Providing a comprehensive and detailed treatment of termination as a remedy for breach of contract, this book gives a current account of the law and explains this complex area in a practical context. This book is divided into four parts. The first section sets out to analyse what is involved in termination and looks at some of the difficulties surrounding the topic, before going on to explain the evolution of the present law and its main principles. The second section provides a thorough analysis of the two key topics of breach and termination. Breach is defined in terms of a failure, without good excuse, to perform an obligation under the contract, and the various aspects of this definition are explained in the light of the relevant authorities. The chapter on breach of contract has continued to take on board the developing principles of contractual construction, most notably in relation to the interpretation of exemption clauses, where Supreme Court and Court of Appeal decisions, namely Impact Funding Solutions Ltd v Barrington Support Services Ltd and Persimmon Homes Ltd v Ove Arup and Partners Ltd, have continued to question the extent to which the traditional approach can be reconciled with the broader canons of commercial construction now adopted by the courts. In the following chapter, termination is defined in the terms of an election by the promisee, in consequence of a breach by the promisor, to claim discharge from his or her own primary obligations under the contract. This process, which can also be seen as a major contractual remedy in its own right, is distinguished from other processes with which it has a close relationship, most notable the right to withhold performance and discharge under the doctrine of frustration. The controversial decision of the Court of Appeal in MSC Mediterranean Shipping Co SA v Cottonex Anstalt is discussed here. The third part addresses the question when the right to terminate for breach arises. The law gives two answers to this question - when the term broken is classified as a 'condition' of when a 'fundamental' breach has occurred. The nature of a 'condition' in this sense is explained, and the criteria for identifying when a term should be classified as such is set out. Similarly, the criteria for identifying a fundamental breach is discussed, as is the difficult relationship between the concepts of fundamental breach and repudiation and the doctrine of anticipatory breach. Recent Court of Appeals decisions are included, such as Spar Shipping AS v Grand China Logistics Holding (Group) Co Ltd, which provides useful guidance as to the relationship between conditions and contractual rights of termination. The fourth and final section considers the consequences of the promisee's election whether to terminate. In this section the legal effects of termination with regard to the obligations and remedies available to the promisee and the promisor, and also its effect on the application of other terms in the contract such as exemption clauses, are analysed. The measure of damages available to the promisee following termination, most notable damages 'on the footing of repudiation' or damages for 'loss of the bargain' is also considered here alongside other general principles governing damages in this context. The position on damages in The Golden Victory has been extended further by Bunge SA v Nidera BV as discussed in Chapter 10. Similarly the examination of the Court of Appeal decision in The New Flamenco provides additional authority on mitigation to damages. Principles relating to restitution recovery are re-examined by reference to three major Supreme Court cases on unjust enrichment: Benedetti v Sawiris; Memelaou v Bank of Cyprus UK Ltd; and Investment Trust Companies v Revenue and Customs Commissioners.

This second volume on the constitutional dimension of contract law explores this increasingly relevant subject in jurisdictions that are usually overlooked by mainstream scholarship in the English-speaking world. With chapters on Finland and other Nordic Countries from a comparative perspective, Spain, Japan, Somalia, Nigeria, Brazil, and Peru, the contributions presented here offer much-needed, context-informed insights on whether - and if so, why, how and to what extent - the development of contract law is being influenced by constitutional values and fundamental rights issues (or vice-versa). The book represents a valuable addition to comparative law literature on the interplay between public (i.e., constitutional) and private (i.e., contract) law by revealing the inner dynamics through which these two branches interact and (at times) inform each other, whilst also enhancing our understanding of the law's nature, function, and transformative potential at the macro, meso, and micro levels.

Exploring the advantages and disadvantages of codifying contract law, this book considers the question from the perspectives of both civil and common law systems, referring in detail to issues of international and consumer law. With contributions from leading international scholars, the chapters present a range of opinions on the virtues of codification, encouraging further debate on this topic. The book commences with a discussion on the internationalization imperative for codification of contract law. It then turns to regional issues, exploring first codification attempts in the European Union and Japan, and then issues relevant to codification in the common law jurisdictions of Australia, New Zealand and the United States. The collection concludes with two chapters which consider the need to draw upon both private and comparative international law perspectives to inform any codification reforms. This book will be of interest to international and comparative contract law academics, as well as regulators and policy-makers.

Remedies is the subject of increasing academic interest. It is one of the key organising concepts of the obligations approach to the common law, the pre-eminent approach in law schools, now officially sanctioned by the Law Society. This second edition modernizes the first edition quite considerably. This work determines the place of remedies in contract and tort within the current debate about the reform of the common law obligation.

Professor James Gordley opens this volume with a concise history of the legal status of promises. In the central part of the book legal experts examine how twelve modern European legal systems deal with fifteen concrete situations in which a promise may not be enforceable--situations that include gifts, loans, bailments, houses, rewards, and brokerage contracts. Despite differences in legal doctrine, the volume reveals similarities in the results. This is the second completed project of The Common Core of European Private Law launched at the University of Trento.

