NEW Contract Cases- POINTS OF LAW

Chappell v Nestlé [1960] AC 87 POINT OF LAW

Consideration can be worthless, so long as it is actual.

Bret v JS and his Wife (1599) Cro Eliz 756 POINT OF LAW

Something that would be given involuntarily or just given anyway cannot be valid consideration.

Pao On v Lau Yiu Long [1980] AC 614 POINT OF LAW

a promise to perform, or the performance of, a pre-existing contractual obligation to a third party can be valid consideration. an act done before a promise was made was good consideration for that promise if it was done at the promisor's request and the parties understood the act was to be paid for at a later date, and the payment or benefit would have been enforceable had it been promised in advance.

Stilk v Myrick (1809) 2 Camp 317, 170 ER 1168 POINT OF LAW

When there is an existing contractual obligation of performance, and no extra would be gained from the alteration of one side, then there is no sufficient consideration.

Williams v Roffey Bros [1991] 1 QB 1 POINT OF LAW

where a party to a contract promised to make an additional payment in return for the other party's promise to perform his existing contractual obligations and as a result secured a benefit or avoided a detriment, that could constitute consideration.

Foakes v Beer (1884) 9 App Cas 605 POINT OF LAW

A promise to accept less is not binding for want of consideration.

Pinnel's Case POINT OF LAW

The payment of a smaller sum than is owed is generally not good consideration. However, if there is an advantage, then it might be. For example, if it is paid earlier, or something which is more valuable to the other is given, such as a horse, a hawk, or a robe.

Hughes v Metropolitan Rly (1877) 2 App Cas 439 POINT OF LAW

Negotiations suspended an eviction notice, showing that promissory estoppel can have a suspensory, rather than extinctive, effect on rights.

D and C Builders v Rees [1965] 3 All ER 837 POINT OF LAW

if a creditor accepts is asked to accept a lower payment and does, then that is not binding.

Woodhouse AC Ltd v Nigerian Produce Ltd [1972] AC 741 POINT OF LAW

To found a promissory estoppel, a representation must be clear and unequivocal

Combe v Combe [1951] 2 KB 215 POINT OF LAW

Promissory estoppel does not create a new cause of action where none existed before. It is a shield, not a sword.

Baird Textile Holdings Ltd v Marks and Spencer Plc [2002] 1 All ER (Comm) 737 POINT OF LAW

Estoppel could not create or recognise an enforceable right. It cannot create positive obligations, but is merely a defence.

Collier v Wright Holdings [2007] EWCA Civ 1329 POINT OF LAW

if a debtor offers to pay only a part of what he owns, the creditor voluntarily accepts the offer, and the debtor pays the part that he owes in full, the creditor will, by the virtue of promissory estoppel, be bound to accept the sum in full as satisfaction of the whole debt. In addition, in these circumstances, the promissory estoppel has the effect of extinguishing the creditor's right to the balance of the debt

Walton Stores v Maher (1988) 62 ALJR 110 POINT OF LAW

Estoppel by conduct?

Amalgamated Investment v Texas Commerce Int. Bank [1981] 3 All ER 577 POINT OF LAW

If parties share a mistake and act upon it, and one goes back on it, the court will give the other a remedy. (Estoppel by convention)

Crabb v Arun D.C. [1976] Ch 179 POINT OF LAW

If you cause someone to act to their detriment by causing them to believe they have a right in land which, stricti juris, they do not, then an equitable remedy may be afforded (Proprietary estoppel).

White v Jones [1995] 2 AC 207 POINT OF LAW

An agreement or promise can be enforced in tort if an expectation is lost by a third party from negligence by a professional doing a service meant to benefit that third party.

Pharmaceutical Society of Great Britain v Boots Cash Chemists (Southern) Ltd [1952] 2 QB 795 POINT OF LAW

the display of items was not an offer to sell but was merely an invitation to the customer to make an offer to buy, which was made and accepted at the cashier's desk under the supervision of a pharmacist.

Gibson v Manchester City Council [1979] 1 WLR 294 POINT OF LAW

Most contracts must conform to the ordinary analysis of offer and acceptance.

Felthouse v Bindley (1862) 11 CBNS 869 POINT OF LAW

There has to be acceptance of an offer for a valid contract to be made.

