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Encyclopedia > Contract
Contract Law
Part of the common law series
Contract
Contract formation
Offer and acceptance  · Mailbox rule
Mirror image rule  · Invitation to treat
Firm offer  · Consideration
Defenses against formation
Lack of capacity to contract
Duress  · Undue influence
Illusory promise  · Statute of frauds
Non est factum
Contract interpretation
Parol evidence rule
Contract of adhesion
Integration clause
Contra proferentem
Excuses for non-performance
Mistake  · Misrepresentation
Frustration of purpose  · Impossibility
Impracticability  · Illegality
Unclean hands  · Unconscionability
Accord and satisfaction
Rights of third parties
Privity of contract
Assignment  · Delegation
Novation  · Third party beneficiary
Breach of contract
Anticipatory repudiation  · Cover
Exclusion clause  · Efficient breach
Fundamental breach
Remedies
Specific performance
Liquidated damages
Penal damages  · Rescission
Quasi-contractual obligations
Promissory estoppel
Quantum meruit
Subsets: Conflict of law
Commercial law
Other areas of the common law
Tort law  · Property law
Wills and trusts
Criminal law  · Evidence

A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. Contract law is based on the Latin phrase pacta sunt servanda (pacts must be kept).[1] Breach of contract is recognised by the law and remedies can be provided. Almost everyone makes contracts every day. Sometimes written contracts are required, e.g., when buying a house.[2] However the vast majority of contracts can be and are made orally, like buying a law text book, or a coffee at a shop. Contract law can be classified, as is habitual in civil law systems, as part of a general law of obligations (along with tort, unjust enrichment or restitution). Image File history File links Scale_of_justice. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. ... The mailbox rule or the postal acceptance rule is a term of common law contracts which determines the timing of acceptance of an offer when mail is contemplated as the medium of acceptance. ... In the law of contracts, the mirror image rule states that an offer must be accepted exactly without modifications. ... In contract law, an invitation to treat (invitation to bargain in the US) is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. ... In the United States, a firm offer is an offer defined by UCC § 2-205 of the Uniform Commercial Code of the United States. ... Consideration is something that is done or promised in return for a contractual promise. ... The capacity of both natural and artificial persons determines whether they may make binding amendments to their rights, duties and obligations, such as getting married or merging, entering into contracts, making gifts, or writing a valid will. ... Duress in the context of contract law is a common law defence, and if you are successful in proving that the contract is vitiated by duress, you can rescind the contract, since it is then voidable. ... Undue influence (as a term in jurisprudence) is an equitable doctrine that involves one person taking advantage of a position of power over another person. ... In contract law, an illusory promise is one that courts will not enforce. ... The statute of frauds refers to a requirement in many common law jurisdictions that certain kinds of contracts, typically contractual obligations, be done in writing. ... This article or section does not cite its references or sources. ... This article or section does not cite its references or sources. ... A standard form contract (sometimes referred to as an adhesion contract or boilerplate contract) is a contract between two parties that does not allow for negotiation, i. ... An integration clause, in the contract law, is a term in the language of the contract that declares it to be the complete and final agreement between the parties. ... Contra preferendum or contra preferentem is the rule in contract law that is applied when interpreting a clause, especially an exclusion clause, in an action that says that, where ambiguity as to a terms meaning exists, it should be read against the party who wrote it. ... In contract law a mistake is incorrect understanding by one or more parties to a contract and may be used as grounds to invalidate the agreement. ... In contract law, a misrepresentation is a false statement of fact made by one party to another party and has the effect of inducing that party into the contract. ... Frustration of purpose is a term used in the law of contracts to describe a defense to an action for non-performance based on the occurance of an unforseen event which makes performance impossible or commercially impracticable. ... Impossible redirects here. ... The doctrine of impracticability in the common law of contracts excuses performance of a duty, where that duty has become unfeasibly difficult or expensive for the party who was to perform. ... An illegal agreement, under the common law of contract, is one that the courts will not enforce because the purpose of the agreement is to achieve an illegal end. ... This article or section does not cite its references or sources. ... This article or section does not cite its references or sources. ... Accord and satisfaction is the purchase of the release from a debt obligation. ... The doctrine of privity in contract law provides that a contract cannot confer rights or impose obligations arising under it on any person or agent except the parties to it. ... An assignment is a term used with similar meanings in the law of contracts and in the law of real estate. ... Delegation is a term used in the law of contracts to describe the act of giving another person the responsibility of carrying out the performance agreed to in a contract. ... Novation is a term used in contract law and business law to describe the act of either replacing an obligation to perform with a new obligation, or replacing a party to an agreement with a new party. ... A third party beneficiary, in the law of contracts, is a person who may have the right to sue on a contract, despite not having originally been a party to the contract. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... Anticipatory repudiation (or anticipatory breach) is a term in the law of contracts that describes a declaration by one party (the promissing party) to a contract that they do not intend to live up to their obligations under the contract. ... Cover is a term used in the law of contracts to describe a remedy available to a merchant buyer who has received an anticipatory repudiation of a contract for the receipt of goods. ... An exclusion clause is a term in a contract that seeks to restrict the rights of the parties to the contract. ... Efficient breach refers to a breach of contract that the breaching party considers desirable even when the legal and economic ramifications of such a breach are considered. ... Fundamental breach, sometimes known as a repudiatory breach, is a breach so fundamental that it permits the aggrieved party to terminate performance of the contract, in addition to entitling that party to sue for damages. ... Definition of Specific performance In the law of remedies, a specific performance is a demand of a party to perform a specific act. ... Liquidated damages is a term used in the law of contracts to describe a contractual term which establishes damages to be paid to one party if the other party should breach the contract. ... Penal damages are best seen as quantitatively excessive liquidated damages and are invalid under the common law. ... In contract law, rescission (to rescind or set aside a contract) refers to the cancellation of the contract between the parties. ... Estoppel is a concept that prevents a party from acting in a certain way because it is not equitable to do so. ... Quantum meruit is a Latin phrase meaning as much as he has deserved. In the context of contract law, it means something along the lines of reasonable value of services. Situations The concept of quantum meruit applies to the following situations: I. When a person employs (impliedly or expressly) another... International private law, private international law or conflict of laws is the branch of private law which regulates lawsuits involving foreign laws or jurisdictions. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... In the common law, a tort is a civil wrong for which the law provides a remedy. ... This article or section does not cite any references or sources. ... This article needs additional references or sources for verification. ... The law of trusts and estates is generally considered the body of law which governs the management of personal affairs and the disposition of property of an individual in anticipation and the event of such persons incapacity or death, also known as the law of successions in civil law. ... Criminal law (also known as penal law) is the body of statutory and common law that deals with crime and the legal punishment of criminal offenses. ... The law of evidence governs the use of testimony (e. ... Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... Latin is an ancient Indo-European language originally spoken in Latium, the region immediately surrounding Rome. ... Pacta sunt servanda (Latin for pacts must be respected) is a Brocard, a basic principle of civil law and of international law. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... A legal remedy is the means by which a court of law, usually in the exercise of civil law jurisdiction, enforces a right, imposes a penalty, or makes some other court order to impose its will. ... Civil law or Continental law or Romano-Germanic law is the predominant system of law in the world. ... The Law of Obligations is one of the component elements of the civil law system of law and encompasses contractual obligations, quasi-contractual obligations such as unjust enrichment and extra-contractual obligations. ... Tort is a legal term that means a civil wrong, as opposed to a criminal wrong, that is recognized by law as grounds for a lawsuit. ... The following analysis is based on English law. ... Restitution is the name given to a form of legal relief in which the plaintiff recovers something from the defendant that belongs, or should belong, to the plaintiff. ...

