee; and typically the thing of value is goods, money, or an
act. Forbearance to act, such as an adult promising to refrain from
smoking, is enforceable only if one is thereby surrendering a legal
In Dunlop v. Selfridge Lord Dunedin adopted Pollack's metaphor of
purchase and sale[clarification needed] to explain consideration. He
called consideration 'the price for which the promise of the other is
In colonial times, the concept of consideration was exported to many
common law countries,[which?] but it is unknown in Scotland and in
civil law jurisdictions. Roman law-based systems neither
require nor recognise consideration, and some commentators have
suggested that consideration be abandoned, and estoppel be used to
replace it as a basis for contracts. However, legislation, rather
than judicial development, has been touted as the only way to remove
this entrenched common law doctrine. Lord
Justice Denning famously
stated that "The doctrine of consideration is too firmly fixed to be
overthrown by a side-wind." In the United States, the emphasis has
shifted to the process of bargaining as exemplified by Hamer v. Sidway
Courts will typically not weigh the "adequacy" of consideration
provided the consideration is determined to be "sufficient", with
sufficiency defined as meeting the test of law, whereas "adequacy" is
the subjective fairness or equivalence. For instance, agreeing to sell
a car for a penny may constitute a binding contract (although if
the transaction is an attempt to avoid tax, it will be treated by the
tax authority as though a market price had been paid). Parties may
do this for tax purposes, attempting to disguise gift transactions as
contracts. This is known as the peppercorn rule, but in some
jurisdictions, the penny may constitute legally insufficient nominal
consideration. An exception to the rule of adequacy is money, whereby
a debt must always be paid in full for "accord and
However, consideration must be given as part of entering the contract,
not prior as in past consideration. For example, in the early English
case of Eastwood v. Kenyon , the guardian of a young girl took
out a loan to educate her. After she was married, her husband promised
to pay the debt but the loan was determined to be past consideration.
The insufficiency of past consideration is related to the preexisting
duty rule. In the early English case of
Stilk v. Myrick
Stilk v. Myrick , a
captain promised to divide the wages of two deserters among the
remaining crew if they agreed to sail home short-handed; however, this
promise was found unenforceable as the crew were already contracted to
sail the ship. The preexisting duty rule also extends to general legal
duties; for example, a promise to refrain from committing a tort or
crime is not sufficient.
Main article: Capacity (law)
Sometimes the capacity of either natural or artificial persons to
either enforce contracts, or have contracts enforced against them is
restricted. For instance, very small children may not be held to
bargains they have made, on the assumption that they lack the maturity
to understand what they are doing; errant employees or directors may
be prevented from contracting for their company, because they have
acted ultra vires (beyond their power). Another example might be
people who are mentally incapacitated, either by disability or
Each contractual party must be a "competent person" having legal
capacity. The parties may be natural persons ("individuals") or
juristic persons ("corporations"). An agreement is formed when an
"offer" is accepted. The parties must have an intention to be legally
bound; and to be valid, the agreement must have both proper "form" and
a lawful object. In
England (and in jurisdictions using English
contract principles), the parties must also exchange "consideration"
to create a "mutuality of obligation," as in Simpkins v Pays.
In the United States, persons under 18 are typically minor and their
contracts are considered voidable; however, if the minor voids the
contract, benefits received by the minor must be returned. The minor
can enforce breaches of contract by an adult while the adult's
enforcement may be more limited under the bargain principle.[citation
Promissory estoppel or unjust enrichment may be available, but
generally are not.
Formalities and writing requirements for some contracts
Statute of frauds
A contract is often evidenced in writing or by deed, the general rule
is that a person who signs a contractual document will be bound by the
terms in that document, this rule is referred to as the rule in
L'Estrange v Graucob. This rule is approved by the High
Australia in Toll(FGCT) Pty Ltd v Alphapharm Pty Ltd. But a valid
contract may (with some exceptions) be made orally or even by
conduct. Remedies for breach of contract include damages (monetary
compensation for loss) and, for serious breaches only, repudiation
(i.e. cancellation). The equitable remedy of specific performance,
enforceable through an injunction, may be available if damages are
Typically, contracts are oral or written, but written contracts have
typically been preferred in common law legal systems; in 1677
England passed the
Statute of Frauds
Statute of Frauds which influenced similar statute
of frauds laws in the
United States and other countries such as
Australia. In general, the
Uniform Commercial Code
Uniform Commercial Code as adopted in
United States requires a written contract for tangible product
sales in excess of $500, and real estate contracts are required to be
written. If the contract is not required by law to be written, an oral
contract is valid and therefore legally binding. The United
Kingdom has since replaced the original
Statute of Frauds, but written
contracts are still required for various circumstances such as land
Law of Property Act 1925).
An oral contract may also be called a parol contract or a verbal
contract, with "verbal" meaning "spoken" rather than "in words", an
established usage in
British English with regards to contracts and
agreements, and common although somewhat deprecated as "loose" in
If a contract is in a written form, and somebody signs it, then the
signer is typically bound by its terms regardless of whether they have
actually read it  provided the document is contractual in
nature. However, affirmative defenses such as duress or
unconscionability may enable the signer to avoid the obligation.
Further, reasonable notice of a contract's terms must be given to the
other party prior to their entry into the contract.
An unwritten, unspoken contract, also known as "a contract implied by
the acts of the parties", which can be either an implied-in-fact
contract or implied-in-law contract, may also be legally binding.
Implied-in-fact contracts are real contracts under which the parties
receive the "benefit of the bargain". However, contracts implied
in law are also known as quasi-contracts, and the remedy is quantum
meruit, the fair market value of goods or services rendered.
Contract terms: construction and interpretation
Main article: Contractual term
A contractual term is "an[y] provision forming part of a
contract". Each term gives rise to a contractual obligation,
breach of which can give rise to litigation. Not all terms are stated
expressly and some terms carry less legal weight as they are
peripheral to the objectives of the contract.
Uncertainty, incompleteness and severance
Contra proferentem and
Good faith (law)
If the terms of the contract are uncertain or incomplete, the parties
cannot have reached an agreement in the eyes of the law. An
agreement to agree does not constitute a contract, and an inability to
agree on key issues, which may include such things as price or safety,
may cause the entire contract to fail. However, a court will attempt
to give effect to commercial contracts where possible, by construing a
reasonable construction of the contract. In New South Wales, even
if there is uncertainty or incompleteness in a contract, the contract
may still be binding on the parties if there is a sufficiently certain
and complete clause requiring the parties to undergo arbitration,
negotiation or mediation.
