contract for the 100th time

offer

• invitation to treat ≠ offer - Fisher v Bell

• Counter offer destroys original offer - Hyde v Wrench

Gibson v Manchester City Council and Storer v Manchester City Council.

acceptance

silence ≠ acceptance - felthouse  v Bindley

must consider all bids - Blackpool

unilateral contract = acceptance by performance - Carlill v Carbolic Smoke

parol evidence rule

If a contract is written and specifically notes that all terms are included, outside terms, i.e., oral terms, will not be used to try to alter the agreement. - Inntrepreneur Pub Co v East Crown Ltd

“mere request for information doesn’t = counter offer” is reflected in what case?

stenvson

rule for acceptance by text/email/etc

entoreres v miles- acceptance when reciveved/delivered

postal rule

adams v lindsell - the second the letter is posted = acceptance

terms

• condition (goes to the root of the contract) - poussard v spires

• warrenty (secondary to the main purpose of the contract) - botteni v gye

• inominate terms - hongkong fir shipping

• express terms (clearly made)

• implied terms- incooperated by facts (moorock-Business efficacy test: term must be necessar) or statue (SLG 1979-s14 fit for pupose)

incooperation of terms

• signiture (bound to it unless misrepresentation) - l’estrange

• notice- parker v South Eastern Railway: reference to terms must be on a document one would

  reasonably expect to contain contractual terms

• course of past dealings - mccoughean v david

Terms vs Representations

Statements made during negotiations may or may not become contractual terms.

Key distinction lies in the intention to be bound.Factors:

• Timing — closer to contract = more likely to be term.

• Importance — was it relied upon?

• Special knowledge/expertise — if one party is in a better position, statement likely a term

(Dick Bentley v Harold Smith Motors).

contra perfertume

• Ambiguities (ambiuouse terms) interpreted strictly against party relying on clause (case examples: Houghton v Trafalgar Insurance)

• If a term is particularly unusual, then it must be brought to the other party’s attention (Interfoto Picture Library Ltd v Stiletto)

unfair contract terms 1977

B2B

s2 → no exclusion of liability for physcial injury or death

s11→ reasonableness test. Factors include bargaining strength, availability of alternatives, and awareness of

the clause

• (Smith v Eric S Bush (1990)).

→ the exclusion clause was unfair because the claimant had no alternative and relied on the other party’s bargin

consumer rights act 2015

cosumer + trader

s9 - s18 → quality of goods, fit for purpose, matches description, good quality

is there legal contract between married couples + social relationships

no - belfour v belfour

unless divorced- merritt v merrit

certainty

courts are contract perservers not destroyers! (hillas v aroc, KSY juice v citorsuco)

intrepratation:

• Courts aim to ascertain objective meaning, not subjective intent (Investors Compensation Scheme Ltd v West Bromwich Building Society (1998)).

common mistake

void! no damages

→ where both parties are mistaken about the same thing and it goes straight to the root of the contract (bell v lever bros)

• may be mistake as to ownership. can’t sell something you already own - cooper v phibbs

• mistake as to subject matter. could be something that doesn’t exist before/ at the time (courturier)

mutual mistake

Void! no damages

• both parties are mistaken but about different things

• raffels v Wichelhaus- mistake as to subject matter (2 boats with the same name)

unilateral mistake

→ one party is mistaken, and the other party knows or ought to have known

• could be in terms. eg = money (Hartog v colin) → established that a party cannot "snap up" an offer that they know, or should reasonably know, is a mistake

as to identity:

• face-to-face - Phillips v Brooks (VOIDABLE!) - if it overlaps with misrepresentation damages may be avaliable

• written - shogun finances

rectification

Where a written contract doesn’t match the intention of both parties, the courts will rectify it to match the parties’ intention - Jocylean v Nissan → Must show clear prior agreement and mistake in recording it

Mistake

• party ment one thing but written contract includes another

• requires strong proof of a common intention

must be at the time of the recording of terms (charterbook v persimmonn)

fraudlent misrepresentation

• a party knowignly or ought to have known makes a false statement without belife in it being true or recklessly - derry v peaks