Contents

Contractual formation

The Carbolic Smoke Ball offer, which bankrupted the company because it could not fulfill the terms it advertised

In common law jurisdictions there are three key elements to the creation of a contract. These are offer and acceptance, consideration and an intention to create legal relations. In civil law systems the concept of consideration is not central. In addition, for some contracts formalities must be complied with under what is sometimes called a statute of frauds. Newspaper Ad for the Carbolic Smoke Ball Company This image has been released into the public domain by the copyright holder, its copyright has expired, or it is ineligible for copyright. ... Newspaper Ad for the Carbolic Smoke Ball Company This image has been released into the public domain by the copyright holder, its copyright has expired, or it is ineligible for copyright. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... Civil law or Continental law or Romano-Germanic law is the predominant system of law in the world. ... The statute of frauds refers to a requirement in many common law jurisdictions that certain kinds of contracts, typically contractual obligations, be done in writing. ...


One of the most famous cases on forming a contract is Carlill v. Carbolic Smoke Ball Company,[3] decided in nineteenth century England. A medical firm advertised that its new wonder drug, a smoke ball, would cure people's flu, and if it did not, buyers would receive £100. Many people sued for their £100 when it did not work. Fearing bankruptcy, Carbolic argued the advert was not to be taken as a serious, legally binding offer. It was merely an invitation to treat, or mere puff, a gimmick. But the court of appeal held that to a reasonable man Carbolic had made a serious offer. People had given good "consideration" for it by going to the "distinct inconvenience" of using a faulty product. "Read the advertisement how you will, and twist it about as you will," said Lord Justice Lindley, "here is a distinct promise expressed in language which is perfectly unmistakable". Carbolic Smoke Ball advertisement Carlill v. ... Motto (French) God and my right Anthem No official anthem specific to England — the United Kingdom anthem is God Save the Queen. ... Influenza, commonly known as flu, is an infectious disease of birds and mammals caused by an RNA virus of the family Orthomyxoviridae (the influenza viruses). ... Notice of closure stuck on the door of a computer store the day after its parent company, Granville Technology Group Ltd, declared bankruptcy (strictly, put into administration—see text) in the United Kingdom. ... Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. ... In contract law, an invitation to treat (invitation to bargain in the US) is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. ... Court of Appeals is the title of certain appellate courts in various jurisdictions. ... The reasonable man or reasonable person standard is a legal fiction that originated in the development of the common law. ...


Offer and acceptance

Main article: Offer and acceptance

Perhaps the most important feature of a contract is that one party makes an offer for a bargain that another accepts. This can be called a 'concurrence of wills' or a 'meeting of the minds' of two or more parties. There must be evidence that the parties had each from an objective perspective engaged in conduct manifesting their assent, and a contract will be formed when the parties have met such a requirement.[4] An objective perspective means that it is only necessary that somebody gives the impression of offering or accepting contractual terms in the eyes of a reasonable person, not that they actually did want to contract. Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. ... Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. ... The law of evidence governs the use of testimony (e. ... Template:Wiktionarypar objective Objective may be: Objective lens, an optical element in a camera or microscope. ... Template:Wiktionarypar objective Objective may be: Objective lens, an optical element in a camera or microscope. ... The reasonable man or reasonable person standard is a legal fiction that originated in the development of the common law. ...


The case of Carlill v. Carbolic Smoke Ball Co. (above) is an example of a 'unilateral contract', obligations are only imposed upon one party upon acceptance by performance of a condition. In the U.S., the general rule is that in "case of doubt, an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses."[5] A contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ...


Offer and acceptance does not always need to be expressed orally or in writing. An implied contract is one in which some of the terms are not expressed in words. This can take two forms. A contract which is implied in fact is one in which the circumstances imply that parties have reached an agreement even though they have not done so expressly. For example, by going to a doctor for a checkup, a patient agrees that he will pay a fair price for the service. If he refuses to pay after being examined, he 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 the other. For example, say a plumber accidentally installs a sprinkler system in the lawn of the wrong house. The owner of the house had learned the previous day that his neighbor was getting new sprinklers. That morning, he sees the plumber installing them in his own lawn. Pleased at the mistake, he says nothing, and then refuses to pay when the plumber hands him the bill. Will the man be held liable for payment? Yes, if it could be proven that the man knew that the sprinklers were being installed mistakenly, the court would make him pay because of a quasi-contract. If that knowledge could not be proven, he would not be liable. Such a claim is also referred to as "quantum meruit". [6] There is an implied in fact contract when the circumstances of the case and the circumstances surrounding the fact indicate than an agreement have been reached. ... A patient having his blood pressure taken by a doctor. ... A quasi-contract, also an implied-in-law contract, is a legal substitute for a contract. ... A quasi-contract, also an implied-in-law contract, is a legal substitute for a contract. ... A trial at the Old Bailey in London as drawn by Thomas Rowlandson and Augustus Pugin for Ackermanns Microcosm of London (1808-11). ... Compensation has several different meanings as indicated below. ... A quasi-contract, also an implied-in-law contract, is a legal substitute for a contract. ... Quantum meruit is a Latin phrase meaning as much as he has deserved. In the context of contract law, it means something along the lines of reasonable value of services. Situations The concept of quantum meruit applies to the following situations: I. When a person employs (impliedly or expressly) another...

See also: Invitation to treat

In contract law, an invitation to treat (invitation to bargain in the US) is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. ...

Consideration and estoppel

Main articles: Consideration and Estoppel

Consideration is a controversial requirement for contracts under common law (for example money). It is not necessary in civil law systems,[7] and for that reason has come under increasing criticism. The idea is that both parties to a contract must bring something to the bargain. This can be either conferring an advantage on the other party, or incurring some kind of detriment or inconvenience. Three rules govern consideration. Consideration is something that is done or promised in return for a contractual promise. ... It has been suggested that this article or section be merged with Estoppel (English law). ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ...