Courts may also look to external standards, which are either mentioned
explicitly in the contract or implied by common practice in a
certain field. In addition, the court may also imply a term; if
price is excluded, the court may imply a reasonable price, with the
exception of land, and second-hand goods, which are unique.
If there are uncertain or incomplete clauses in the contract, and all
options in resolving its true meaning have failed, it may be possible
to sever and void just those affected clauses if the contract includes
a severability clause. The test of whether a clause is severable is an
objective test—whether a reasonable person would see the contract
standing even without the clauses. Typically, non-severable contracts
only require the substantial performance of a promise rather than the
whole or complete performance of a promise to warrant payment.
However, express clauses may be included in a non-severable contract
to explicitly require the full performance of an obligation.
Classification of terms
Contractual terms are classified differently depending upon the
context or jurisdiction. Terms establish conditions precedent. English
(but not necessarily non-English) common law distinguishes between
important conditions and warranties, with a breach of a condition by
one party allowing the other to repudiate and be discharged while a
warranty allows for remedies and damages but not complete
discharge. Whether or not a term is a condition is determined
in part by the parties' intent.
In a less technical sense, however, a condition is a generic term and
a warranty is a promise. Not all language in the contract is
determined to be a contractual term. Representations, which are often
precontractual, are typically less strictly enforced than terms, and
material misrepresentations historically was a cause of action for the
tort of deceit. Warranties were enforced regardless of materiality; in
United States law the distinction is less clear but warranties
may be enforced more strictly. Statements of opinion may be viewed
as "mere puff".
In specific circumstances these terms are used differently. For
example, in English insurance law, violation of a "condition
precedent" by an insured is a complete defense against the payment of
claims.:160 In general insurance law, a warranty is a promise that
must be complied with. In product transactions, warranties promise
that the product will continue to function for a certain period of
In the United Kingdom the courts determine whether a term is a
condition or warranty; for example, an actress' obligation to perform
the opening night of a theatrical production is a condition, but a
singer's obligation to rehearse may be a warranty.
also declare a term or nature of term to be a condition or warranty;
for example the
Sale of Goods Act 1979
Sale of Goods Act 1979 s15A provides that terms as
to title, description, quality and sample are generally conditions.
The United Kingdom has also contrived the concept of an "intermediate
term" (also called innominate), first established in Hong Kong Fir
Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd .
Representations versus warranties
Statements of fact in a contract or in obtaining the contract are
considered to be either warranties or representations. Traditionally,
warranties are factual promises which are enforced through a contract
legal action, regardless of materiality, intent, or reliance.
Representations are traditionally precontractual statements which
allow for a tort-based action (such as the tort of deceit) if the
misrepresentation is negligent or fraudulent; historically a tort
was the only action available, but by 1778, breach of warranty became
a separate legal contractual action. In U.S. law, the distinction
between the two is somewhat unclear; warranties are viewed as
primarily contract-based legal action while negligent or fraudulent
misrepresentations are tort-based, but there is a confusing mix of
case law in the United States. In modern English law, sellers
often avoid using the term 'represents' in order to avoid claims under
Misrepresentation Act 1967, while in America 'warrants and
represents' is relatively common. Some modern commentators suggest
avoiding the words and substituting 'state' or 'agree', and some model
forms do not use the words; however, others disagree.
Statements in a contract may not be upheld if the court finds that the
statements are subjective or promotional puffery. English courts may
weigh the emphasis or relative knowledge in determining whether a
statement is enforceable as part of the contract. In the English case
of Bannerman v White the court upheld a rejection by a buyer of
hops which had been treated with sulphur since the buyer explicitly
expressed the importance of this requirement. The relative knowledge
of the parties may also be a factor, as in English case of Bissett v
Wilkinson where the court did not find misrepresentation when a
seller said that farmland being sold would carry 2000 sheep if worked
by one team; the buyer was considered sufficiently knowledgeable to
accept or reject the seller's opinion.
Standard terms and contracts of adhesion
Standard form contracts contain "boilerplate", which is a set of "one
size fits all" contract provisions. However, the term may also
narrowly refer to conditions at the end of the contract which specify
the governing law provision, venue, assignment and delegation, waiver
of jury trial, notice, and force majeure. Restrictive provisions in
contracts where the consumer has little negotiating power ("contracts
of adhesion") attract consumer protection scrutiny.
A term may either be express or implied. An express term is stated by
the parties during negotiation or written in a contractual document.
Implied terms are not stated but nevertheless form a provision of the
Terms implied in fact
Terms may be implied due to the factual circumstances or conduct of
the parties. In the case of BP Refinery (Westernport) Pty Ltd v Shire
of Hastings, the UK Privy Council, on appeal from Australia,
proposed a five-stage test to determine situations where the facts of
a case may imply terms. The classic tests have been the "business
efficacy test" and the "officious bystander test". Under the "business
efficacy test" first proposed in
The Moorcock , the minimum
terms necessary to give business efficacy to the contract will be
implied. Under the officious bystander test (named in Southern
Foundries (1926) Ltd v Shirlaw  but actually originating in
Reigate v. Union Manufacturing Co (Ramsbottom) Ltd ), a term can
only be implied in fact if an "officious bystander" listening to the
contract negotiations suggested that the term be included the parties
would promptly agree. The difference between these tests is
Terms implied in law
Statutes or judicial rulings may create implied contractual terms,
particularly in standardized relationships such as employment or
shipping contracts. The
Uniform Commercial Code
Uniform Commercial Code of the United States
also imposes an implied covenant of good faith and fair dealing in
performance and enforcement of contracts covered by the Code. In
India imply a similar good faith term
In England, some contracts (insurance and partnerships) require utmost
good faith, while others may require good faith (employment contracts
and agency). Most English contracts do not need any good faith,
provided that the law is met. There is, however, an overarching
concept of "legitimate expectation".
Most countries have statutes which deal directly with sale of goods,
lease transactions, and trade practices. In the United States,
prominent examples include, in the case of products, an implied
warranty of merchantability and fitness for a particular purpose, and
in the case of homes an implied warranty of habitability.
In the United Kingdom, implied terms may be created by:
Statute, such as the Sale of Goods Act 1979, the Consumer Protection
Act 2015 and the Hague-Visby Rules;
Common Law, such as The Moorcock, which introduced the "business
Previous Dealings, as in Spurling v Bradshaw.
Custom, as in Hutton v Warren.