• if you have supriorior knowldge because your a proffesional then opinion can be misrpresentation- Smith v Land

• if something was said and is true but becomes untrue before contract is finialized, still must let the other party know

damages = all direct losses that arose from the breach of contract

• voidable

• right to rescind (pre-contract position)→ unless the victim affirms, delays seeking remedies, or if a third party has already gained subject matter, or if impossible to restoer parties to pre-contractual positions

neggligent misrepresentation

at common law:

• hedly bryne v Heller - The House of Lords established that a defendant can be liable for a negligent misstatement if a "special relationship" exists between the partie

• duty of care between the relationship, foreseeable loss, reasonable reliance (lawyer + client)

statue:

misrepresentation act 1967 s2(1)

This is the most common claim. It reverses the burden of proof, requiring the defendant to prove they had reasonable grounds to believe the statement was true and “damages as if fruadlent”

innocent misrepresentation

→ reasonable grounds for belief. genuinely believed the statement to be true.

Misrepresentation Act 1967 s2(2) → remedies for innocent misrep

• Discretionary Damages: Unlike fraudulent or negligent misrepresentation, there is no automatic right to damages for innocent misrepresentation. Instead, the court has the discretion to award them if it considers it equitable to do so

• Damages under Section 2(2) are specifically awarded "in lieu of rescission",. This means that if the court decides not to set the contract aside (rescission), it can grant financial compensation to the innocent party instead
  if no recision then damages if no damages than recision

for there to be misrpresentation, what are the requirements?

• must be a statement of FACT not OPINION (bissett v wilkinson) unless dishonest (edignton) or proffesional (smith v land)

• silence ≠ misrepresentation unless there is a duty to speak which arises if circumstances change and render the statement untrue (with v o’fleagean)

• misrepsentation must have induced the contract (redgrave v hurd) but need not to be the sole inducement (smith v chadwick)

ecenomic duress

illigitmate pressure (times travel and pao on v lau yiu long)

1. Pressure directed on the victim

2. The pressure is illegitimate:

3. Causation: The pressure must have caused or contributed to the decision to enter the contract. For economic duress specifically, it must be the "but for" cause of the agreement.

4. No reasonable alternative: The victim must have felt they had no practical choice but to agree to the terms.

5. Protested

→ tort based damages may be awarded alongside recission

actual undue influence

• VOIDABLE!!!

• threats

• williams v bayley

Courts do not award damages for undue influence, only recission

presumed undue influence

VOIDABLE! Courts do not award damages for undue influence, recission avalaibale

1. there must be a recognized relationship (doesn’t include husband and wife) - national westminister bank v morgan

• if it’s an “other” relationship it must be prooved (re craig)

2. suspeciouse transaction

• third party - aka bank (Royal Bank of Scotland v Etridge )

→ bank must recommend solicotor, provide the details, obtain written conformation of advice, contact party directly, etc.

D must then show that they had independent advise and were aware

unconscianability

• volunrable due to age or diseas but usually courts like to use docterime of undue influence

• ex anyway: lloyd bank v bundy

illigality and public policy

• void! uneforceable! or party severable (removing illigale parts)

1. illegal at formation

• contract = crime (everet v williams)

2. Illegal to performance

• lawful on paper but the way it is performed is unlawful / against statue

• ParkingEye Ltd v Somerfield - must be central to illigale act

3. contrary to public policy

• undermines morality / justice of the states interest

• ex: emploer saying you can never work in the whole entire industry again

petal v mirza: modern framework for formation and performance

• Even if act is illiagle courts don’t want to leave one party unkustly enriched

1. What is the purpose of the law breached?

→ Does the law intend to make such a contract void?

2. Are other public policies affected?

→ E.g. unjust enrichment, proportionality

3. Is denial of relief proportionate to illegality?

→ does allowing the other party to benefit encourgae crime or unfairly reward them?

types of frustration

must happen after the contract has been formed!