  • Consideration must be sufficient, but need not be adequate. For instance, agreeing to buy a car for a penny may constitute a binding contract.[8] While consideration need not be adequate, contracts in which the consideration of one party greatly exceeds that of another may nevertheless be held invalid for lack of sufficient consideration. In such cases, the fact that the consideration is exceedingly unequal can be evidence that there was no consideration at all. Such contracts may also be held invalid for other reasons such as fraud, duress, unequal bargaining power, or being contrary to public policy. In some situations, a collateral contract may exist, whereby the existence of one contract provides consideration for another. Critics say consideration can be so small as to make the requirement of any consideration meaningless.
  • Consideration must not be from the past. For instance, in Eastwood v. Kenyon,[9] the guardian of a young girl raised a loan to educate the girl and to improve her marriage prospects. After her marriage, her husband promised to pay off the loan. It was held that the guardian could not enforce the promise as taking out the loan to raise and educate the girl was past consideration, because it was completed before the husband promised to repay it.
  • Consideration must move from the promisee. For instance, it is good consideration for person A to pay person C in return for services rendered by person B. If there are joint promisees, then consideration need only to move from one of the promisees.

Civil law systems take the approach that an exchange of promises, or a concurrence of wills alone, rather than an exchange in valuable rights is the correct basis. So if you promised to give me a book, and I accepted your offer without giving anything in return, I would have a legal right to the book and you could not change your mind about giving me it as a gift. However, in common law systems the concept of culpa in contrahendo, a form of 'estoppel', is increasingly used to create obligations during pre-contractual negotiations.[10] Estoppel is an equitable doctrine that provides for the creation of legal obligations if a party has given another an assurance and the other has relied on the assurance to his detriment. A number of commentators have suggested that consideration be abandoned, and estoppel be used to replace it as a basis for contracts.[11] 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 "The doctrine of consideration is too firmly fixed to be overthrown by a side-wind."[12] A collateral contract is a contract where the consideration is the entry into another contract, and co-exists side by side with the main contract. ... Civil law or Continental law or Romano-Germanic law is the predominant system of law in the world. ... It has been suggested that this article or section be merged with Estoppel (English law). ... The Court of Chancery, London, early 19th century This article is about the concept of equity in the jurisprudence of common law countries. ... Legislation (or statutory law) is law which has been promulgated (or enacted) by a legislature or other governing body. ... Alfred Thompson Denning, Baron Denning (23 January 1899–6 March 1999) was a British barrister from Hampshire who became Master of the Rolls (the senior civil judge in the Court of Appeal of England and Wales) and was generally well liked, both within the legal profession and outside it. ...

See also: Consideration under English law and Consideration under American law

It has been suggested that Consideration under American Law be merged into this article or section. ... This page deals with consideration under American law, a English focused article is available here. ...

Intention to be legally bound

There is a presumption for commercial agreements that parties intend to be legally bound. On the other hand, many kinds of domestic and social agreements are unenforceable on the basis of public policy, for instance between children and parents. One early example is found in Balfour v. Balfour.[13] Using contract-like terms, Mr Balfour had agreed to give his wife £30 a month as maintenance while he was living in Ceylon (Sri Lanka). Once he left, they separated and Mr Balfour stopped payments. Mrs Balfour brought an action to enforce the payments. At the Court of Appeal, the Court held that there was no enforceable agreement as there was not enough evidence to suggest that they were intending to be legally bound by the promise. Balfour v. ...


The case is often cited in conjunction with Merritt v. Merritt.[14] Here the court distinguished the case from Balfour v. Balfour because Mr and Mrs Merritt, although married again, were estranged at the time the agreement was made. Therefore any agreement between them was made with the intention to create legal relations.


The abstraction principle

Main article: Abstraction principle

Germany has a special approach to contracts, which ties into property law. Their 'abstraction principle' (Abstraktionsprinzip) means that the personal obligation of contract forms separately to the title of property being conferred. When contracts are invalidated for some reason, e.g. a car buyer was so drunk that he lacked legal capacity to contract,[15] the contractual obligation to pay can be invalidated separate from proprietary title of the car. Unjust enrichment law, rather than the law of contract, is then used to restore title to the rightful owner. The abstraction principle or Abstraktionsprinzip is a legal term in German law relating to the law of obligations (Schuldrecht) and property law (Eigentumsrecht). ... The following analysis is based on English law. ...


Formalities and writing

Main article: Statute of frauds

Contrary to common wisdom, an informal exchange of promises can still be binding and legally as valid as a written contract. A spoken contract should be called an oral contract, which might considered a subset of verbal contracts. Any contract that uses words, spoken or written, is a verbal contract. Thus, all oral contracts and written contracts are verbal contracts. This is in contrast to a "non-verbal, non-oral contract," also known as "a contract implied by the acts of the parties", which can be either implied in fact or implied in law. The statute of frauds refers to a requirement in many common law jurisdictions that certain kinds of contracts, typically contractual obligations, be done in writing. ... An oral contract is a contract that exists only in verbal communication, having not been written down or only partially written; in the latter case, the partially written contract lacks a memorandum. ... An oral contract is a contract that exists only in verbal communication, having not been written down or only partially written; in the latter case, the partially written contract lacks a memorandum. ... There is an implied in fact contract when the circumstances of the case and the circumstances surrounding the fact indicate than an agreement have been reached. ... A quasi-contract, also an implied-in-law contract, is a legal substitute for a contract. ...


Most jurisdictions have rules of law or statutes which may render otherwise valid oral contracts unenforceable. This is especially true regarding oral contracts involving large amounts of money or real estate. For example, in the U.S., generally speaking, a contract is unenforceable if it violates the common law statute of frauds or equivalent state statutes, which require certain contracts to be in writing. An example of the above is an oral contract for the sale of a motorcycle for US$5,000 in a jurisdiction which requires a contract for the sale of goods over US$500 to be in writing to be enforceable. The point of the Statute of Frauds is to prevent false allegations of the existence of contracts that were never made, by requiring formal (i.e. written) evidence of the contract, however, a common remark is that more frauds have been committed through the application of the Statute of Frauds than have ever been prevented. Contracts that do not meet the requirements of common law or statutory Statutes of Frauds are unenforceable, but are not necessarily thereby void. However, a party unjustly enriched by an unenforceable contract may be subject to restitution for unjust enrichment. Statutes of Frauds are typically codified in state statutes covering specific types of contracts, such as contracts for the sale of real estate. The statute of frauds refers to a requirement in many common law jurisdictions that certain kinds of contracts, typically contractual obligations, be done in writing. ... The United States dollar is the official currency of the United States. ... In law, void means of no legal effect. ... Restitution is the name given to a form of legal relief in which the plaintiff recovers something from the defendant that belongs, or should belong, to the plaintiff. ... The following analysis is based on English law. ... Real estate is a legal term that encompasses land along with anything permanently affixed to the land, such as buildings. ...