Household Fire & Carriage Accident Insurance Co Ltd v Grant (1879) 4 Ex D 216 POINT OF LAW

A contract formed by post is complete as soon as the letter of acceptance is posted, and is not put to an end in the event of the letter never being delivered.

Holwell Securities Ltd v Hughes [1974] 1 WLR 155 POINT OF LAW

The postal rule does not automatically extend to every case. In this case, a term in the offer that the notice of acceptance had to be delivered in writing to the offeror was enough to bind the acceptor to actually deliver it if they wanted a contract.

Entores Ltd v Miles Far East Corp [1955] 2 QB 327 POINT OF LAW

that while a contract made by post acceptance is complete as soon as the letter is in the post box, when a contract is made by instantaneous communication such as telephone, the contract is complete only when the acceptance is received by the offeror, since generally an acceptance must be notified to the offeror to make a binding contract.

Brinkibon v Stahag Stahl und Stahlwarenhandels GmbH [1983] 2 AC 34 POINT OF LAW

Whether an acceptance by instantaneous communication is valid must be resolved by reference to the intentions of the parties, by sound business practice and in some cases by a judgment where the risks should lie.

Brogden v Metropolitan Railway (1877) 2 App Cas 666 POINT OF LAW

Mere mental assent to the terms would not be binding, but acting upon those terms amounted to sufficient to shew the adoption of the writing previously altered and sent, and to constitute it a valid contract. Although there had been no communication of acceptance, performing the contract without any objections was enough.

Manchester Diocesan Council for Education v Comm. & Gen. Investments [1970] 1 WLR 241 POINT OF LAW

Where an offeror prescribes a particular mode of acceptance, but does not stipulate that only acceptance in that mode shall be binding, acceptance may be communicated in any other mode no less advantageous to the offeror.

Gibbons v Proctor (1891) 64 LT 594 POINT OF LAW

An offer can be accepted without knowledge of the offer, especially by conduct.

Dickinson v Dodds (1876) 2 Ch D 463 POINT OF LAW

An offer to sell property may be withdrawn before acceptance without any formal notice to the person to whom the offer is made. It is sufficient if that person has actual knowledge that the person who made the offer has done something inconsistent with the continuance of the offer.

Butler Machines v Ex-Cello Corp [1979] 1 WLR 401 POINT OF LAW

In a battle of forms case, the traditional analysis of offer and acceptance should be used. It is the offer or counter-offer that is accepted that forms the contract, and if that comes with one party's standard terms then those should be used.

TRW Ltd v Panasonic Industry Europe GmbH [2021] EWCA Civ 1558 POINT OF LAW

Careful drafting can negate the last shot doctrine. In this case, the first shot doctrine was upheld.

Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 POINT OF LAW

A unilateral contract is an offer to all the world to contract which is accepted by performance of the condition. Performance of the condition means that notification of acceptance is unnecessary.

Errington v Errington and Woods [1952] 1 KB 290 POINT OF LAW

A unilateral contract is accepted and cannot be revoked once offeree entered on performance of the contract.

Daulia v Four Millbank Nominees Ltd [1978] Ch 231 POINT OF LAW

The offeror (of a unilateral contract) cannot prevent the condition becoming satisfied, an obligation that arises as soon as the offeree starts to perform, after which it is too late for the offeror to revoke his offer.

Blackpool and Fylde Aero Club v Blackpool Borough Council [1990] 1 WLR 1195 POINT OF LAW

Invitations to treat may give rise to a collateral contract which requires D to properly consider all submitted tenders. This turns on whether a reasonable observer would think it obvious that D could not accept a tender before they had considered all valid submissions.

British Steel Corp v Cleveland Bridge & Engineering Co Ltd [1984] 1 All ER 504 POINT OF LAW

When 1 party does work at the request of another party in anticipation of a contract, where no contract is created, then that party is entitled to payment on a quantum meriut basis.

Hilias & Co v Arcos Ltd (1932) 147 LT POINT OF LAW

Terms can be implied based on previous transactions and trade practices to cure uncertainty. The courts will seek to interpret contracts fairly and broadly so as to find them legal and effective, without being too astute or subtle in finding defects.

Walford v Miles [1992] 2 AC 128 POINT OF LAW

An agreement must be sufficiently clear to be enforceable; an agreement to agree is likely not clear enough.