Terms implied by custom
A term may be implied on the basis of custom or usage in a particular
market or context. In the Australian case of Con-Stan Industries of
Australia Pty Ltd v Norwich Winterthur (Aust) Limited, the
requirements for a term to be implied by custom were set out. For a
term to be implied by custom it needs to be "so well known and
acquiesced in that everyone making a contract in that situation can
reasonably be presumed to have imported that term into the
Main article: Third party beneficiary
The common law doctrine of privity of contract provides that only
those who are party to a contract may sue or be sued on it.
The leading case of Tweddle v Atkinson   immediately showed
that the doctrine had the effect of defying the intent of the parties.
In maritime law, the cases of Scruttons v Midland Silicones 
 and N.Z. Shipping v Satterthwaite , established how
third parties could gain the protection of limitation clauses within a
bill of lading. A number of common law exceptions allowed some
circumvention, but the unpopular doctrine remained intact
until it was amended by the Contracts (Rights of Third Parties) Act
1999 which provides:
A person who is not a party to a contract (a “third party”) may in
his own right enforce a contract if:
(a) the contract expressly provides that he may, or
(b) the contract purports to confer a benefit on him.
Performance varies according to the particular circumstances. While a
contract is being performed, it is called an executory contract, and
when it is completed it is an executed contract. In some cases there
may be substantial performance but not complete performance, which
allows the performing party to be partially compensated.
Vitiating factors constituting defences to purported contract
Mistake (such as non est factum)
Incapacity, including mental incompetence and infancy/minority
Misrepresentation or fraud
Frustration of purpose
Such defenses operate to determine whether a purported contract is
either (1) void or (2) voidable. Void contracts cannot be
ratified by either party.
Voidable contracts can be ratified.
Main article: Misrepresentation
Misrepresentation means a false statement of fact made by one party to
another party and has the effect of inducing that party into the
contract. For example, under certain circumstances, false statements
or promises made by a seller of goods regarding the quality or nature
of the product that the seller has may constitute misrepresentation. A
finding of misrepresentation allows for a remedy of rescission and
sometimes damages depending on the type of misrepresentation.
There are two types of misrepresentation: fraud in the factum and
fraud in inducement.
Fraud in the factum focuses on whether the party
alleging misrepresentation knew they were creating a contract. If the
party did not know that they were entering into a contract, there is
no meeting of the minds, and the contract is void.
Fraud in inducement
focuses on misrepresentation attempting to get the party to enter into
Misrepresentation of a material fact (if the party knew
the truth, that party would not have entered into the contract) makes
a contract voidable.
Gordon v Selico
Gordon v Selico  it is possible to misrepresent
either by words or conduct. Generally, statements of opinion or
intention are not statements of fact in the context of
misrepresentation. If one party claims specialist knowledge on the
topic discussed, then it is more likely for the courts to hold a
statement of opinion by that party as a statement of fact.
It is a fallacy that an opinion cannot be a statement of fact. If a
statement is the honest expression of an opinion honestly entertained,
it cannot be said that it involves any fraudulent misrepresentations
Remedies for misrepresentation.
Rescission is the principal remedy and
damages are also available if a tort is established. In order to
obtain relief, there must be a positive misrepresentation of law and
also, the representee must have been misled by and relied on this
misrepresentation:Public Trustee v Taylor.
Main article: Mistake (contract law)
A mistake is an incorrect understanding by one or more parties to a
contract and may be used as grounds to invalidate the agreement.
Common law has identified three types of mistake in contract: common
mistake, mutual mistake, and unilateral mistake.
Common mistake occurs when both parties hold the same mistaken belief
of the facts. This is demonstrated in the case of Bell v. Lever
Brothers Ltd., which established that common mistake can only void
a contract if the mistake of the subject-matter was sufficiently
fundamental to render its identity different from what was contracted,
making the performance of the contract impossible. In Great Peace
Shipping Ltd v Tsavliris Salvage (International) Ltd, the court held
that the common law will grant relief against common mistake, if the
test in Bell v. Lever Bros Ltd is made out. If one party has
knowledge and the other does not, and the party with the knowledge
promises or guarantees the existence of the subject matter, that party
will be in breach if the subject matter does not exist.
Mutual mistake occurs when both parties of a contract are mistaken as
to the terms. Each believes they are contracting to something
different. Courts usually try to uphold such mistakes if a reasonable
interpretation of the terms can be found. However, a contract based on
a mutual mistake in judgment does not cause the contract to be
voidable by the party that is adversely affected. See Raffles v
Unilateral mistake occurs when only one party to a contract is
mistaken as to the terms or subject-matter. The courts will uphold
such a contract unless it was determined that the non-mistaken party
was aware of the mistake and tried to take advantage of the
mistake. It is also possible for a contract to be void if
there was a mistake in the identity of the contracting party. An
example is in Lewis v Avery where
Lord Denning MR held that the
contract can only be voided if the plaintiff can show that, at the
time of agreement, the plaintiff believed the other party's identity
was of vital importance. A mere mistaken belief as to the credibility
of the other party is not sufficient.
Duress and undue influence
Duress (contract law)
Duress (contract law) and Undue influence
Duress has been defined as a "threat of harm made to compel a person
to do something against his or her will or judgment; esp., a wrongful
threat made by one person to compel a manifestation of seeming assent
by another person to a transaction without real volition." An
example is in
Barton v Armstrong
Barton v Armstrong  in a person was threatened
with death if they did not sign the contract. An innocent party
wishing to set aside a contract for duress to the person need only to
prove that the threat was made and that it was a reason for entry into
the contract; the burden of proof then shifts to the other party to
prove that the threat had no effect in causing the party to enter into
the contract. There can also be duress to goods and sometimes,
Undue influence is an equitable doctrine that involves one person
taking advantage of a position of power over another person through a
special relationship such as between parent and child or solicitor and
client. As an equitable doctrine, the court has discretion. When no
special relationship exists, the question is whether there was a
relationship of such trust and confidence that it should give rise to
such a presumption.
Main article: Unconscionability
In Australian law, a contract can be set aside due to unconscionable
dealing. Firstly, the claimant must show that they were under
a special disability, the test for this being that they were unable to
act in their best interest. Secondly, the claimant must show that the
defendant took advantage of this special disability.
Main article: Illegal agreement
If based on an illegal purpose or contrary to public policy, a
contract is void. In the 1996 Canadian case of Royal Bank of
Newell a woman forged her husband's signature, and her husband
signed agreed to assume "all liability and responsibility" for the
forged checks. However, the agreement was unenforceable as it was
intended to "stifle a criminal prosecution", and the bank was forced
to return the payments made by the husband.
