This chapter covers the resolution of commercial disputes. Due to the nature and complexity of commercial activity, disputes inevitably arise especially within transactions involving large amounts of money. Generally, businesses often prefer to avoid litigation if possible as it is costly and time consuming while also generating bad publicity and damaging a trading relationship. The chapter then introduces the practice of arbitration, which is a popular method of settling business disputes that come out of contractual relationships. It considers the systems for alternative dispute resolutions (ADR), some of which are variants of arbitration or litigation that may offer advantages for the resolution of commercial disputes.
Chapter
3. Resolution of commercial disputes
Chapter
18. Buyer’s duties and seller’s remedies
This chapter explores the duties of buyers and the remedies of sellers. It looks into the provision of Section 27 of the Sale of Goods Act 1979 (SGA) on the buyer's duty to accept and pay in accordance with the contract's terms. In large or international transactions, the buyer may often have to perform extra duties necessary to enable the seller to fulfil their duties. On the other hand, unlike the Consumer Rights Act 2015 (CRA 2015), the common law and the SGA provide remedies for the seller if the buyer fails to perform their obligations under the contract. The chapter also explains that SGA's Section 39 contains the rights of an unpaid seller.
Chapter
9. The contract of sale and the classification of transactions
This chapter discusses the contract of sale and the classification of transactions. It highlights the importance of understanding the differences between the different types of supply contracts. Different arrangements of ownership and possession of goods may offer the parties a range of advantages and their popularity may vary from time to time according to changes in several factors like commercial practice and economic circumstances. The Consumer Rights Act 2015 (CRA) provides a distinct legislative regime for consumer protection that ranges around sales and other supply contracts. The chapter then details how different transactions are classified, which includes hire purchase, conditional sale, and computer software.
Chapter
20. Financing The Transaction
This chapter looks into the process of financing transactions. It starts with how to satisfy a buyer's obligation of payment, which includes alternatives like giving a promissory note or having a third party finance the payment. The circumstances of whether or not the seller provides the buyer with credit ultimately depend on the relative bargaining power of the parties. The chapter then discusses how digitalization affected commercial technologies, referencing the development of blockchains and cryptocurrencies. It explains that aspects of digitalization relate to the control of assets and security over intangible assets, while the growth in importance and value of digital assets raised questions about the reformation of the current law.
Chapter
4. Contracts and informal relations
The intention to create legal relations
This chapter focuses on the requirement that the parties to a contract must have the intention to create legal relations for it to become legally binding. It considers how we decide whether the parties to a particular agreement had the intention to enter into legal relations, showing that English law operates by means of rebuttable presumptions. It then examines cases where the presumption is that the parties did not intend to create legal relations—that they intended their transaction to be merely friendly or social, rather than legal. It also discusses commercial transactions, where the presumption is reversed, and more specifically the types of commercial transactions that are structured to place them outside the bounds of legal enforcement. The chapter includes the case of Balfour v Balfour [1919] 2 KB 571 (CA).
Chapter
12. The constitution of the company: dealing with outsiders
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 explores the legal aspects of transactions made with those outside the company (called outsiders or third parties), with emphasis on how they are determined to be legitimate and binding on the company. It also discusses the ultra vires doctrine and the three particular issues that make it a very tricky problem for the courts; the inclusion of the benefit of the company criterion to the ultra vires issue; the reform of ultra vires; and the application of the general principles of agency in determining whether the company is bound by a particular transaction. The chapter concludes by analysing reforms in the Companies Act 2006 concerning the authority of directors to bind the company or authorise others to do so.