Jones v Padavatton [1969] 1 WLR 328 POINT OF LAW

Although family members might enter into legally binding contracts in regard to family affairs there was a presumption against such intention.

RTS Flexible Systems Ltd v Molkerei Alois Muller GmBH [2010] UKSC 14 POINT OF LAW

Whether there is an intention to create legal relations is to be inferred objectively based on the expectations of reasonable honest businessmen.

*L' Estrange v Graucob [1934] 2 KB 394 POINT OF LAW

the buyer had signed the contract without being induced to do so by misrepresentation and so was bound by it. It was wholly immaterial that she did not read it.

Parker v South East Railway Co (1877) 2 CPD 416 POINT OF LAW

To discern whether notices are part of the contract, the question is not whether they were under any obligation to read the conditions, but whether D had given sufficient notice.

Olley v Marlborough Court Ltd [1949] 1 KB 532 POINT OF LAW

For notices to form part of contracts, they must be clearly visible before the contract is entered into.

Thornton v Shoe Lane Parking [1971] 2 QB 163 POINT OF LAW

For a notice to be part of a contract that is not concluded by signature, it has to be either actually brought to the party's attention, or displayed in a way that was reasonably sufficient to bring it to their attention. Further, with automatic machines, the offer is the holding out of the machine ready to take payment and the acceptance is the payment.

Interfoto Picture Library v Stiletto Visual Programmes [1988] 1 All ER 348 POINT OF LAW

when a condition in a contract was particularly onerous or unusual and would not generally be known to the party, the party seeking to enforce it had to show that it had been fairly and reasonably brought to the other's attention. If not, they were not bound by it.

McCutcheon v MacBrayne [1964] 1 All ER 430 POINT OF LAW

Previous dealings are relevant only if they prove knowledge of the terms, actual and not constructive, and assent to them. If it can be demonstrated that two parties regularly make the same contract with he same terms, and that both parties knew of and agreed to the conditions, then in a future contract which doesn't have the terms, there MAY be scope to imply them.

*Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896 POINT OF LAW

Interpretation is ascertaining the meaning using absolutely anything which would reasonably have been available to the parties as they were at the time of the contract, except negotiations. The meaning of a document is not the same as its literal meaning, as it must be taken in the context of the background. This means that business common sense prevails over literal meaning.

Arnold v Britton [2015] UKSC 36 POINT OF LAW

When interpreting contracts, the most important thing should be the language itself with reference to the intentions of the parties. Commercial common sense should not be overused. When language is ambiguous or poorly drafted, courts can veer further away from the literal meaning and closer to the intentions. However, this should not be done overzealously or altruistically. The mere fact that a court may be pretty confident that the subsequent effect or consequences of a particular interpretation was not intended by the parties does not justify rejecting that interpretation. If a contract is sufficiently unclear or contradictory, then courts may alter it to give effect to the intentions of the parties.

Wood v Capita Insurance Services Ltd [2017] UKSC 24 POINT OF LAW

The court's task is to ascertain the objective meaning of the language which the parties have chosen to express their agreement. Textualism and contextualism are not conflicting but are both tools which can be used to ascertain the objective meanings of the contract.

Chartbrook v Persimmon Homes [2009] UKHL 38 POINT OF LAW

Precontractual negotiations are inadmissible when discovering the intentions behind contracts, but are admissible for other purposes. The minor exception to this is the "private dictionary rule", however that should not be used in most cases. To correct mistakes by construction, there must be a clear mistake and it must be clear what correction ought to be made in order to correct the mistake.

Rainy Sky SA v Kookmin Bank [2011] UKSC 50 POINT OF LAW

Where a contract is drafted such that there are two potential meanings, the one which makes the most commercial sense will be followed.

Photo Productions Ltd v Securicor [1980] 1 All ER 556, [1980] AC 827 POINT OF LAW

The doctrine of fundamental breach is not a rule of law but of construction.

George Mitchell v Finney Loch Seeds [1983] 2 AC 803 POINT OF LAW

While the courts did come dangerously close to reintroducing the doctrine of fundamental breach, it is still not good law.

John Lee & Son (Grantham) Ltd v Railway Executive [1949] 2 All ER 581 POINT OF LAW

Contra Proferentem should be used when a clause is put forward which is by no means free of obscurity.