In the U.S., one unusual type of unenforceable contract is a personal
employment contract to work as a spy or secret agent. This is because
the very secrecy of the contract is a condition of the contract (in
order to maintain plausible deniability). If the spy subsequently sues
the government on the contract over issues like salary or benefits,
then the spy has breached the contract by revealing its existence. It
is thus unenforceable on that ground, as well as the public policy of
maintaining national security (since a disgruntled agent might try to
reveal all the government's secrets during his/her lawsuit).
Other types of unenforceable employment contracts include contracts
agreeing to work for less than minimum wage and forfeiting the right
to workman's compensation in cases where workman's compensation is
Remedies for defendant on defenses
Setting aside the contract
There can be four different ways in which contracts can be set aside.
A contract may be deemed 'void', 'voidable', 'unenforceable' or
'ineffective'. Voidness implies that a contract never came into
existence. Voidability implies that one or both parties may declare a
contract ineffective at their wish. Kill fees are paid by magazine
publishers to authors when their articles are submitted on time but
are subsequently not used for publication. When this occurs, the
magazine cannot claim copyright for the "killed" assignment.
Unenforceability implies that neither party may have recourse to a
court for a remedy. Ineffectiveness implies that the contract
terminates by order of a court where a public body has failed to
satisfy public procurement law. To rescind is to set aside or unmake a
In many countries, in order to obtain damages for breach of contract
or to obtain specific performance or other equitable relief, the
aggrieved injured party may file a civil (non-criminal) lawsuit in
England and Wales, a contract may be enforced by use of a claim, or
in urgent cases by applying for an interim injunction to prevent a
breach. Likewise, in the United States, an aggrieved party may apply
for injunctive relief to prevent a threatened breach of contract,
where such breach would result in irreparable harm that could not be
adequately remedied by money damages.
If the contract contains a valid arbitration clause then, prior to
filing a lawsuit, the aggrieved party must submit an arbitration claim
in accordance with the procedures set forth in the clause. Many
contracts provide that all disputes arising thereunder will be
resolved by arbitration, rather than litigated in courts.
Arbitration judgments may generally be enforced in the same manner as
ordinary court judgments, and are recognized and enforceable
internationally under the New York Convention, which has 156 parties.
However, in New York Convention states, arbitral decisions are
generally immune unless there is a showing that the arbitrator's
decision was irrational or tainted by fraud.
Some arbitration clauses are not enforceable, and in other cases
arbitration may not be sufficient to resolve a legal dispute. For
example, disputes regarding validity of registered IP rights may need
to be resolved by a public body within the national registration
system. For matters of significant public interest that go beyond
the narrow interests of the parties to the agreement, such as claims
that a party violated a contract by engaging in illegal
anti-competitive conduct or committed civil rights violations, a court
might find that the parties may litigate some or all of their claims
even before completing a contractually agreed arbitration
In the United States, thirty-five states (notably not including New
York) and the District of Columbia have adopted the Uniform
Arbitration Act to facilitate the enforcement of arbitrated
Customer claims against securities brokers and dealers are almost
always resolved pursuant to contractual arbitration clauses, because
securities dealers are required under the terms of their membership in
self-regulatory organizations such as the Financial Industry
Regulatory Authority (formerly the NASD) or
NYSE to arbitrate disputes
with their customers. The firms then began including arbitration
agreements in their customer agreements, requiring their customers to
Choice of law
When a contract dispute arises between parties that are in different
jurisdictions, law that is applicable to a contract is dependent on
the conflict of laws analysis by the court where the breach of
contract action is filed In the absence of a choice of law clause, the
court will normally apply either the law of the forum or the law of
the jurisdiction that has the strongest connection to the subject
matter of the contract. A choice of law clause allows the parties to
agree in advance that their contract will be interpreted under the
laws of a specific jurisdiction.
Within the United States, choice of law clauses are generally
enforceable, although exceptions based upon public policy may at times
apply. Within the European Union, even when the parties have
negotiated a choice of law clause, conflict of law issues may be
governed by the Rome I Regulation.
Choice of forum
Many contracts contain a forum selection clause setting out where
disputes in relation to the contract should be litigated. The clause
may be general, requiring that any case arising from the contract be
filed within a specific state or country, or it may require that a
case be filed in a specific court. For example, a choice of forum
clause may require that a case be filed in the U.S. State of
California, or it may require more specifically that the case be filed
in the Superior
Court for Los Angeles County.
A choice of law or venue is not necessarily binding upon a court.
Based upon an analysis of the laws, rules of procedure and public
policy of the state and court in which the case was filed, a court
that is identified by the clause may find that it should not exercise
jurisdiction, or a court in a different jurisdiction or venue may find
that the litigation may proceed despite the clause. As part of that
analysis, a court may examine whether the clause conforms with the
formal requirements of the jurisdiction in which the case was filed
(in some jurisdictions a choice of forum or choice of venue clause
only limits the parties if the word "exclusive" is explicitly included
in the clause). Some jurisdictions will not accept an action that has
no connection to the court that was chosen, and others will not
enforce a choice of venue clause when they consider themselves to be a
more convenient forum for the litigation.
Some contracts are governed by multilateral instruments that require a
non-chosen courts to dismiss cases, and require the recognition of
judgements made by courts having jurisdiction based on a choice of
court clause. For example, the
Brussels regime instruments (31
European states) and the Hague Choice of
Court Agreements Convention
European Union and Mexico), as well as several instruments related to
a specific area of law, may require courts to enforce and recognize
choice of law clauses and foreign judgments.
Main article: Breach of contract
In the United Kingdom, breach of contract is defined in the Unfair
Contract Terms Act 1977 as: [i] non-performance, [ ii] poor
performance, [iii] part-performance, or [iv] performance which is
substantially different from what was reasonably expected. Innocent
parties may repudiate (cancel) the contract only for a major breach
(breach of condition), but they may always recover
compensatory damages, provided that the breach has caused foreseeable
It was not possible to sue the Crown in the UK for breach of contract
before 1948. However, it was appreciated that contractors might be
reluctant to deal on such a basis and claims were entertained under a
petition of right that needed to be endorsed by the
Home Secretary and
Crown Proceedings Act 1947
Crown Proceedings Act 1947 opened the Crown to
ordinary contractual claims through the courts as for any other
Main article: Damages
There are several different types of damages.
Compensatory damages, which are given to the party which was
detrimented by the breach of contract. With compensatory damages,
there are two heads of loss, consequential damage and direct damage.
