Overview of Contract Law Contract law is about the enforcement of promises, transactions and agreements. Its rules decide which agreements are legally binding contracts, what the terms and conditions of the contract are, and what their implications are, in the context of a dispute before the court. Contract law determines whether there is a legally enforceable agreement. Its principles decide, […]
Offer An offer is a clear statement addressed by one party to another, of the terms on which the offeror is willing to contract if the person offered decides to accept. Acceptance, in the legal sense, is a clear and definitive acceptance of the terms of the offer by the party to whom it is addressed. An acknowledgement of receipt […]
Nature of Acceptance I An offer must be accepted in order to form a contract. The acceptance must take place while the offer is “live”. The acceptance may be by words, conduct or by other means. The manner of acceptance must be consistent with what the offer contemplates. For example, delivery of the goods in response to a request may […]
Requirement for Consideration “Consideration” is usually a requirement for a legally binding contract. Each party to the contract must give consideration. It is given at the request of one to the other (in the offer) and agreed to or accepted by the other in exchange. Consideration refers to the exchange or bargain which is essential for a binding contract. It […]
Parties Contracts may be entered by and between natural persons or so-called legal persons, usually companies. They may be entered between businesses and consumers (“B2C”). The business may be a person, as partnership or company. The consumer must usually be a natural person. Contracts may be entered be entered between businesses/traders (“B2B). Contracts entered by and between private persons / […]
Presumption that Legal Relations Not Intended Notwithstanding the presence of offer, acceptance, and consideration, the courts in some contexts hold, that there is no intention to create a legal relationship. Most of these cases involve particular circumstances from which the courts draw a presumption that no such intent is present. It is entirely possible, however, that notwithstanding the common presumption […]
Promissory Estoppel Sometimes the strict rules of consideration would lead to injustice. A promise may be made and relied on, but because of the lack of consideration, it is not legally enforceable. Where there is a promise or representation of fact or definite intention, given in circumstances where the promised person does not give consideration, the discretionary principle of promissory […]
Overview Most contracts do not need to be in writing in order to be binding. It is, however, often desirable that an agreement is set out in writing to avoid doubts and disputes. The expression that a verbal contract “is not worth the paper it is written” embodies the practical difficulties that may arise in some cases in proving the […]
Consumer Sales There are a number of instances where modern consumer protection legislation, requires that the contract be in writing and set out certain content. A signature may or may not be required. Consumer contracts negotiated away from the trader’s business premises and contracts concluded by distance communication such as internet sales are subject to specific detailed requirements. Certain information […]
Overview of Terms Limiting and Excusing Liability One party, usually, the stronger party may insert an exclusion or limitation of liability clause, typically in a standard form contract.An exemption clause is one that seeks to exclude or limit the liability of a party for breach of contract or failure of performance (invariably that of the trader who proffers it). In order […]
Overview The common law renders void a contract which provides for an unreasonable restraint of trade. Restraint of trade refers to a purported contractual provision, which restricts a person’s ability to carry out his trade, profession or business with others. The restriction my restrict a person from setting up business in a particular field, within a certain geographical area for […]
Gaming Gaming and wagering contracts are generally void. The legislation provides that a contract to recover money or winnings is unenforceable. No legal action lies to recover money alleged to be won or paid upon a wager or which has been deposited as security for it. A promise to pay a person money in respect of a gambling or waging […]
Illegality & Restitution At least in the case of some types of illegality, assets transferred under an illegal contract may be, nonetheless, validly transferred. Restitution is not allowed for contracts which are prohibited by illegality. To do otherwise would undermine the prohibition. Where as a matter of public policy, a statute is interpreted as being for the benefit of a […]
Invalidating Duress Duress covers a range of types of pressure and influence. It may range ranging from threats or actual direct unlawful violence to the application of other, less direct unlawful pressures. Duress involving the threat of personal violence clearly negates consent and contracts thereby entered. There may be criminal liability. There may be duress against goods. It may arise, […]
Limited Powers Traditionally, a company was limited by its objects. Companies legislation has removed the ultra vires rule for most companies as and from December 2016. Dedicated Activity Companies remain subject to the rules. There were (and remain for DACs) significant exceptions and protections for third parties dealing with the company. The protections have been updated and restated for DACs. […]
Contract Mistakes & Other Mistakes Many of the circumstances in which restitution is allowed, might be categorised as deriving from a mistake in its broadest sense. A mistake may be a basis for unjust enrichment. It may be the unjust factor allowing recovery by way of restitution. This broader concept of a mistake is discussed later in this section. Where […]
Improper Pressure Equitable principles of undue influence may give relief from transactions entered by persons under improper pressure. Relief against undue influence seeks to protect persons who are vulnerable to having an advantage taken of them. Where undue influence exists or is presumed, the law deems that the contract has not been freely entered, and accordingly that it may be […]