This chapter considers the circumstances in which a mistake by one or both parties may affect the validity of the contract, and discusses the two categories of case: (i) where agreement has been reached, but upon the basis of a common mistake; and (ii) where an apparent agreement is alleged to be vitiated by mutual or unilateral mistake. It also considers cases of documents mistakenly signed, that is, where a person is induced by the false statement of another to sign a written document containing a contract which is fundamentally different in character from that which he contemplated.
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Chapter
8. Mistake
M P Furmston
Chapter
9. Obligations: Common Principles and Obligations Arising from Contracts
This chapter discusses the Roman law of obligations. The ‘obligation’, as a seminal part of Roman (and indeed modern) private law, is a legal tie created between individuals on account of voluntary interactions (such as contracts) or involuntary interactions (such as delicts). It begins with a general discussion of the nature and classification of obligations. This is an important aspect of the discussion as it links this particular branch of private law to other areas of Roman private law. It then covers the general features of Roman contracts; consensual contracts; verbal contracts; contracts re; contracts litteris; innominate contracts; pacts; and the quasi-contract. The next chapter is devoted to the other source of obligations, namely delicts and quasi-delicts. These two sources of obligations, namely contract and delict, form the substance of the law of obligations.
Chapter
10. Third parties
This chapter considers two principal questions: firstly, may a person who is not a party to a contract acquire rights under it? Secondly, can a contract impose duties on a person who is not a party to it? With some exceptions, the common law answered ‘No’ to both. A contract between A and B cannot be enforced by a third party, C, even if the contract is for the benefit of C. Nor can a contract between A and B impose burdens on C. Following the Contracts (Rights of Third Parties) Act 1999 there is now a statutory exception to the principle that C acquires no rights under a contract between A and B. Under this Act, a third party might be able to enforce a term of the contract if the contract expressly provides that they may, or if the relevant term purports to confer a benefit on them.
Chapter
4. The contract
Course-focused and comprehensive, the Textbook on Land Law provides an accessible overview of one key area on the law curriculum. This chapter explains the contract for the sale of an estate or an interest in land. It discusses the rules for contracts made on or after September 1989; contracts made before 27 September 1989; and the use of estoppel and constructive trusts to replace part performance after the Law of Property (Miscellaneous Provisions) Act 1989. It also covers the effects of a valid contract to sell land and applies the law to the sale of the freehold property, 2 Trant Way.
Chapter
19. Contracts for the supply of services
This chapter covers the contracts for the supply of services. It explains that the provision of services is itself an important commercial activity, but many services are provided in the course of other commercial transactions. The Supply of Goods and Services Act 1982 (SGSA) applies to all non-consumer contracts involving the supply of services. The scope of the SGSA 1982 extends to all contracts involving the supply of services, including those for professional services and those which involve the supply or bailment of goods. The chapter also looks at the notion of product-as-service and circular economy before considering the future of goods and services of contracts.
Chapter
4. Articles of association
This chapter deals with articles of association, the principal element of a company’s constitution, under the Companies Act 2006. It describes the content of the articles, model articles of association which can be adopted by limited companies (either in whole or in part) on registration, and the function of articles as a contract between the company and its members and between the members themselves. It also considers provisions of articles that may be incorporated in other contracts and the right of members of a company to amend its articles. The chapter discusses a number of particularly significant court cases, including Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 and Quin and Axtens Ltd v Salmon [1909] AC 442.
Chapter
15. Liability of Public Authorities
Mark Elliott and Jason Varuhas
This chapter examines the nature and operation of the liability of public authorities, with particular emphasis on the tensions between the equality principle, a concern that authorities ought to be specially protected, and a concern that authorities ought to be subject to wider and more onerous obligations. The chapter first considers the relationship of public authority liability with judicial review and goes on to discuss the law of torts, especially the tort of negligence and what circumstances courts ought to impose negligence liability on public authorities for harm caused through exercises of statutory discretion. It then explores negligence liability in relation to omissions, human rights, and misfeasance in public office. It also reviews damages under the Human Rights Act 1998, contracts, restitution, and state liability in European Union law.