Liquidated damages are an estimate of loss agreed to in the contract,
so that the court avoids calculating compensatory damages and the
parties have greater certainty. Liquidated damages clauses may be
called "penalty clauses" in ordinary language, but the law
distinguishes between liquidated damages (legitimate) and penalties
(invalid). A test for determining which category a clause falls into
was established by the English House of Lords in Dunlop Pneumatic Tyre
Co Ltd v New Garage & Motor Co Ltd
Nominal damages consist of a small cash amount where the court
concludes that the defendant is in breach but the plaintiff has
suffered no quantifiable pecuniary loss, and may be sought to obtain a
legal record of who was at fault.
Punitive or exemplary damages are used to punish the party at fault;
but even though such damages are not intended primarily to compensate,
nevertheless the claimant (and not the state) receives the award.
Exemplary damages are not recognised nor permitted in some
jurisdictions. In the UK, exemplary damages are not available for
breach of contract, but are possible after fraud. Although vitiating
factors (such as misrepresentation, mistake, undue influence and
duress) relate to contracts, they are not contractual actions, and so,
in a roundabout way, a claimant in contract may be able to get
Compensatory damages compensate the plaintiff for actual losses
suffered as accurately as possible. They may be "expectation damages",
"reliance damages" or "restitutionary damages". Expectation damages
are awarded to put the party in as good of a position as the party
would have been in had the contract been performed as promised.
Reliance damages are usually awarded where no reasonably reliable
estimate of expectation loss can be arrived at or at the option of the
plaintiff. Reliance losses cover expense suffered in reliance to the
promise. Examples where reliance damages have been awarded because
profits are too speculative include the Australian case of McRae v
Commonwealth Disposals Commission which concerned a contract for
the rights to salvage a ship. In Anglia Television Ltd v. Reed
Court of Appeal awarded the plaintiff expenditures
incurred prior to the contract in preparation of performance.
After a breach has occurred, the innocent party has a duty to mitigate
loss by taking any reasonable steps. Failure to mitigate means that
damages may be reduced or even denied altogether. However,
Professor Michael Furmston  has argued that "it is wrong to
express (the mitigation) rule by stating that the plaintiff is under a
duty to mitigate his loss", citing Sotiros Shipping Inc v
Sameiet, The Solholt. If a party provides notice that the
contract will not be completed, an anticipatory breach occurs.
Damages may be general or consequential. General damages are those
damages which naturally flow from a breach of contract. Consequential
damages are those damages which, although not naturally flowing from a
breach, are naturally supposed by both parties at the time of contract
formation. An example would be when someone rents a car to get to a
business meeting, but when that person arrives to pick up the car, it
is not there. General damages would be the cost of renting a different
car. Consequential damages would be the lost business if that person
was unable to get to the meeting, if both parties knew the reason the
party was renting the car. However, there is still a duty to mitigate
the losses. The fact that the car was not there does not give the
party a right to not attempt to rent another car.
To recover damages, a claimant must show that the breach of contract
caused foreseeable loss.
Hadley v Baxendale
Hadley v Baxendale established that
the test of foreseeability is both objective or subjective. In other
words, is it foreseeable to the objective bystander, or to the
contracting parties, who may have special knowledge? On the facts of
this case, where a miller lost production because a carrier delayed
taking broken mill parts for repair, the court held that no damages
were payable since the loss was foreseeable neither by the "reasonable
man" nor by the carrier, both of whom would have expected the miller
to have a spare part in store.
Main article: Specific performance
There may be circumstances in which it would be unjust to permit the
defaulting party simply to buy out the injured party with damages. For
example, where an art collector purchases a rare painting and the
vendor refuses to deliver, the collector's damages would be equal to
the sum paid.
The court may make an order of what is called "specific performance",
requiring that the contract be performed. In some circumstances a
court will order a party to perform his or her promise (an order of
"specific performance") or issue an order, known as an "injunction",
that a party refrain from doing something that would breach the
contract. A specific performance is obtainable for the breach of a
contract to sell land or real estate on such grounds that the property
has a unique value. In the
United States by way of the 13th Amendment
United States Constitution, specific performance in personal
service contracts is only legal "as punishment for a crime whereof the
criminal shall be dully convicted."
Both an order for specific performance and an injunction are
discretionary remedies, originating for the most part in equity.
Neither is available as of right and in most jurisdictions and most
circumstances a court will not normally order specific performance. A
contract for the sale of real property is a notable exception. In most
jurisdictions, the sale of real property is enforceable by specific
performance. Even in this case the defenses to an action in equity
(such as laches, the bona fide purchaser rule, or unclean hands) may
act as a bar to specific performance.
Related to orders for specific performance, an injunction may be
requested when the contract prohibits a certain action. Action for
injunction would prohibit the person from performing the act specified
in the contract.
History of contract law
History of contract law and Roman law
Whilst early rules of trade and barter have existed since ancient
times, modern laws of contract in the West are traceable from the
industrial revolution (1750 onwards), when increasing numbers worked
in factories for a cash wage. In particular, the growing strength of
the British economy and the adaptability and flexibility of the
English common law led to a swift development of English contract
law, while the more rigid civil law in Europe lagged behind.
Colonies within the British empire (including the USA and the
Dominions) would adopt the law of the mother country. Civil law
countries (especially Germany) later developed their own brand of
contract law. In the 20th century, the growth of export trade led to
countries adopting international conventions, such as the Hague-Visby
Rules and the UN Convention on Contracts for the International Sale of
Goods, to promote uniform regulations.
Bill of sale of a male slave and a building in Shuruppak, Sumerian
tablet, circa 2600 BC
Contract law is based on the principle expressed in the
pacta sunt servanda, ( "agreements must be kept"). The common law
of contract originated with the now-defuct writ of assumpsit, which
was originally a tort action based on reliance.
falls within the general law of obligations, along with tort, unjust
enrichment, and restitution.
Jurisdictions vary in their principles of freedom of contract. In
common law jurisdictions such as
England and the United States, a high
degree of freedom is the norm. For example, in American law, it was
determined in the 1901 case of Hurley v. Eddingfield that a physician
was permitted to deny treatment to a patient despite the lack of other
available medical assistance and the patient's subsequent death.
This is in contrast to the civil law, which typically applies certain
overarching principles to disputes arising out of contract, as in the
French Civil Code. Other legal systems such as Islamic law, socialist
legal systems, and customary law have their own variations.
However, in both the
European union and the United States, the need to
prevent discrimination has eroded the full extent of freedom of
Legislation governing equality, equal pay, racial
discrimination, disability discrimination and so on, has imposed
limits of the full freedom of contract. For example, the Civil
Rights Act of 1964 restricted private racial discrimination against
African-Americans. In the early 20th century the United States
underwent the "Lochner era", in which the Supreme
Court of the United
States struck down economic regulations on the basis of freedom of
contract and the Due Process Clause; these decisions were eventually
overturned and the Supreme
Court established a deference to
legislative statutes and regulations which restrict freedom of
contract. The U.S.