1. distruction as to subject matter

→ taylor v cadwell

2. Death or permanent illness of party

→ Stubbs v Holywell Railway Co

3. illigality

→ firbrosa v fairburn (war case)

4. performance becomes pointless

→ krell v henry

5. unavaliability of person/thing that is crucial for contract

→ robinson v davidson

6. imposibility of the agreed method

→ the Eugenia

exclusions / limitations to frustration

self induced ≠ frustration

→ the super servant two

→ Maritime National Fish Ltd v Ocean Trawlers Ltd

alternative avaliable, they had control. no specific

→ the super servant two

forseeable risk

→ the eugenia

effects of frustration

automatically discharge!

law reform (frustrated contracts) act 1943 - 1947 for NI

s1(2)- recovery for money paid before frustration

s1(3)- if one party obtained a benefit other than money, they must pay a just sum to the other party

what case does promissory estoppel come from?

Central London Property Trust Ltd v High Trees House Ltd

• The Promise: Someone makes a promise or leads another person to believe there is an agreement.

• The Reliance: The other person believes the promise and acts on it.

• The Detriment: Because they trusted the promise, that person suffers a loss or puts themselves in a worse position (this is called acting to their detriment).

• The Outcome: If this happens, a judge can use their discretion to enforce the promise, even if there was no formal contract

what happens if a contract becomes VOID?

What the Claimant gets: Because there is no legal contract to breach, the claimant generally cannot claim contractual damages,. Instead, the goal is to restore the parties to their original positions. The claimant may seek the return of property or money already transferred. If one party has benefited unfairly, the court may allow restitution to prevent unjust enrichment

what happens if a contract becomes VOIDABLE?

A voidable contract is valid until the innocent party (the claimant) chooses to set it aside, a process known as rescission,.

• What the Claimant gets:

  • Rescission: This is the primary remedy. It cancels the contract and aims to restore both parties to the position they were in before the contract was ever made,.

  • Damages: Unlike void contracts, claimants can often get damages if the contract is voidable

when is a contract usually VOID?

• mistack

• illligality

when is a contract usually VOIDABLE?

• misrepresentation

• duress

• undue influence

what does it mean to discharge a a contract?

Discharge marks the legal end of a contract that was validly formed and had been in operation. It concerns the termination of future obligations rather than the invalidation of the entire agreement from the star

when / how is a contract discharged

• by performance

• by agreement

• by breach

• by frustration

disharge of a contract- by performance

The rule, as per Cutter v Powell, is that you must perform the complete agreement to get paid in full. Even if you do half the work, but say you have passed away, you cannot claim money for half the work you did. its “all or nothing” → but this is usually very strict, so courts also do…

exceptions:

substantial performace hoeing v isaacs

Mostly complete, minor defects.

Payment minus cost of cure

severable/divisible contract Ritchie v Atkinson

Completion of specific units/parts.

Payment for the completed parts

Prevention

Attempted performance blocked by another.

Damages or payment for work done (quantum merit)

• or voluntary acceptance of partial performance!

disharge of a contract- by agreement

1. Mutual Rescission- Remedy: Mutual release from future obligations

• Both parties agree to release each other.

• Consideration is mutual agreement to release of obligations.

2. Bilateral/Unilateral Discharge

• Bilateral: both sides have obligations remaining — consideration (You haven’t delivered goods yet + I haven’t paid yet = We both agree to cancel)

• Unilateral: one side has fully performed but cannot cnacel because the other has no completely performed. not legally binding — additional consideration or deed required.

3. Accord and Satisfaction

Step 1: Accord (agreement)

• Parties agree to accept something different
  (e.g. less money, different performance)

Step 2: Satisfaction (performance)

• The new agreement is actually carried out

4. Variation/Substitution

• New contract replaces the old one.