Chapter
9. Passing of the property in the goods as between seller and buyer
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter examines the concept of the passing of the property in goods as between seller and buyer which has significance for many purposes in law. It discusses why the matter is important, before going on to cover the rules for determining when the property passes as it is plainly a matter of the greatest importance to identify the point at which it occurs. The chapter goes on to discuss the statutory provisions relating to perishing of specific goods, how the passing of property is related to acceptance or rejection of goods, the risk involved in the passing of property, and the frustration of sale of goods contracts.
Chapter
2. Agreement
Without assuming prior legal knowledge, books in the Directions series introduce and guide readers through key points of law and legal debate. Questions, diagrams and exercises help readers to engage fully with each subject and check their understanding as they progress. A contract requires that the parties reach an agreement which normally consists of a matching offer and acceptance. This chapter discusses the following: the objective test of agreement; identifying an offer and acceptance; rejection, counter-offers and inquiries; communication of acceptance including the postal rule and the contrasting rule for revocation; mode of acceptance; the death of an offer; and unilateral contracts.
Chapter
1. Introduction to contracts of sale of goods
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter provides a general introduction to sale of goods law in the UK. It explains the sale of goods contract, why there is a different framework for these types of contract under English law, and the specific legislation for contracts of sale of goods and other relevant transactions. The chapter considers the statutory definitions for contract, property, and goods and discusses the distinction between sales and agreements to sell, between specific goods and unascertained goods, and between existing goods and future goods. The chapter introduces and provides an analysis of the Consumer Rights Act 2015, which subsequent chapters then build upon. Finally, it examines contracts other than of sale of goods.
Chapter
12. The creation of agency and the agent’s authority
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the creation of agency and its three main parties: the agent, the principal, and the third party. The primary purpose of the agent is to bring the principal and the third party into direct contractual relations, with the principal taking on the rights and liabilities created by the contracts, provided the agent had authority to act. The chapter looks at several kinds of agent’s authority, including actual authority, apparent authority, and usual authority, and also considers agency of necessity as well as cases where the principal may ratify a transaction.
Chapter
2. Statutory implied terms
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the significance of the terms implied into sale of goods contracts under the Sale of Goods Act 1979 and the statutory rights that are implied in a contract between trader and consumer by virtue of the Consumer Rights Act 2015. It explains the seller’s right to sell the goods, the goods being free from encumbrances and the buyer enjoying quiet possession of them, sales by sample, and the description and quality of the goods, as well as their fitness for purpose. Digital content is also discussed in relation to consumer transactions. The chapter also considers the terms implied into other kinds of contract by different statutes, including the terms implied by the Supply of Goods and Services Act 1982.
Chapter
4. Retention of title clauses
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on retention of title clauses, also known as reservation of title clauses, in sale of goods contracts. It explains how retention of title (or Romalpa) clauses are especially useful in cases where the buyer becomes insolvent and then stresses the importance of properly incorporating a retention of title clause into the contract of sale. The chapter examines the 1976 Romalpa case and its influence on retention of title cases. It considers ‘all-liabilities’ clauses in contracts of sale of goods and concludes by discussing criticisms against retention of title clauses and how, in practice, they might fail. The chapter discusses the 2014 Court of Appeal decision in FG Wilson (Engineering) Ltd v John Holt & Co (Liverpool) Ltd, which illustrates the dangers of retention of title clauses, which can leave buyers somewhat unprotected, and how a degree of balance was reintroduced by the Supreme Court in PST Energy 7 Shipping LLC and another v OW Bunker Malta Ltd and another [2016].
Chapter
10. Duress
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines contracts induced by duress, which is a vitiating factor. It explains that duress involves one party coercing or pressuring the other party into making a contract and its most important feature is that it generally involves pressure applied by means of an illegitimate threat. It discusses the different types of duress—duress to the person, duress of goods, and focuses in more detail on economic duress and its various requirements. It explores the controversial question of whether relief should be extended to cases of lawful act duress such as threats not to contract, which as the law currently stands is in very exceptional situations only.