Constitution contains a
Contract Clause, but
this has been interpreted as only restricting the retroactive
impairment of contracts.
Contracts are widely used in commercial law, and form the legal
foundation for transactions across the world. Common examples include
contracts for the sale of services and goods (both wholesale and
retail), construction contracts, contracts of carriage, software
licenses, employment contracts, insurance policies, sale or lease of
land, and various other uses.
European Union is fundamentally an economic community
with a range of trade rules, there is no overarching "EU
Contract". In 1993, Harvey McGregor, a British barrister and academic,
produced a "
Contract Code" under the auspices of the English and
Law Commissions, which was a proposal to both unify and
codify the contract laws of
England and Scotland. This document was
offered as a possible "
Contract Code for Europe", but tensions between
English and German jurists meant that this proposal has so far come to
Contract theory is the body of legal theory that addresses normative
and conceptual questions in contract law. One of the most important
questions asked in contract theory is why contracts are enforced. One
prominent answer to this question focuses on the economic benefits of
enforcing bargains. Another approach, associated with Charles Fried,
maintains that the purpose of contract law is to enforce promises.
This theory is developed in Fried's book,
Contract as Promise. Other
approaches to contract theory are found in the writings of legal
realists and critical legal studies theorists.
More generally, writers have propounded
Marxist and feminist
interpretations of contract. Attempts at overarching understandings of
the purpose and nature of contract as a phenomenon have been made,
notably relational contract theory originally developed by U.S.
Ian Roderick Macneil and Stewart Macaulay, building
at least in part on the contract theory work of U.S. scholar Lon L.
Fuller, while U.S. scholars have been at the forefront of developing
economic theories of contract focussing on questions of transaction
cost and so-called 'efficient breach' theory.
Another dimension of the theoretical debate in contract is its place
within, and relationship to a wider law of obligations. Obligations
have traditionally been divided into contracts, which are voluntarily
undertaken and owed to a specific person or persons, and obligations
in tort which are based on the wrongful infliction of harm to certain
protected interests, primarily imposed by the law, and typically owed
to a wider class of persons.
Recently it has been accepted that there is a third category,
restitutionary obligations, based on the unjust enrichment of the
defendant at the plaintiff's expense. Contractual liability,
reflecting the constitutive function of contract, is generally for
failing to make things better (by not rendering the expected
performance), liability in tort is generally for action (as opposed to
omission) making things worse, and liability in restitution is for
unjustly taking or retaining the benefit of the plaintiff's money or
The common law describes the circumstances under which the law will
recognise the existence of rights, privilege or power arising out of a
A contract from the
Tang dynasty that records the purchase of a
15-year-old slave for six bolts of plain silk and five Chinese coins
German marriage contract, 1521 between Gottfried Werner von
Zimmern (de) and Apollonia von Henneberg-Römhild
Thomas Boylston to Thomas Jefferson, May 1786, Maritime Insurance
Fire insurance contract of 1796
Conflict of contract laws
Contract of sale
Contract theory (economics)
Contractual clauses (category)
Design by contract
Ethical implications in contracts
Invitation to treat
Letters of assist
Memorandum of understanding
Perfect tender rule
Specification (technical standard)
Standard form contract
Australian contract law
Law of obligations (Bulgaria)
English contract law
German contract law
Indian contract law
South African contract law
United States contract law
^ Ryan, Fergus (2006). Round Hall nutshells
Contract Law. Thomson
Round Hall. p. 1. ISBN 9781858001715.
^ Sober sane adults have full contractual capacity, but minors,
intoxicated persons, and the mentally afflicted may have insufficient
^ But see Sam Goldwyn's alleged misstatement: "a verbal contract ain't
worth the paper it's written on!"
^ Rose & Frank Co. v JR Crompton & Bros Ltd.  2 K.B.
261, 273 (Bailhache J). Westlaw.
^ Enright, Máiréad (2007). Principles of Irish
Contract Law. Clarus
^ DiMatteo L. (1997). The Counterpoise of Contracts: The Reasonable
Person Standard and the Subjectivity of Judgment. South Carolina Law
^ George Hudson Holdings Ltd v Rudder (1973) 128 CLR 387  HCA
^ promise legal definition of promise. promise synonyms by the Free
^ Feinman JM, Brill SR. (2006). Is an Advertisement an Offer? Why it
is, and Why it Matters. Hastings
^ Wilmot et al, 2009,
Contract Law, Third Edition, Oxford University
Press, page 34
^ Harris v Nickerson (1873) LR8QB 286
^ Household Fire Insurance v Grant 1879
Carlill v Carbolic Smoke Ball Co
Carlill v Carbolic Smoke Ball Co  EWCA Civ 1,  2 QB 256,
Court of Appeal (
England and Wales).
^ Pharmaceutical Society of Great Britain v. Boots Cash Chemists
(Southern) Ltd, 1953, 1 Q.B. 401
^ Linstone, Harold A. (9 April 2013). "Understanding Electronic
Contracts - The Indian
Law of Contract" (PDF). Nalsar Pro. Retrieved 3
^ "Stonehill Capital Management LLC v. Bank of the West, 28 NY 3d 439
(2016)". Google Scholar. Google. Retrieved 3 April 2018.
^ Currie v Misa (1875) LR 10 Ex 893
^ Wade v Simeon (1846) 2 CB 548
^ White v Bluett (1853) 2 WR 75
^ Bronaugh R. (1976). Agreement, Mistake, and Objectivity in the
Bargain Theory of Conflict. William & Mary
^ Enright, Máiréad (2007). Principles of Irish
Contract Law. Dublin
8: Clarus Press. p. 75.
^ Scots lawyer Harvey McGregor's "
Contract Code", a Law
Commission-sponsored proposal to both unite and codify English and
Scots Law, proposed the abolition of consideration.
^ e.g. In Germany, § 311 BGB
^ e.g. P.S. Atiyah, 'Consideration: A Restatement' in Essays on
Contract (1986) p.195, Oxford University Press
^ a b
Central London Property Trust Ltd v High Trees House Ltd
Central London Property Trust Ltd v High Trees House Ltd 
EWCA Civ 1329,  KB 130,
Court of Appeal (
England and Wales).
^ Chappell & Co Ltd v. Nestle Co Ltd  2 All ER 701 in which
the wrappers from three chocolate bars was held to be part of the
consideration for the sale and purchase of a musical recording.