(a) Variation

→ You change parts of the existing contract

• Original contract still exists

• Just modified terms

(b) Substitution

→ You replace the old contract entirely

• Old contract is discharged

• New contract takes over

disharge of a contract- by breach

• A breach does not automatically discharge the contract! (unlike frustration)

1. Actual breach

• one party fails to perform at the time of the performance

• consequences depends on the term that was breached (condition, warranty, Innominate term)

2. Anticipatory breach

• notice of future refusal to perform. (Hochster v De La Tour)

• doesn’t have to claim remedies RIGHT away, but the longer you wait, the more risk there is for frustration /mitigation/ affirmation

3. Repuditory breach

• where one party implidy, expressely, or by actions show they will not compelte the contract

• serious enough to give the innocent party the legal right to terminate the agreement (breach of condition or Innominate term)

• Refuses to perform, OR

• Breaks a key (essential) term, OR

• Makes performance impossible

White & Carter (Council Ltd) v McGregor

→ two options

1) terminate

2) affirm (no requirement for innocent party to accept BUT Lord Reed sets out 2 limitations to this.

(1) The other party must cooperate

(2) the other party must have a legitimate interest

what are the consequences (depending on the term) to breach?

o Breach of condition → termination + damages. “root of contract” Poussard v Spiers

o Breach of warranty → damages only. Bettini v Gye - minor defect

o Innominate term → apply Hongkong Fir test.

→ Does the breach deprive the innocent party of substantially the whole benefit which it was intended they should obtain from the contract

→ If the effect is serious (Yes) = condition.

→ If the effect is not as serious = Warrenty.

Termination Clause

allow a contract to be ended without a breach occurring. To be effective, these clauses must be clear and the parties must strictly follow the agreed procedures set out in the documen

Exception Clause

• A clause that tries to limit or exclude liability for breach

• controled by statue (unfair contract terms 1977 / consumer rights act 2015)

Reliance Loss

• A type of damage claimed after breach

• You recover the money you spent relying on the contract

• Puts you back to the position before the contract

Effect of Discharge by Breach

• Contract ends for future obligations.

• Innocent party may sue for damages — expectation loss or reliance loss.

• Termination ≠ rescission (rescission restores parties to pre-contract state

remedies

Remedies aim to protect the expectation interest — putting the innocent party in the position they would have been in had the contract been properly performed. depends on the nature of breach and type of contract.

hadley and Baxendale - can’t be too remote

common law remedies

Damages

1. Expectation Loss

• Robinson v Harman

• "loss of bargain"—essentially, getting what you were promised,

• most common

2 main ways to calculate:

→ 1) cost of cure (cost of cure must be proportionate to loss of amenity awarded- example shallow pool aka Ruxley Electronics v Forsyth).

→ 2) Difference in Value: If you receive a defective item, you claim the difference between the value of what you were promised and the value of what you actually got. This is used to pay for someone else to fix the breach

Farley v Skinner: Damages for loss of enjoyment due to breach of contract involving non-pecuniary loss. For peace of mind contracts. amenity. Non-pecuniary damages: Rare — allowed where the contract’s purpose is enjoyment

2. Reliance Loss

• Apply this when you want to be restored to the position you were in before the contract was ever made

applied when..

→ expectation loss is impossible to calculate

→ Pre-contractual expenses are involved: Anglia Television v Reed (actor pulled out of play but studio was already being worked on)

limits: can’t use it to escape bas bargin

3. Liquidated Damages

   • Apply this if the contract itself contains a clause stating exactly how much must be paid in the event of a breach. SUM CANNOT BE A PENTALY. (penalty = unporportionate to legitimate interest)

   • Apply the Cavendish test:

→ To be valid, the amount must not be out of proportion to the party's legitimate interest in seeing the contract performed

4. Restitution for unjust enrichement (rare)

• The Sine Nomine

• forces defendant to give up the gains unjustly obtained at the innocent party’s expense

• applies when contract is void, failed, or partially performed.

limitations to common law remedies (damages)

1. causation (breach must cause the loss)

2. remoteness (hadley v baxendale → must be natural (ex: You order goods and they are late → you lose the sale of those goods), if not must show reasonableness)