In Australia and many, if not all, jurisdictions which have adopted the common law of England, for contracts subject to legislation equivalent to the Statute of Frauds, there is no requirement for the entire contract to be in writing, although there must be a note or memorandum evidencing the contract, which may come into existence after the contract has been formed. The note or memorandum must be signed in some way, and a series of documents may be used in place of a single note or memorandum. It must contain all material terms of the contract, the subject matter and the parties to the contract. In England and Wales, the common law Statute of Frauds is still in force, but only for guarantees, which must be evidenced in writing, although the agreement may be made orally. Certain other kinds of contract must be in writing or they are void, for instance, for sale of land under s. 52, Law of Property Act 1925. English law is a formal term of art that describes the law for the time being in force in England and Wales. ... The statute of frauds refers to a requirement in many common law jurisdictions that certain kinds of contracts, typically contractual obligations, be done in writing. ...


If a contract is in a written form, and somebody signs the contract, then the person is bound by its terms regardless of whether they have read it or not,[16] provided the document is contractual in nature.[17] Furthermore, if a party wishes to use a document as the basis of a contract, reasonable notice of its terms must be given to the other party prior to their entry into the contract.[18] This includes such things as tickets issued at parking stations. In contract law, ticket cases are a series of cases that stand for the proposition that if you are handed a ticket or another document with terms, and you retain the ticket or document, then you are bound by those terms. ...

See also: Non est factum

This article or section does not cite its references or sources. ...

Uncertainty, incompleteness and severance

If the terms of the contract are uncertain or incomplete, the parties cannot have reached an agreement in the eyes of the law.[19] 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.[20]


Courts may also look to external standards, which are either mentioned explicitly in the contract[21] or implied by common practice in a certain field.[22] 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. The severability clause (sometimes referred to as a salvatorius clause, from the Latin word salvatorius) is the name for a special clause that regulates the legal consequences or the applicability of the remaining clauses of a contract, when some clauses of a contract are or become ineffective or infeasible. ...

See also: Contra proferentem

Contra preferendum or contra preferentem is the rule in contract law that is applied when interpreting a clause, especially an exclusion clause, in an action that says that, where ambiguity as to a terms meaning exists, it should be read against the party who wrote it. ...

Contractual terms

Main article: Contractual term

A contractual term is "[a]ny provision forming part of a contract"[23] 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 gravity as they are peripheral to the objectives of the contract. A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... It has been suggested that civil trial be merged into this article or section. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ...


Classification of Term

  • Condition or Warranty[24]. Conditions are terms which go to the very root of a contract. Breach of these terms repudiate the contract,allowing the other party to discharge the contract. A warranty is not so imperative so the contract will subsist after a breach. Breach of either will give rise to damages.

It is an objective matter of fact whether a term goes to the root of a contract. By way of illustration, an actress' obligation to perform the opening night of a theatrical production is a condition,[25] whereas a singers obligation to perform during the first three days of rehearsal is a warranty[26]. Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... In law, damages refers to the money paid or awarded to a claimant (as it is known in the UK) or plaintiff (in the US) following their successful claim in a civil action. ... Serge Sudeikins poster for the Bat Theatre (1922). ...


Statute may also declare a term or nature of term to be a condition or warranty; for example the Sale of Goods Act 1979 s15A[27] provides that terms as to title, description, quality and sample (as described in the Act) are conditions save in certain defined circumstances. The Statute of Grand Duchy of Lithuania A statute is a formal, written law of a country or state, written and enacted by its legislative authority, perhaps to then be ratified by the highest executive in the government, and finally published. ... The Sale of Goods Act 1979 is a British Act of Parliament (1979, ch 54) which regulates contracts in which goods are sold and bought. ... An Act of Parliament or Act is law enacted by the parliament (see legislation). ...

  • Innominate term. Lord Diplock, in Hong Kong Fir Shipping Co. Ltd. v Kawasaki Kisen Kaisha Ltd.[28], created the concept of an innominate term, breach of which may or not go to the root of the contract depending upon the nature of the breach. Breach of these terms, as with all terms, will give rise to damages. Whether or not it repudiates the contract depends upon whether legal benefit of the contract has been removed from the innocent party. Megaw LJ, in 1970, preferred the use of the classic categorising into condition or warranty due to legal certainty.[29] This was interpreted by the House of Lords as merely restricting its application in Reardon Smith Line Ltd. v Hansen-Tangen[30].

Kenneth Diplock (1907-1985) was an English judge and Law Lord. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ...

Status as a term

Status as a term is important as a party can only take legal action for the non fulfillment of a term as opposed to representations or mere puffs. Legally speaking only statements that amount to a term create contractual obligations. There are various factor that a court may take into account in determining the nature of a statement A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... It has been suggested that civil trial be merged into this article or section. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... A trial at the Old Bailey in London as drawn by Thomas Rowlandson and Augustus Pugin for Ackermanns Microcosm of London (1808-11). ...


Implied Terms

A Term may either be expressed 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 contract. A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ...

  • Terms may be implied due to the facts of the preceedings by which the contract was formed. The Privy Council established a five stage test in BP Refinery Western Port v. Shire of Hastings.[31] to determine situations where the facts of a case may imply terms (this only applies to formal contracts in Australia)[32].

Some jurisdictions, notably Australia and Israel, imply a term of good faith into contracts. A final way in which terms may be implied due to fact is through a previous course of dealing or common trade practice. A privy council is a body that advises the head of state of a nation, especially in a monarchy. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... This article does not cite any references or sources. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ... A contractual term is [a]ny provision forming part of a contract[1] Each term gives rise to a contractual obligation, breach of which will can give rise to litigation. ...

  • Terms may also be implied in law.

These are terms that have been implied into standardised relationships.


Common Law.

  • Liverpool City Council v. Irwin[33] established a term to be implied into all contracts between tenant and landlord that the landlord is obliged to keep the common areas in a reasonable state of repair.
  • Wong Mee Wan v Kwan Kin Travel Services Ltd.[34] established that when a tour operator contracts to for the sale of goods. The most important legislation under United Kingdom law is the Sale of Goods Act 1979, the Consumer Protection (Distance Selling) Regulations 2000 and the Supply of Goods and Services Act 1982 which imply terms into all contracts whereby goods are sold or services provided.