^ "Frequently Asked Questions on Gift Taxes". www.irs.gov. Retrieved
^ "Pinnel’s Case" (1602) 5 Co Rep 117a
^ "Jorden v Money" (1854) 5 HLC 185
Foakes v Beer
Foakes v Beer  UKHL 1, (1884) AC 605, House of Lords (UK).
^ "Williams v Roffey Bros and Nicholls (Contractors) Ltd 1990 1 All
^ Collins v. Godefroy (1831) 1 B. & Ad. 950.
^ see for a discussion of the position in English law, the article on
Capacity in English law
^ Elements of a
Contract - Contracts
^ a b
L'Estrange v Graucob
L'Estrange v Graucob  2 KB 394.
^ a b Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd  HCA 52, (2004)
219 CLR 165 (11 November 2004), High
^ for instance, bidding in auctions, or acting in response to a
^ a b
Hadley v Baxendale
Hadley v Baxendale  EWHC J70, ER 145, High
^ as in
Hong Kong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd
Hong Kong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd and
The Mihalis Angelos
^ Michida S. (1992)
Contract Societies: Japan and the United States
Contrasted. Pacific Rim
Law & Policy Journal.
^ In Australia, the Sales of Goods Act applies.
^ Trans-Lex.org: international principle
^ Burchfield, R.W. (1998). The New Fowler's Modern English Usage
(Revised 3rd ed.). Oxford: Clarendon Press. pp. 820–821.
ISBN 0198602634. Expressed or conveyed by speech instead of
writing; oral... e.g. verbal agreement, contract, evidence
^ Bryan A. Garner (1999). Black's
Law Dictionary: Definitions of the
Terms and Phrases of American and English Jurisprudence, Ancient and
Modern. West Publishing Company. ISBN 978-0-314-15234-3.
^ Curtis v Chemical Cleaning and Dyeing Co  1 KB 805
^ Balmain New Ferry Co Ltd v Robertson  HCA 83, (1906) 4 CLR 379
(18 December 1906), High
Baltic Shipping Company v Dillon
Baltic Shipping Company v Dillon  HCA 4, (1993) 176 CLR 344,
^ a b
BP Refinery (Westernport) Pty Ltd v Shire of Hastings
BP Refinery (Westernport) Pty Ltd v Shire of Hastings 
UKPC 13, (1977) 180 CLR 266, Privy Council (on appeal from Australia).
^ Martin, E [ed] & Law, J [ed], Oxford Dictionary of Law, ed6
^ Fry v. Barnes (1953) 2 D.L.R. 817 (B.C.S.C)
Hillas and Co. Ltd. v. Arcos Ltd.
Hillas and Co. Ltd. v. Arcos Ltd. (1932) 147 LT 503
^ See Aiton
Australia Pty Ltd v Transfield Pty Ltd (1999) 153 FLR 236
^ Whitlock v Brew  HCA 71, (1968) 118 CLR 445 (31 October 1968),
^ Three Rivers Trading Co., Ltd. v. Gwinear & District Farmers,
Ltd. (1967) 111 Sol. J. 831
^ "Cutter v Powell" (1795) 101 ER 573
^ a b Gillies P. (1988). Concise
Contract Law, p. 105. Federation
^ a b Luna Park (NSW) Ltd v Tramways Advertising Pty Ltd  HCA
66, (1938) 61 CLR 286 (23 December 1938), High
^ Koffman L, MacDonald E. (2007). The
Law of Contract. Oxford
^ a b c d e West GD, Lewis WB. (2009). Contracting to Avoid
Extra-Contractual Liability—Can Your Contractual Deal Ever Really Be
the "Entire" Deal? The Business Lawyer.
^ a b Burling JM. (2011). Research Handbook on International Insurance
Law and Regulation. Edward Elgar Publishing.
Poussard v Spiers and Pond
Poussard v Spiers and Pond (1876) 1 QBD 410
Bettini v Gye
Bettini v Gye (1876) 1 QBD 183
^ As added by the Sale of Goods Act 1994 s4(1).
^ a b Primack MA. (2009). Representations, Warranties and Covenants:
Back to the Basics in Contracts. National
^ Ferara LN, Philips J, Runnicles J. (2007). Some Differences in Law
and Practice Between U.K. and U.S. Stock Purchase Agreements. Jones
^ Telman J. (2012). Representations and Warranties. ContractsProf
^ Bannerman v White  EngR 713; (1861) 10 CBNS 844,
Common Pleas (United Kingdom).
^ a b Bissett v Wilkinson  AC 177.
The Moorcock (1889) 14 PD 64.
J Spurling Ltd v Bradshaw
J Spurling Ltd v Bradshaw  EWCA Civ 3,  2 All ER 121,
Court of Appeal (
England and Wales).
Hutton v Warren
Hutton v Warren  M&W 466.
^ a b Con-stan Industries of
Australia Pty Ltd v Norwich Winterthur
Insurance (Australia) Ltd  HCA 14, (1986) 160 CLR 226 (11 April
^ Dunlop v Selfridge'  AC 79 House of Lords (UK).
^ Beswick v Beswick  AC 58 House of Lords (UK).
^ Tweddle v Atkinson  121 ER 762
^ Scruttons v Midland Silicones  AC 446 House of Lords (UK).
^ NZ Shipping v Satterthwaite  UKPC 4,  AC 154, Privy
Council (on appeal from New Zealand).
^ such as Agency, Assignment, and Negligence
^ Adler v Dickson  QB 158
Lord Denning declared that the doctrine had been abolished by 1925
property legislation, but he was overruled by the House of Lords.
^ The 1999 Act does not cover contracts for the carriage of goods by
sea; those are subject to the hague-Visby Rules
^ "Are you bound once you sign a contract?". Legal Services Commission
of South Australia. 11 December 2009. Retrieved 10 October 2016.
^ Esso Petroleum Co Ltd v Mardon  2 Lloyd's Rep. 305
^ Fitzpatrick v Michel  NSWStRp 19, (1928) 28 SR (NSW) 285 (2
April 1928), Supreme
Court (NSW, Australia).
^ Public Trustee v Taylor  VicRp 31 (9 September 1977), Supreme
Court (Vic, Australia).
Bell v. Lever Brothers Ltd.
Bell v. Lever Brothers Ltd.  ALL E.R. Rep. 1,  A.C. 161
^ see also Svanosi v McNamara  HCA 55, High
^ Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd]
 EWCA Civ 1407,
Court of Appeal (
England and Wales).
^ a b
McRae v Commonwealth Disposals Commission
McRae v Commonwealth Disposals Commission  HCA 79, (1951)
84 CLR 377, High
Raffles v Wichelhaus
Raffles v Wichelhaus (1864) 2 Hurl. & C. 906.