Chapter
13. Common mistake and rectification
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the situation where both parties to a contract share a common mistake. It analyses several court cases indicating that certain sorts of mistake can render contracts void at the level of common law. It discusses the orthodox approach which asserts that there is a separate legal doctrine whereby certain sorts of common mistakes inevitably render a contract void; it also considers an alternative way of conceptualising common mistake cases, the ‘construction approach’, which argues that the effect of common mistake is ascertained by construing and interpreting the contract. This chapter also considers the scope of the equitable remedy of rectification for common and unilateral mistake, which gives the court the jurisdiction, in exceptional cases, to correct transcription mistakes in the parties’ written contractual document.
Chapter
19. Acting for a company: agency and attribution
This chapter deals with the legal relationship of agency that exists between the company and the agent, explaining the process involved in an agent’s authentication and the execution of documents for the company they represent. It considers two ways in which a company may become contractually bound to another person (a ‘contractor’) under the provisions of the Companies Act 2006: through a written contract to which the company’s common seal is affixed, or when someone has made a contract on behalf of the company. It also discusses the company’s capacity to enter into contracts, including the ultra vires rule, and attribution by a court so as to impose criminal liability on a company. A number of court cases relevant to the discussion are cited.
Chapter
12. Limits on Exploitation
L. Bently, B. Sherman, D. Gangjee, and P. Johnson
This chapter is concerned with the restrictions placed on the copyright owners’ ability to exploit and use their work. It first considers the various mechanisms that are used to regulate contracts between authors and entrepreneurs and then assesses the impact of competition law on the ability of copyright owners to exploit their works. It also looks at the ways in which copyright contracts are regulated with respect to users of copyright, along with the issue of orphan works. The chapter concludes by outlining the different controls that are imposed on collecting societies.
Chapter
14. Equitable Remedies
The Concentrate Questions and Answers series offer the best preparation for tackling exam questions. Each book includes typical questions, bullet-pointed answer plans, suggested answers, and author commentary. This book offers advice on what to expect in exams and how best to prepare. This chapter covers questions on equitable remedies.
Chapter
2. Understanding trusts
Without assuming prior legal knowledge, books in the Directions series introduce and guide readers through key points of law and legal debate. Questions, diagrams and exercises help readers to engage fully with each subject and check their understanding as they progress. There are many kinds of trusts performing different functions. Private family trusts of the orthodox type are different from special trusts such as pension trusts and charitable trusts, and the so-called ‘NHS trust’. The diversity of functions performed by trusts explains why there is diversity within the law of trusts. This chapter provides an overview of trusts, including their usefulness, how they differ from other legal concepts (contracts, debt, powers, agency), the different trust types, the role of trusts in asset protection and the social significance of trusts. It looks at special categories of trusts and trustees, including bare trusts, protective trusts, pension fund trusts and asset protection trusts.
Book
James Marson and Katy Ferris
Business Law provides an introduction to the subject. Packed with up-to-date and relevant examples, it demonstrates the real applicability of the law to the business world. The book is split into eight parts. After an introduction about studying the law, Part 2 covers the English legal system, the constitution, EU law, and human rights. This comprises important issues including statutory interpretation and the legislative process, and court structures. Part 3 considers contractual obligations. Here terms such as, contractual capacity, mistake, misrepresentation, duress, contractual terms, regulations, and remedies for breach are discussed. Part 4 discusses tortious liability and describes issues of negligence, nuisance, economic loss, psychiatric injury, and statutory duties. Part 5 examines company law, including trading structures, maintenance of finance and capital, and corporate administration and management. Part 6 explores the employment relationship, the nature of which will determine many important factors for both the individual and the employer. It includes discussions on the Contract of Employment, statutory regulation of dismissals, equality in employment relationships, and Statutory and Common Law Regulation of the Conditions of Employment. Part 6 then discusses agency law and the duties and responsibilities that exist for both principal and agent. Finally, intellectual property and data protection issues are considered in Part 8.
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