These terms will be implied into all contracts of the same nature as a matter of law. Legislation (or statutory law) is law which has been promulgated (or enacted) by a legislature or other governing body. ... Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... The Sale of Goods Act 1979 is a British Act of Parliament (1979, ch 54) which regulates contracts in which goods are sold and bought. ... The Consumer Protection (Distance Selling) Regulations 2000, SI 2000/2334, incorporates[1] Directive 97/7/EC into law of the United Kingdom. ... The Supply of Goods and Services Act 1982 is an Act of the Parliament of the United Kingdom that requires traders to provide services to a proper standard of workmanship. ...


Statutory.


The rules by which many contracts are governed are provided in specialized statutes that deal with particular subjects. Most countries, for example, have statutes which deal directly with sale of goods, lease transactions, and trade practices. For example, most American states have adopted Article 2 of the Uniform Commercial Code, which regulates contracts for the sale of goods. The most important legislation implying terms under United Kingdom law are the Sale of Goods Act 1979, the Consumer Protection (Distance Selling) Regulations 2000 and the Supply of Goods and Services Act 1982 which imply terms into all contracts whereby goods are sold or services provided. The Statute of Grand Duchy of Lithuania A statute is a formal, written law of a country or state, written and enacted by its legislative authority, perhaps to then be ratified by the highest executive in the government, and finally published. ... In political geography and international politics, a country is a political division of a geographical entity, a sovereign territory, most commonly associated with the notions of state or nation and government. ... For American state, see: U.S. state Organization of American States Category: ... Legislation (or statutory law) is law which has been promulgated (or enacted) by a legislature or other governing body. ... Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... The Sale of Goods Act 1979 is a British Act of Parliament (1979, ch 54) which regulates contracts in which goods are sold and bought. ... The Consumer Protection (Distance Selling) Regulations 2000, SI 2000/2334, incorporates[1] Directive 97/7/EC into law of the United Kingdom. ... The Supply of Goods and Services Act 1982 is an Act of the Parliament of the United Kingdom that requires traders to provide services to a proper standard of workmanship. ...

See also: Good faith

Good faith, or in Latin bona fides, is the mental and moral state of honesty, conviction as to the truth or falsehood of a proposition or body of opinion, or as to the rectitude or depravity of a line of conduct, even if the conviction is objectively unfounded. ...

Setting aside the contract

There can be three different ways in which contracts can be set aside. A contract may be deemed 'void', 'voidable' or 'unenforceable'. Voidness implies that a contract never came into existence. Voidability implies that one or both parties may declare a contract ineffective at their wish. Unenforceability implies that neither party may have recourse to a court for a remedy. Recission is a term which means to take a contract back. In law, void means of no legal effect. ... In law, a transaction or action which is voidable is valid, but may be annulled by one of the parties to the transaction. ... An unenforceable contract or transaction is one that is valid, but which the court will not enforce. ...


Misrepresentation

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. In contract law, a misrepresentation is a false statement of fact made by one party to another party and has the effect of inducing that party into the contract. ...


According to Gordon v. Selico[35] it is possible to make a misrepresentation either by words or by conduct, although not everything said or done is capable of constituting a misrepresentation. Generally, statements of opinion or intention are not statements of fact in the context of misrepresentation.[36] 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.[37]


Mistake

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 different types of mistake in contract: unilateral mistake, mutual mistake, and common mistake. In contract law a mistake is incorrect understanding by one or more parties to a contract and may be used as grounds to invalidate the agreement. ...

  • A unilateral mistake is where 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.[38] 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[39] where Lord Denning MR held that the contract can only be avoided 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.
  • A mutual mistake is when both parties of a contract are mistaken as to the terms. Each believes they are contracting to something different. The court usually tries to uphold such a mistake if a reasonable interpretation of the terms can be found. Although a contract based on a mutual mistake in judgement does not cause the contract to be voidable by the party that is adversely affected. See Raffles v. Wichelhaus.[40]
  • A common mistake is where both parties hold the same mistaken belief of the facts. This is demonstrated in the case of Bell v. Lever Brothers Ltd.,[41] 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.

Alfred Thompson Denning, Baron Denning (23 January 1899–6 March 1999) was a British barrister from Hampshire who became Master of the Rolls (the senior civil judge in the Court of Appeal of England and Wales) and was generally well liked, both within the legal profession and outside it. ... Raffles v. ... Bell v Lever Brothers Ltd. ...

Duress 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."[42] An example is in Barton v. Armstrong,[43] a decision of the Privy Council. Armstrong threatened to kill Barton if he did not sign a contract, so the court set the contract aside. 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 onus 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, the concept of 'economic duress' is used to vitiate contracts. Duress in the context of contract law is a common law defence, and if you are successful in proving that the contract is vitiated by duress, you can rescind the contract, since it is then voidable. ... Undue influence (as a term in jurisprudence) is an equitable doctrine that involves one person taking advantage of a position of power over another person. ...


Undue influence is an equitable doctrine that involves one person taking advantage of a position of power over another person. The law presumes that in certain classes of special relationship, such as between parent and child, or solicitor and client, there will be a special risk of one party unduly influencing their conduct and motives for contracting. As an equitable doctrine, the court has the discretion to vitiate such a contract. When no special relationship exists, the general rule is whether there was a relationship of such trust and confidence that it should give rise to such a presumption.[44] See Odorizzi v. Bloomfield School District.


Incapacity

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, or errant 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 drunkenness.[45] When the law limits or bars a person from engaging in specified activities, any agreements or contracts to do so are either voidable or void for incapacity. The law on capacity can serve either a protective function or can be a way of restraining people who act as agents for others. The capacity of both natural and artificial persons determines whether they may make binding amendments to their rights, duties and obligations, such as getting married or merging, entering into contracts, making gifts, or writing a valid will. ... In jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws, as opposed to an artificial person, i. ... An android is an artificially created being that resembles a human being. ... Ultra vires is a Latin phrase that literally means beyond the power. ... Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... Look up Agreement in Wiktionary, the free dictionary An agreement may be an agreement in beliefs, rules, practices (policies), or conduct. ...


Illegal contracts

Main article: Illegal agreement

A contract is void if it is based on an illegal purpose or contrary to public policy. One example, from Canada, is Royal Bank of Canada v. Newell.[46] A woman forged her husband's signature on 40 cheques, totalling over $58,000. To protect her from prosecution, her husband signed a letter of intent prepared by the bank in which he agreed to assume "all liability and responsibility" for the forged cheques. However, the agreement was unenforceable, and struck down by the courts, because of its essential goal, which was to "stifle a criminal prosecution." Because of the contract's illegality, and as a result voided status, the bank was forced to return the payments made by the husband. An illegal agreement, under the common law of contract, is one that the courts will not enforce because the purpose of the agreement is to achieve an illegal end. ... Public policy is a course of action or inaction chosen by public authorities to address a problem. ... Example of a Canadian cheque. ...