Persimmon Homes Ltd v Ove Arup & Partners [2017] EWCA Civ 373 POINT OF LAW

The contra proferentem rule requires any ambiguity in an exemption clause to be resolved against the party who put the clause forward and relies on it.

Transocean Drilling UK Ltd v Providence Resources Plc [2016] EWCA Civ 372 POINT OF LAW

Artificial approaches to the construction of commercial contracts are to be avoided in favour of giving the words their ordinary and natural meaning.

Triple Point Technology v PTT Public Company Ltd [2021] UKSC 29 POINT OF LAW

Clear words are necessary before the court will hold that a contract has taken away valuable rights or remedies which one of the parties to it would have had at common law or statute. The more valuable the right abandoned, the clearer the language will have to be.

The Moorcock (1889) 14 PD 64 POINT OF LAW

an implied warranty/covenant, as distinguished from an express warranty or express contract, is founded on the presumed intention of the parties. The implication that the law draws from what must obviously have been the intention of the parties, the law draws with the object of giving EFFICACY to the transaction.

Attorney General of Belize v Belize Telecom Ltd [2009] UKPC 10, [2009] 1 WLR 1988 POINT OF LAW

When deciding whether to imply a term into a contract, the business efficacy and officious bystander tests are not to be treated as different tests. There is only one question: what the instrument, read against the rest of the background, would reasonably be understood to mean.

Marks and Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd [2015] UKSC 72, [2016] AC 742 POINT OF LAW

The notion that a term will be implied if a reasonable reader of the contract, knowing all its provisions and the surrounding circumstances, would understand it to be implied is quite acceptable, provided that the reasonable reader would be treated as reading the contract at the time it was made, and he would regard the term as so obvious as to go without saying or to be necessary for business efficacy.

Wells v Devani [2019] UKSC 4 POINT OF LAW

You should use interpretation over implication.

Duval v 11-13 Randolph Crescent Ltd [2020] UKSC 18 POINT OF LAW

Terms can be implied where parties can be said to be reliant upon certain clauses giving them rights and actions.

Yam Seng Pte Ltd v International Trade Corp Ltd [2013] EWHC 111 (QB) POINT OF LAW

The court can imply a requirement of good faith, by which Loggat LJ mostly meant honesty. The test for this is is objective in the sense that it depends not on either party's perception of whether particular conduct is improper but on whether in the particular context the conduct would be regarded as commercially unacceptable by reasonable and honest people.

Mid Essex Hospital Services NHS Trust v Compass Group UK and Ireland Ltd (t/a Medirest [2013] EWCA Civ 200 POINT OF LAW

A court will not force a contracting party not to engage with the full remit of its contractual rights merely because it would be "arbitrary, irrational, or capricious".

Smith v Eric S Bush [1989] 2 All ER 514 POINT OF LAW

UCTA requires that all exclusion notices which would in common law provide a defence to an action for negligence must satisfy the requirement of reasonableness. A valuer owed a d of c to excercise reasonable skill and a disclaimer of liability was a notice which purported to exclude liability and would this be ineffective unless reasonable, per 2(2) and 11(3) UCTA

Phillips Products v Hyland [1987] 2 All ER 620 (CA) POINT OF LAW

-Defined what it means to exclude/limit liability (in this case, it included negativing a common law liability in tort which would otherwise fall on D). -Showed what it meant to be reasonable (in this case it was unreasonable because Ps had so little control over the choice of the driver, driver's actions, no chance to get insurance etc).

Thompson v Lohan (Plant Hire) Ltd [1987] 2 All ER 631 (CA) POINT OF LAW

UCTA's prohibition of exclusion of liability for negligence is only for the victim; you can exclude liability against other parties.

Goodlife Foods Ltd v Hall Fire Protection Ltd [2018] EWCA Civ 1371 POINT OF LAW

In this case, the exclusion clause was not particularly onerous or unusual and had been reasonably brought to the other parties' attention. Clause was thus incorporated and, due to the parties' equal size and bargaining power, and the option of paying for insurance, it was not unreasonable.

Last Bus DC v Dawsongroup and EvoBus [2023] EWCA Civ 1297 POINT OF LAW

In enacting UCTA, Parliament had not legislated over the whole field of contract. In commercial matters where the parties were of equal bargaining power, the parties were free to apportion risk as they saw fit. Parliament had, however, legislated to control the reasonableness of certain terms in specified types of contract and those were not limited to consumer contracts.