3. Mitigation: You have a duty to take reasonable steps to minimise your loss; if you can avoid it, you cannot recover it.

when to apply common law (damages) vs equitable remedies

• financial? = Damages

• performance still desired= Equitable remedies

equitable remedies

• applied when damages are insufficient (when the award doesn’t compensate

1. Specific Performance

• courts order the party that breached the bargain to fulfil their bargain (Beswick v Beswick)

• not applied if constant monitoring is required (Ryan v mutual tontine)

2. Injunction

• Prohibitory (Negative) Injunctions: These restrain a party from breaking a negative promise, such as an exclusivity or non-compete clause. In Warner Bros v Nelson, the court granted a negative injunction to restrain actress Bette Davis from working for a rival studio in breach of her contract

• Mandatory (Positive) Injunctions: These compel a party to take a positive action. These are much harder to obtain and are rare

loss of amenity damages

• damages which = compensation for the disappointment or inconvenience caused by the minor defect.

• Ruxley Electronics v Forsyth

what case emphasises that Damages will only be awarded to compensate actual loss.

The Golden Victory 

→ courts need to be careful not to overcomepensate

→ can’t back out of a contract because you fear something to happen it has to actually happen

robinson v harman- only compensate for loss suffered

consideration

practical benefit = consideration (Williams v Roffy Bros)

Traditionally, paying more for the same work doesn't = consideration - Silke V Myrick

paying less for the same work does not equal consideration - foaks v beer

tangable vs intabgable loss

Tangible loss

= Physical, measurable loss (you can see or calculate it)

Intangible loss

= Non-physical, harder-to-measure loss

Examples:

• Pain and suffering

• Emotional distress

• Loss of enjoyment

• Damage to reputation

→ not visable (ex if contract is made for enjoyement / non-pecunirary loss. fearly v skinner

must be 1. main or significant reason for contract (relaxing) 2. specific intruscition 3. not following the instructions caused distress or fear.

example of invitation to treat

invitation to treat. An invitation to treat is an openness to negotiations as seen in cases such as…

Advertisements: Partridge v Crittenden

Display of goods in shops — Fisher v Bell

Auctions — British Car Auctions v Wright.

defenition of frustration which you always have to mention

davis contractors v fareham → = Not simply hardship/material loss = frustration, there must be a change in the significance of the obligation

what is recssion and when can you recind a contract? when can you not recinde?

Rescission is an equitable remedy in contract law that renders a contract voidable, rather than void, effectively setting the agreement aside and aiming to restore both parties to their pre-contractual positions

avaliable for:

• all voidable stuff

• by mutual agreement

isn’t that just the same things as void?

→ voidable describes the legal status of the contract, whereas rescission is the remedy used to set it aside

When You CANNOT Rescind (Bars to Rescission)

Even if one of the factors above exists, you may lose the right to rescind (known as "bars") if:

• Affirmation: You discover the truth but continue with the contract anyway.

• Lapse of Time: You wait too long to seek the remedy.

• Third-Party Rights: An innocent third party has already bought the subject matter of the contract.

• Impossibility of Restitution: It is no longer possible to put the parties back in their original positions (though courts are increasingly flexible here)

misrpresentation defenition

Definition

Misrepresentation is an unambiguous false statement of fact or law made by one party to another, which is material and induces the other party to enter the contract.

remedies definition

The primary remedy for breach is damages to compensate the claimant and place them in the position they would have been in had the contract been performed (Robinson v Harman (1848)).

intention to create legal relations

For a contract to be binding, both parties must have objectively intended legal

consequences.

• In commercial agreements, there is a strong presumption of intention (Edwards v Skyways).

• In domestic/social contexts, there is a presumption of no intention, rebuttable with

clear evidence (Balfour v Balfour (1919)).

o In Merritt v Merritt (1970), the court distinguished itself from Balfour,

holding that agreements made in separation carry legal intent.