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).[47] For the album by the Kaiser Chiefs see Employment (album) Employment is a contract between two parties, one being the employer and the other being the employee. ... Plausible deniability also Deniability is the term given to the creation of loose and informal chains of command in government, which allow controversial instructions given by high-ranking officials to be denied if they become public. ... Security measures taken to protect the Houses of Parliament in London, England. ...


Remedies for breach of contract

Main article: Breach of contract

A breach of contract is failure to perform as stated in the contract. There are many ways to remedy a breached contract assuming it has not been waived. Typically, the remedy for breach of contract is an award of money damages. When dealing with unique subject matter, specific performance may be ordered. Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... In law, damages refers to the money paid or awarded to a claimant (as it is known in the UK) or plaintiff (in the US) following their successful claim in a civil action. ...


As for many governments, it was not possible to sue the Crown in the U.K. 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 Attorney-General. S.1 Crown Proceedings Act 1947 opened the Crown to ordinary contractual claims through the courts as for any other person. Throughout the Commonwealth Realms The Crown is an abstract concept which represents the legal authority for the existence of any government. ... Wikisource has original text related to this article: Petition of Right The Petition of Right is a document produced by the English Parliament in the run-up to the English Civil War. ... The Secretary of State for the Home Department, commonly known as the Home Secretary, is the minister in charge of the United Kingdom Home Office and is responsible for internal affairs in England and Wales, and for immigration and citizenship for the whole United Kingdom (including Scotland and Northern Ireland). ... In most common law jurisdictions, the Attorney General or Attorney-General is the main legal adviser to the government, and in some jurisdictions may in addition have executive responsibility for law enforcement or responsibility for public prosecutions. ... The Crown Proceedings Act 1947 (1947 c. ...


Damages

Main article: Damages

There are four different types of damages. In law, damages refers to the money paid or awarded to a claimant (as it is known in the UK) or plaintiff (in the US) following their successful claim in a civil action. ...

  • Compensatory damages which are given to the party which was detrimented by the breach of contract. With compensatory damages, there are two kinds of branches, consequential damages and direct damages.
  • Nominal damages which include minimal dollar amounts (often sought to obtain a legal record of who was at fault).
  • Punitive damages which are used to punish the party at fault. These are not usually given regarding contracts but possible in a fraudulent situation.
  • Exemplary damages which are used to make an example of the party at fault to discourage similar crimes. Fines can be multiplied by factors of up to 50 for such damages.

Whenever you have a contract that requires completing something, and a person informs you that it will not be completed before they begin your project, this is referred to anticipatory breach. When it is either not possible or desirable to award damages measured in that way, a court may award money damages designed to restore the injured party to the economic position that he or she had occupied at the time the contract was entered (known as the "reliance measure"), or designed to prevent the breaching party from being unjustly enriched ("restitution"). Anticipatory repudiation (or anticipatory breach) is a term in the law of contracts that describes a declaration by one party (the promissing party) to a contract that they do not intend to live up to their obligations under the contract. ... Restitution is the name given to a form of legal relief in which the plaintiff recovers something from the defendant that belongs, or should belong, to the plaintiff. ...


Specific performance

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. Definition of Specific performance In the law of remedies, a specific performance is a demand of a party to perform a specific act. ...


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. Definition of Specific performance In the law of remedies, a specific performance is a demand of a party to perform a specific act. ...


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 it is enforceable by specific performance. However, 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. The Court of Chancery, London, early 19th century This article is about the concept of equity in the jurisprudence of common law countries. ... Laches is an equitable defense, or doctrine, in an action at law. ... This article or section does not cite its references or sources. ...


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.


Procedure

In the United States, 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 state court (unless there is diversity of citizenship giving rise to federal jurisdiction). If the contract contains an arbitration clause, however, the aggrieved party must submit an arbitration claim in accordance with the procedures set forth in the agreement. Arbitration is a legal technique for the resolution of disputes outside the courts, wherein the parties to a dispute refer it to one or more persons (the arbitrators or arbitral tribunal), by whose decision (the award) they agree to be bound. ...


Many contracts provide that all disputes arising thereunder will be resolved by arbitration, rather than litigated in courts. Customer claims against securities brokers and dealers are almost always resolved by arbitration because securities dealers are required, under the terms of their membership in self-regulatory organizations such as the NASD or NYSE, require use of brokerage agreements that contain arbitration clauses. [48] On the other hand, certain claims have been held to be non-arbitrable if they implicate a public interest that goes beyond the narrow interests of the parties to the agreement (i.e., claims that a party violated a contract by engaging in illegal anticompetitive conduct or civil rights violations). Arbitration judgments may generally be enforced in the same manner as ordinary court judgements. However, arbitral decisions are generally immune from appeal in the United States unless there is a showing that the arbitrator's decision was irrational or tainted by fraud. Virtually all states have adopted the Uniform Arbitration Act to facilitate the enforcement of arbitrated judgements. Notably, New York State, where a sizable portion of major commercial agreements are executed and performed, has not adopted the Uniform Arbitration Act. [49] NASD executive office on K Street in downtown Washington, D.C. NASD, Inc. ... New York Stock Exchange (June 2003) The New York Stock Exchange (NYSE) is one of the largest stock exchanges in the world. ... The Uniform Arbitration Act is one of the uniform acts that attempt to harmonize the law in force in the fifty U.S. states. ...


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. Ther word claim has several uses: a right; an insurance claim; a patent claim; a logical assertion of truth. ...


Third Parties

Main article: Privity of contract

The doctrine of privity of contract means that only those involved in striking a bargain would have standing to enforce it. In general this is still the case, only parties to a contract may sue for the breach of a contract, although in recent years the rule of privity has eroded somewhat and third party beneficiaries have been allowed to recover damages for breaches of contracts they were not party to.[50] A recent example is in England, where the Contract (Rights of Third Parties) Act 1999 was introduced. The doctrine of privity in contract law provides that a contract cannot confer rights or impose obligations arising under it on any person or agent except the parties to it. ...


Contractual theory

Main article: Contract theory

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. Contract theory comprises many different theories and various interpretations of the various body of rules and subrules that define Contract Law. ... Legal realism is a family of theories about the nature of law developed in the first half of the 20th century in the United States (American Legal Realism) and Scandinavia (Scandinavian Legal Realism). ... Critical legal studies refers to a movement in legal thought that applied methods similar to those of critical theory (the Frankfurt School) to law. ...


Another dimension of the theoretical debate in contract is its place within, and relationship to a the 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. The Law of Obligations is one of the component elements of the civil law system of law and encompasses contractual obligations, quasi-contractual obligations such as unjust enrichment and extra-contractual obligations. ... Tort is a legal term that means a civil wrong, as opposed to a criminal wrong, that is recognized by law as grounds for a lawsuit. ...