Stewart Gill Ltd v Horatio Myer & Co Ltd [1992] QB 600 (CA) POINT OF LAW

A term in a contract which includes a prohibition on a payment or credit being set off against the price claimed is prima facie unreasonable. Once found unreasonable, the whole clause is gone, not just the offending part.

St Albans DC v International Computers [1996] 4 All ER 481 POINT OF LAW

In s3 UCTA: 'business' includes a profession and the activities of any government department or local or public authority. 'deals' means 'makes a deal', irrespective of any negotiations that may have proceeded it.

African Export-Import Bank Ltd v Shebah Exploration & Production Co Ltd [2017] EWCA Civ 845 POINT OF LAW

"the relevant terms should exist in written form prior to the possibility of the making of the relevant agreement arising" (for standard terms of business to count as standard terms of business).

Kásler v OTP Jelzálogbank Zrt of 30 April 2014 (C-26/13); [2014] 2 All E.R. (Comm) 443 POINT OF LAW

The requirement for transparency includes not only that the term be drafted in plain, intelligible language, but also that the mechanisms should be transparent.

Aziz v Caixa d'Estalvis de Catalunya, Tarragona i Manresa of 14 March 2013 (C-415/11) POINT OF LAW

To assess whether the imbalance arises 'contrary to the requirement of good faith', it must be determined whether the seller or supplier, dealing fairly and equitably with the consumer, could reasonably assume that the consumer would have agreed to the term concerned in individual contract negotiations.

ParkingEye Ltd v Beavis [2015] UKSC 67 POINT OF LAW

The fairness test does not apply to core terms, which define the main subject matter of the contract, nor to the adequacy of the price or remuneration for the goods or services supplied.

Hong Kong Fir Shipping v Kawasaki [1962] 2 QB 26 POINT OF LAW

"unless the nonperformance alleged in breach of the contract goes to the whole root and consideration of it, the covenant broken is not to be considered as a condition precedent, but as a distinct covenant, for the breach of which the party injured may be compensated in damages" Remedies open to the innocent party for breach of a stipulation that isn't a condition depend on the nature of the breach and its foreseeable consequences. One class is where the owner by his conduct indicates that he considers himself no longer bound to perform. In that case, the charterer may accept the repudiation and treat the contract as at an end. The second class is where the owner is unable to perform a particular stipulation precisely in accordance with the terms of the contract, however hard he try. In that case, the question is whether the breach of the stipulation go so much to the root of the contract that it makes further commercial performance of the contract impossible, or in other words is the whole contract frustrated? If so, the innocent may treat the contract as at an end. If not, his claim sounds in damages only.

Created the innominate term, a term which is neither a warranty nor a condition. The remedies available for breach of an innominate term depend on the seriousness of the breach and its foreseeable consequences, so cannot be determined until the term is breached.

Schuler v Wickman [1974] AC 235 POINT OF LAW

the word condition had acquired more than one meaning in contracts. Just because a term is called a condition in the contract does not mean that it is one.

Bunge Corp v Tradax [1981] 1 WLR 711 POINT OF LAW

it is by construing a contract that one decides whether a term is a condition, and not by considering the gravity of the breach.

Hochster v De La Tour (1853) 2 E&B 678 POINT OF LAW

The refusal to perform a promise means breach.

Woodar v Wimpey [1980] 1 All ER 571, [1980] 1 WLR 277 POINT OF LAW

A contracting party is allowed only to claim nominal damages if he has not personally suffered any loss.

Sumpter v Hedges (1898) S&T 348 POINT OF LAW

Where a contract is only partially performed, the party in breach cannot claim for the partial performance, unless a new contract may be inferred

Johnson v Agnew [1980] AC 367 POINT OF LAW

Termination is prospective - it wipes away future obligations under the contract but does not render the contract void ab initio. Obtaining an order for specific performance does not forfeit the right to terminate and sue for breach.

Lombard North Central v Butterworth [1987] QB 527 41 POINT OF LAW

Parties can allocate terms the position of condition, and if they do, breach of it will mean that the other party can terminate and sue for damges. All future payments will become damages.

Geys v Société Générale London Branch [2021] UKSC 63 POINT OF LAW

Unaccepted repudiation is thing writ in water.