Smith v. Hughes
Smith v. Hughes .
^ Taylor v Johnson  HCA 5, High
^ Lewis v Avery  EWCA Civ 4,  3 All ER 907,
England and Wales).
Black's Law Dictionary
Black's Law Dictionary (8th ed. 2004)
^ Johnson v Buttress  HCA 41, (1936) 56 CLR 113 (17 August
^ See also Westmelton (Vic) Pty Ltd v Archer and Shulman  VicRp
Court (Vic, Australia).
^ Odorizzi v. Bloomfield Sch. Dist., 246 Cal. App. 2d 123 (Cal. App.
2d Dist. 1966)
^ a b Commercial Bank of
Australia Ltd v Amadio  HCA 14, (1983)
151 CLR 447 (12 May 1983), High
^ see also Blomley v Ryan  HCA 81, (1956) 99 CLR 362, High Court
^ Royal Bank of
Canada v. Newell 147 D.L.R (4th) 268 (N.C.S.A.). 1996
case and 1997 appeal.
^ Tenet v. Doe, 544 U.S. 1 (2005).
^ Farnsworth, E. Allen (November 1970). "Legal Remedies for Breach of
Law Review. 70 (7): 1145–1216. Retrieved 10
^ Rowan, Solène (2012). Remedies for Breach of Contract: A
Comparative Analysis of the Protection of Performance. Oxford
University Press. ISBN 0199606609. Retrieved 10 October
^ Ward, A.A. (2005). "Circumventing the Supremacy Clause -
Understanding the Constitutional Implications of the United States'
Treaty Obligations through an Analysis of the New York
Convention". San Diego International
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Arbitration in Intellectual Property?". WIPO. World
Intellectual Property Organization. Retrieved 10 October 2017.
^ See, e.g., Edwards, Harry T. (1988). "Judicial Review of Labor
Arbitration Awards: The Clash Between the Public Policy Exception and
the Duty to Bargain". Chicago-Kent
Law Review. 64 (1): 4. Retrieved 10
^ New York Civil Procedure
Law and Rules § 7501, et seq.
Arbitration Act (1956 Act or 2000 Act)". Legal Information
Law School. Retrieved 10 October 2017.
^ Bernard, Tara S. (18 July 2014). "Taking a Broker to Arbitration".
New York Times. Retrieved 13 August 2017.
^ Cleaver, Joanne (28 August 2014). "What Your Financial Advisor's
Arbitration Clause Means for You". U.S. News & World
Report. Retrieved 13 August 2017.
^ Larson, Aaron (22 July 2016). "Common
ExpertLaw.com. Retrieved 10 October 2017.
^ Healy, James J. (2008). "Consumer Protection Choice of Law: European
Lessons for the United States". Duke Journal of Comparative &
International Law. 19: 535. Retrieved 10 October 2017.
Regulation (EC) No 593/2008 of the European Parliament and of the
Council". Eur-Lex. 17 June 2008. Retrieved 10 October 2017.
^ See, e.g., Mullenix, Linda A. (1988). "Another Choice of Forum,
Another Choice of Law: Consensual Adjudicatory Procedure in Federal
Law Review. 57: 291. Retrieved 10 October 2017.
Hong Kong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd
Hong Kong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd  1
All ER 474; see also Associated Newspapers Ltd v Bancks  HCA 24,
(1951) 83 CLR 322, High
^ The Mihailis Angelos  1 QB 164
^ Dunlop Pneumatic Tyre Co Ltd v New Garage & Motor Co Ltd 
UKHL 1,  AC 79 at 86 per Lord Dunedin, House of Lords (UK).
^ Bellgrove v Eldridge  HCA 36, (1954) 90 CLR 613 (20 August
^  1 QB 60
^ The UCC states, "Consequential damages... include any loss... which
could not reasonably be prevented by cover or otherwise." UCC 2-715.In
English law the chief authority on mitigation is British Westinghouse
Electric and Manufacturing Co v Underground Electric Railway Co of
London AC 673, see especially 689 per Lord Haldane.
^ M.P. Furmston, Cheshire, Fifoot & Furmston's
Law of Contract,
15th edn (OUP: Oxford, 2007) p.779.
^ M.P. Furmston, Cheshire, Fifoot & Furmston's
Law of Contract,
15th edn (OUP: Oxford, 2007) p.779 n.130.
^ Sotiros Shipping Inc v Sameiet, The Solholt  1 Lloyd's Rep
^ See also Alexander v Cambridge Credit Corp Ltd (1987) 9 NSWLR 310.
^ "13th Amendment to the
United States Constitution". Retrieved
^ as opposed to Scottish law
^ In 1789, while the French were engaged in their revolution, the
English law was busying itself in defining the rules of auctions: see
Payne v Cave
^ Willmott, L, Christensen, S, Butler, D, & Dixon, B 2009 Contract
Law, Third Edition, Oxford University Press, North Melbourne
^ Hans Wehberg, Pacta Sunt Servanda, The American Journal of
International Law, Vol. 53, No. 4 (Oct., 1959), p.775.; Trans-Lex.org
Principle of Sanctity of contracts
^ Atiyah PS. (1986) Medical Malpractice and Contract/
Law and Contemporary Problems.
^ However, a movement in the 1990s to replace the separate teaching of
contract and tort with a unified law of "obligations" has met with
^ Blake V. (2012). When Is a Patient-Physician Relationship
Established?. Virtual Mentor.
^ a b c Bernstein DE. (2008). Freedom of Contract. George Mason Law
& Economics Research Paper No. 08-51.
^ Douglas D. (2002).
Contract Rights and Civil Rights. Michigan Law
^ ... indeed the Code was neither published nor adopted by the UK,
instead being privately published by an Italian University
^ Beatson, Anson's
Contract (1998) 27th ed. OUP, p.21
Library resources about
Resources in your library
Resources in other libraries
Law - Text, Cases and Materials (2005)
Oxford University Press ISBN 0-19-927480-0
P.S. Atiyah, The Rise and Fall of Freedom of
Contract (1979) Clarendon
Press ISBN 0-19-825342-7
Randy E. Barnett, Contracts (2003) Aspen Publishers
Scott Fruehwald, "Reciprocal Altruism as the Basis for Contract," 47
University of Louisville
Law Review 489 (2009).
Look up contract in Wiktionary, the free dictionary.
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Law School Wex entry on
Principles of European
United Nations Convention on Contracts for the International Sale of
Goods, Vienna, 11 April 1980
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