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 work.[51] The following analysis is based on English law. ...


Compare with the U.S. context, the Uniform Commercial Code defining "Contract" as "the total legal obligation which results from the parties agreement"[citation needed] and does not attempt to state what act is essential to create a legal duty to perform a promise. The common law describes the circumstances under which the law will recognise the existence of rights, privilege or power arising out of a promise. The Uniform Commercial Code (UCC or the Code) is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales and other commercial transactions in 49 states (all except Louisiana) within the United States of America. ...


References

  1. ^ Hans Wehberg, Pacta Sunt Servanda, The American Journal of International Law, Vol. 53, No. 4 (Oct., 1959), p.775.]
  2. ^ e.g. In England, s. 52, Law of Property Act 1900
  3. ^ Carlill v. Carbolic Smoke Ball Company [1893] 2 QB 256
  4. ^ e.g. Lord Steyn, Contract Law: Fulfilling the Reasonable Expectations of Honest Men (1997) 113 LQR 433; c.f. § 133 BGB in Germany, where "the actual will of the contracting party, not the literal sense of words, is to be determined"
  5. ^ Restatement (Second) of Contracts § 32 (1981) (emphasis added)
  6. ^ http://12.170.132.252/default2.asp?selected=1692&bold=%7C%7C%7C%7C
  7. ^ e.g. In Germany, § 313 BGB
  8. ^ Chappell & Co Ltd v Nestle Co Ltd [1959] 2 All ER 701.
  9. ^ Eastwood v. Kenyon (1840) 11 Ad&E 438
  10. ^ Austotel v. Franklins (1989) 16 NSWLR 582
  11. ^ e.g. P.S. Atiyah, 'Consideration: A Restatement' in Essays on Contract (1986) p.195, Oxford University Press
  12. ^ Central London Property Trust Ltd. v. High Trees House Ltd. [1947] KB 130
  13. ^ Balfour v. Balfour [1919] 2 KB 571
  14. ^ Merritt v. Merritt [1970] 2 All ER 760; [1970] 1 WLR 1211; CA
  15. ^ § 105, II BGB
  16. ^ L'Estrange v. F Graucob Ltd [1934] 2 KB 394
  17. ^ Curtis v. Chemical Cleaning and Dyeing Co [1951] 1 KB 805
  18. ^ Balmain New Ferry Company Ltd v. Robertson (1906) 4 CLR 379
  19. ^ Fry v. Barnes (1953) 2 D.L.R. 817 (B.C.S.C)
  20. ^ Hillas and Co. Ltd. v. Arcos Ltd. (1932) 147 LT 503
  21. ^ Whitlock v. Brew (1968) 118 CLR 445
  22. ^ Three Rivers Trading Co., Ltd. v. Gwinear & District Farmers, Ltd. (1967) 111 Sol. J. 831
  23. ^ Martin, E [ed] & Law, J [ed], Oxford Dictionary of Law, ed6 (2006, London:OUP).
  24. ^ Not to be confused with a product warranty, which is always referred to as a 'guarantee' in law.
  25. ^ Poussard v. Spiers and Pond (1876) 1 QBD 410
  26. ^ Bettini v Gye (1876) 1 QBD 183
  27. ^ As added by the Sale of Goods Act 1994 s4(1).
  28. ^ [1962] 1 All ER 474
  29. ^ Maredelanto Compania Naviera SA v Bergbau-Handel GmbH. The Mihalis Angelos [1970] 3 All ER 125.
  30. ^ [1976] 3 All ER 570
  31. ^ (1977) 180 CLR 266
  32. ^ 'Byrne and Frew v. Australian Airlines Ltd (1995) 185 CLR 410
  33. ^ [1976] 2 WLR 562
  34. ^ [1995] 4 All ER 745
  35. ^ Gordon v. Selico (1986) 18 HLR 219
  36. ^ Bisset v Wilkinson and others [1927] AC 177
  37. ^ Esso Petroleum Co Ltd v Mardon [1976] 2 Lloyd's Rep. 305
  38. ^ Smith v. Hughes [1871]
  39. ^ Lewis v. Avery [1971] 3 All ER 907
  40. ^ Raffles v. Wichelhaus (1864) 2 Hurl. & C. 906.
  41. ^ Bell v. Lever Brothers Ltd. [1931] ALL E.R. Rep. 1, [1932] A.C. 161
  42. ^ Black's Law Dictionary (8th ed. 2004)
  43. ^ Barton v. Armstrong [1976] AC 104
  44. ^ Johnson v. Buttress (1936) 56 CLR 113
  45. ^ see in the U.K. e.g. s.3(2) Sale of Goods Act 1979
  46. ^ Royal Bank of Canada v. Newell 147 D.L.R (4th) 268 (N.C.S.A.)
  47. ^ Tenet v. Doe, 544 U.S. 1 (2005).
  48. ^ http://www.seclaw.com/arbover.htm
  49. ^ New York Civil Procedure Law and Rules § 7501, et seq.
  50. ^ Beatson (1998)" Anson's Law of Contract", 27th ed. (Oxford: OUP), p.246
  51. ^ Beatson, Anson’s Law of Contract (1998) 27th ed. OUP, p.21

Motto (French) God and my right Anthem No official anthem specific to England — the United Kingdom anthem is God Save the Queen. ... Central London Property Trust Ltd. ... Balfour v. ... Hillas v. ... In commercial and consumer transactions, a warranty is an obligation that an article or service sold is as factually stated or legally implied by the seller, and that often provides for a specific remedy such as repair or replacement in the event the article or service fails to meet the... Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... Case of Smith v. ... Raffles v. ... Bell v Lever Brothers Ltd. ... Blacks Law Dictionary, 7th edition Blacks Law Dictionary is the definitive law dictionary for the law of the United States. ... Tenet v. ...