Hoenig v Isaacs [1952] 2 All ER 176 POINT OF LAW

Performance must be "very substantial" - either amounted to breach of condition or went to root of contractual performance - for a contracting party to be entitled to payment of the contracting price.

White & Carter v McGregor [1962] AC 413 POINT OF LAW

Parties are not required to accept repudiation. The court will not stop a party enforcing contractual rights merely because it is unreasonable to do so.

Clea Shipping v Bulk Oil International [1984] 1 All ER 129 (Alaskan trader) POINT OF LAW

"...there comes a point at which the court will cease, on general equitable principles, to allow the innocent party to enforce his contract according to its strict legal terms. How one defines that point is obviously a matter of some difficulty for it involves drawing a line between conduct which is merely unreasonable...and conduct which is wholly unreasonable. But however difficult it may be to define the point, that there is such a point seems to me to have been accepted."

Beswick v Beswick [1968] AC 58 POINT OF LAW

You only have the right to order performance of a contract to which you are not a party but from which you benefit if you are in trust to the party that is not being paid.

Sky Petroleum v VIP Petroleum [1974] 1 WLR 576 POINT OF LAW

Where to grant an injunction would be to order specific performance of a contract to sell and purchase non-specific or unascertained chattels, such an order would normally be refused. However, because Ds were the only source of supply available to Ps and the sole means by which they could continue their business, damages would not be sufficient, so an injunction was ordered.

Co-Operative Insurance Soc v Argyll Stores (Holdings) Ltd [1998] AC 1 POINT OF LAW

Some reasons why specific performance might not be granted: where the continued supervision of the court is necessary to ensure the fulfilment of the contract; where the loss suffered for performance is far greater than the loss for the other side if the contract were broken; when it is very difficult to construct specifically enough what the specific performance consists of.

Lumley v Wagner (1852) De GM & G 605; 42 ER 687 POINT OF LAW

The court cannot compel by specific performance the performance of personal services, but it can prevent you from doing something which you promised not to do. It can interfere to prevent the violation of the negative stipulation.

Warner Bros v Nelson [1937] 1 KB 209 POINT OF LAW

The court will not enforce negative stipulations in contracts of personal service if the effect would be either the performance of the positive obligations or idleness.

Warren v Mendy [1989] 1 WLR 853 POINT OF LAW

Where a contract for the performance of personal services involved the continuing exercise of some special skill or talent and a high degree of mutual trust and confidence the court would not enforce negative stipulations if to do so would effectively compel performance of the positive obligations.

LauritzenCool AB v Lady Navigation Inc [2005] 1 WLR 3686 POINT OF LAW

When it's not a contract for personal services, the court should grant a negative injunction, even if it would result in performance.

Robinson v Harman (1848) 1 Exch 850, 855 POINT OF LAW

The rule of the common law is that where a party sustains a loss by breach of contract he is, so far as money can do it, to be placed in the same situation as if the contract had been performed.

The Golden Victory [2007] UKHL 12, [2007] 2 WLR 691 POINT OF LAW

Damages may be reduced where subsequent events are known to the court at the date of the trial and those events would have reduced the actual loss suffered.

Addis v Gramophone Co [1909] AC 488 POINT OF LAW

General rule is that damages for breach of contract could not include damages for mental distress.

Jarvis v Swan's Tours [1973] QB 233 POINT OF LAW

Mental distress may be a relevant consideration when considering damages if the object of the contract was to provide pleasure.

Watts v Morrow [1991] 1 All ER 937 POINT OF LAW

A contract-breaker is not in general liable for any distress, frustration, anxiety, tension or aggravation which his breach of contract may cause.

Mahmud v BCCI [1998] AC 20 POINT OF LAW

A claimant can recover for loss of reputation resulting from breach of contract provided that it results in financial loss meeting the rules of remoteness

Johnson v Gore Wood [2001] 1 All ER 481 POINT OF LAW

A contract-breaker is not in general liable for any distress, frustration, anxiety, tension or aggravation which his breach of contract may cause. This rule is founded on considerations of policy rather than because such reactions are not foreseeable. The rule is not absolute; where the object of a contract is to provide pleasure, relaxation, peace of mind, or freedom from molestation, damages will be awarded if the fruit of the contract is not provided or the contrary result is procured instead.