In Gibson v Manchester City Council, the phrase "may be prepared to sell" was held not to be an offer because a reasonable person would see it as a preliminary negotiation. In contrast, in Storer v Manchester City Council, clear language like "I enclose the agreement for you to sign" was deemed an offer because it showed an objective intent to be bound

in every pq, what should you always start with?

• definition (and any applicable case)

when/why should offer be revoked

According to Byrne v Van Tienhoven, a revocation is only effective once it has been communicated

• if you accidently made offer without intention to deal

• must revoke BEFORE acceptance is made

steps to a pq

1. was there an offer/acceptance/consideration/intention to deal/ invitation to treat

2. how were the terms/conditions incoorperated and what are they

3. what’s the vitiating factor

4. are any remedies avaliable?

5. conclusion paragraphs

vitiating factors definition

1. Mistake

A mistake is an error that may prevent a valid contract from forming or render it void ab initio (from the beginning). It typically occurs when the error goes to the "root" of the agreement.

• Common Mistake: Both parties share the same fundamental error.

• Mutual Mistake: Parties misunderstand each other, resulting in no "meeting of the minds".

• Unilateral Mistake: One party is mistaken, and the other party knows or ought to know about the error.

2. Misrepresentation

Misrepresentation is defined as an unambiguous false statement of existing fact or law made by one party to another, which is material and induces that party to enter into the contract. Unlike mistake, misrepresentation renders a contract voidable, meaning the innocent party can choose to rescind it or seek damages.

• Fraudulent: Made knowingly, without belief in its truth, or recklessly.

• Negligent: Made without reasonable grounds for believing it to be true.

• Innocent: Made with an honest and reasonable belief in its truth.

3. Duress

Duress involves illegitimate pressure exerted by one party to coerce the other into a contract, leaving the victim with no real choice. It vitiates consent, making the contract voidable.

• Economic duress: Financial pressure used to coerce consent in a commercial context. The Universe Sentinel - made a 5 stage test

1: pressure on the victim

2: illegitimate pressure

3: no real alrternative

4: protested

5: caused the v to enter

• Unlawful Threats: Atlas Express Ltd v Kafco (1989) defines economic duress in the context of an unlawful threat to breach a contract where the victim has no reasonable alternative.

• Lawful Threats: Times Travel Ltd v Pakistan International Airlines Corp (2021)

→ A lawful threat does not equal illegitimate pressure unless there is bad faith or an abuse of power. If a party genuinely believes they have a legal right to act as they did, "hard bargaining" alone does not amount to duress

4. Undue Influence

Undue Influence is an equitable doctrine used to set aside contracts where one party has exerted improper influence over another, undermining their consent through pressure, manipulation, or the exploitation of trust.

• Actual Undue Influence: Requires proof of overt improper conduct, such as threats or manipulation.

• Presumed Undue Influence: Arises from a relationship of trust and confidence coupled with a "suspicious" transaction that calls for explanation.

5. Unconscionability

Unconscionability targets contracts formed through grossly unfair advantage. Equity may intervene where there is a significant inequality in bargaining power, combined with exploitation and substantive unfairness in the terms or conduct.

6. Illegality

Illegality refers to contracts that are unenforceable because they involve acts that are illegal (criminal or prohibited by statute) or contrary to public policy

when does each vf/discharge happen

---

VF

Before/ At the time:

• mistake

• misrepresentation

• duress

• illigality (in formation)

• undue influence

---

DISCHARGE

after:

• frustration

• anticipatory breach

• illliagility (in performance)

during:

• actual breach

• performace

• agreement

• illigality (performance)

non est factum (“this is not my deed”)

• Allows a party to escape a document they signed mistakenly, but very strict conditions apply:

• Party must show they were fundamentally mistaken as to the nature (not terms) of the document.

• Must not have been careless/ neggligent in signing — Saunders v Anglia Building Society. “i intended this but it was actually this”

• Very limited defence— mostly protects blind, illiterate, or vulnerable parties.

when is a party not bound by their signiture

• misrepresentation

• statutory protecting (unfair contract terms act 1977 / consumer rights act 2015)

• non est factum “this is not my deed”

• rectification