Further reading

  • Ewan McKendrick, Contract 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 0198253427
  • Randy E. Barnett, Contracts (2003) Aspen Publishers ISBN 0-7355-6535-2

n.d kapoor


See also

In the Conflict of Laws, the validity of a contract with one or more foreign law elements will be decided by reference to the so-called proper law of the contract. ... Contract theory comprises many different theories and various interpretations of the various body of rules and subrules that define Contract Law. ... Design by contract, DBC or Programming by contract is a methodology for designing computer software. ... It has been suggested that this article or section be merged with Estoppel (English law). ... Force majeure (French for greater force) is a common clause in contracts which essentially frees one or both parties from liabilities when an extraordinary event beyond the control of the parties, such as flood, war, riot, act of God, prevents one or both parties from fulfilling their obligations under the... A Gentlemens agreement is an informal agreement between two parties. ... Good faith, or in Latin bona fides, is the mental and moral state of honesty, conviction as to the truth or falsehood of a proposition or body of opinion, or as to the rectitude or depravity of a line of conduct, even if the conviction is objectively unfounded. ... An implicit contract refers to a transaction or relationship that is conducted without formal contract. ... An Indentured servant is an unfree labourer under contract to work (for a specified amount of time) for another person, often without any pay, but in exchange for accommodation, food, other essentials and/or free passage to a new country. ... In contract law, an invitation to treat (invitation to bargain in the US) is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. ... A memorandum of understanding (MOU) is a legal document describing a bilateral agreement between parties. ... Negotiator redirects here. ... An option contract is defined as a promise which meets the requirements for the formation of a contract and limits the promisors power to revoke an offer. ... In legal terminology, a peppercorn is a very small payment, used to satisfy the requirements for the creation of a legal contract. ... The perfect tender rule refers to the common law legal right for a buyer of goods to insist upon perfect tender by the seller. ... A quasi-contract, also an implied-in-law contract, is a legal substitute for a contract. ... In law, a Judicial remedy is the means by which a court, usually in the exercise of civil law jurisdiction, enforces a right, imposes a penalty, or makes some other court order. ... A specification is an explicit set of requirements to be satisfied by a material, product, or service. ... A standard form contract (sometimes referred to as an adhesion contract or boilerplate contract) is a contract between two parties that does not allow for negotiation, i. ...

External links

Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... Administrative law in the United States often relates to, or arises from, so-called independent agencies- such as the Federal Trade Commission (FTC). Here is FTCs headquarters in Washington D.C. Administrative law (or regulatory law) is the body of law that arises from the activities of administrative agencies... Criminal law (also known as penal law) is the body of statutory and common law that deals with crime and the legal punishment of criminal offenses. ... Tort is a legal term that means a civil wrong, as opposed to a criminal wrong, that is recognized by law as grounds for a lawsuit. ... This article or section does not cite any references or sources. ... This law-related article does not cite its references or sources. ... The Court of Chancery, London, early 19th century This article is about the concept of equity in the jurisprudence of common law countries. ... International law deals with the relationships between states, or between persons or entities in different states. ... Conflict of laws, or private international law, or international private law is that branch of international law and interstate law that regulates all lawsuits involving a foreign law element, where a difference in result will occur depending on which laws are applied as the lex causae. ... Supranational law is a form of international law, based on the limitation of the rights of sovereign nations between one another. ... Image File history File links This is a lossless scalable vector image. ... Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... Labour law (American English: labor) or employment law is the body of laws, administrative rulings, and precedents which addresses the legal rights of, and restrictions on, working people and their organizations. ... Human rights law is a system of laws, both domestic and international which is intended to promote human rights. ... Legal procedure is the body of law and rules used in the administration of justice in the court system, including such areas as civil procedure, criminal procedure, appellate procedure, administrative procedure, labour procedure, and probate. ... The law of evidence governs the use of testimony (e. ... Nationality law is the branch of a countrys legal system wherein legislation, custom and court precendent combine to define the ways in which that countrys nationality and citizenship are transmitted, acquired or lost. ... Family Law was a television drama starring Kathleen Quinlan as a divorced lawyer who attempted to start her own law firm after her lawyer husband took all their old clients. ... This article needs additional references or sources for verification. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... Corporations law or corporate law is the law concerning the creation and regulation of corporations. ... For the 2006 film, see Intellectual Property (film). ... The following analysis is based on English law. ... Restitution is the name given to a form of legal relief in which the plaintiff recovers something from the defendant that belongs, or should belong, to the plaintiff. ... Tax law is the codified system of laws that describes government levies on economic transactions, commonly called taxes. ... Bank regulations are a form of government regulation which subject banks to certain requirements, restrictions and guidelines, aiming to uphold the soundness and integrity of the financial system. ... It has been suggested that this article or section be merged with antitrust. ... Consumer protection is a form of government regulation which protects the interests of consumers. ... Environmental law is a body of law, which is a system of complex and interlocking statutes, common law, treaties, conventions, regulations and policies which seeks to protect the natural environment which may be affected, impacted or endangered by human activities. ... Admiralty law (also referred to as maritime law) is a distinct body of law which governs maritime questions and offenses. ... Military law is a distinct legal system to which members of armed forces are subject. ... Product liability encompasses a number of legal claims that allow an injured party to recover financial compensation from the manufacturer or seller of a product. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... Civil law or Continental law or Romano-Germanic law is the predominant system of law in the world. ... In the religious sense, law can be thought of as the ordering principle of reality; knowledge as revealed by God defining and governing all human affairs. ... It has been suggested that this article or section be merged with Socialist Legality. ... To meet Wikipedias quality standards, this article or section may require cleanup. ... This article is about law in society. ... Legal history is a term that has at least two meanings. ... Philosophers of law ask what is law? and what should it be? Jurisprudence is the theory and philosophy of law. ... Law and economics, or economic analysis of law is an approach to legal theory that applies methods of economics to law. ... An approach to law stressing the actual social effects of legal institutions, doctrines, and practices and vice versa. ... Lady Justice or Justitia is a personification of the moral force that underlies the legal system (particularly in Western art). ... The Politics series Politics Portal This box:      In law, the judiciary or judicial is the system of courts which administer justice in the name of the sovereign or state, a mechanism for the resolution of disputes. ... A legislature is a type of representative deliberative assembly with the power to adopt laws. ... The Politics series Politics Portal This box:      This article is about the sociological concept. ... A lawyer is a person licensed by the state to advise clients in legal matters and represent them in courts of law and in other forms of dispute resolution. ... The Politics series Politics Portal This box:      Civil society is composed of the totality of voluntary civic and social organizations and institutions that form the basis of a functioning society as opposed to the force-backed structures of a state (regardless of that states political system) and commercial institutions. ...


  Results from FactBites:
 
CATHOLIC ENCYCLOPEDIA: Contract (3462 words)
contract, and the party deceived would not otherwise have entered into it, it is only fair that the deceived party should be able to protect himself from injury by retiring from the agreement.
Contracts, then, entered into because of accidental mistake which was induced by the fraud or misrepresentation of the other party, will be rescindable at the option of the party deceived.
contract imposes on the contracting parties an obligation of justice to act conscientiously according to the terms of the agreement.
"Contract" Defined & Explained (1102 words)
A parol contract is defined to be a bargain or voluntary agreement made, either orally or in writing not under seal, upon a good consideration, between two or more persons capable of contracting, to do a lawful act or to omit to do something, the performance whereof is not enjoined by law.
Commutative contracts are those in which what is done, given or promised by one party is considered as equivalent to, or in consideration of what is done, given or promised by the other.
Contracts of beneficence which are those by which only one of the contracting parties is benefited, as loans, deposit and mandate.
  More results at FactBites »

 
 

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