Although the law of contract is largely settled, there is at present no widely-accepted comprehensive theory of its main principles and doctrines or of its normative basis. This collection of six full-length and original essays, written by some of the most eminent scholars in the field, explores the general theory of contract law from a variety of theoretical perspectives. While the essays build on past theoretical contributions, they also attempt to take contract theory further and suggest new and promising ways to develop theory of contract law.

This book starts by surveying the use or neglect of good faith in European contract law and traces its historical origins. Its central part takes thirty hypothetical situations that have attracted the application of good faith and analyzes them according to fifteen national legal systems. It concludes by explaining how European lawyers, whether from a civil or common law background, need to come to terms with the principle of good faith.

"One of the most important contributions to the field of contract theory-if not the most important-in the past 25 years." -Stephen A. Smith, McGill University Can we account for contract law on a moral basis that is acceptable from the standpoint of liberal justice? To answer this question, Peter Benson develops a theory of contract that is completely independent of-and arguably superior to-long-dominant views, which take contract law to be justified on the basis of economics or promissory morality. Through a detailed analysis of contract principles and doctrines, Benson brings out the specific normative conception underpinning the whole of contract law. Contract, he argues, is best explained as a transfer of rights, which is complete at the moment of agreement and is governed by a definite conception of justice-justice in transactions. Benson's analysis provides what John Rawls called a public basis of justification, which is as essential to the liberal legitimacy of contract as to any other form of coercive law. The argument of Justice in Transactions is expressly complementary to Rawls's, presenting an original justification designed specifically for transactions, as distinguished from the background institutions to which Rawls's own theory applies. The result is a field-defining work offering a comprehensive theory of contract law. Benson shows that contract law is both justified in its own right and fully congruent with other domains-moral, economic, and political-of liberal society.

Commercial litigators frequently need to assess whether a disputed contract is valid. This book provides practitioners with an invaluable reference tool, which will enable them to navigate the complex issue of vitiation of contract.

As litigators are aware, when contractual disputes arise, many types of vitiation listed will be argued together or as alternatives to one another. This book provides a comprehensive examination of all the factors vitiating contractual consent from fraud, misrepresentation, non-disclosure, and mistake, to duress, undue influence, unconscionable bargains, and includes chapters on incapacity and unfairness. Finally, the book considers related topics, remedies and the philosophical foundations of the law in this area.

The book will be an invaluable reference tool for lawyers involved in contractual disputes, especially those preparing a case dealing specifically with the factors vitiating contractual consent. It will also be a useful reference for academics and postgraduate students of commercial law.

Peter MacDonald Eggers QC is an established and highly respected silk at 7KBW. He regularly appears before the Commercial Court and the Court of Appeal and in commercial and international arbitrations. He has published widely and teaches at University College London.

The Law of Rescission is an extensive analysis of the law concerning the rescission of contracts and gifts in England and Wales, and also contains detailed reference to the law of other parts of the Commonwealth including Australia, New Zealand, Canada, British Virgin Islands, Cayman Islands, Isle of Man, Singapore, Hong Kong, Malaysia, and India. This is the leading work in the field. The revised third edition builds on the established format of the previous edition, fully updating case law and considering how developments, such as the introduction of machine generated contracts, impacts on the law. The book also incorporates new legislation, such as The Insurance Act 2015. Rescission is frequently sought in commercial, property, and insurance disputes, making this book an essential reference for all lawyers involved in civil litigation, as well as for civil judges. The Law of Recission has has been cited by courts in England and Wales, as well as Australia and Canada. Academics will also find this book of great interest when researching contracts, remedies, or restitution.

There is a wealth of material that shapes the law of State responsibility for breaches of investment contracts. First impressions of an unsettled or uncertain law have thus far gone unchallenged. But unchallenged first impressions point to the need for a detailed study that investigates and analyses the sources, the content, the characteristics, and the evolution of this law. The argument at the heart of this monograph is that the law of state responsibility for breaches of investment contracts has carved a unique and distinct trajectory from the traditional route for the creation of international law, developing principally from arbitral awards, and mimicking, to a considerable extent, the general international law on the protection of aliens and alien property. This book unveils the remarkable journey of the law of state responsibility for breaches of investment contracts, from its origins, to its formation, to its arrival at the cusp of maturity.

Boilerplate--the fine-print terms and conditions that we become subject to when we click "I agree" online, rent an apartment, enter an employment contract, sign up for a cellphone carrier, or buy travel tickets--pervades all aspects of our modern lives. On a daily basis, most of us accept boilerplate provisions without realizing that should a dispute arise about a purchased good or service, the nonnegotiable boilerplate terms can deprive us of our right to jury trial and relieve providers of responsibility for harm. "Boilerplate" is the first comprehensive treatment of the problems posed by the increasing use of these terms, demonstrating how their use has degraded traditional notions of consent, agreement, and contract, and sacrificed core rights whose loss threatens the democratic order.

Margaret Jane Radin examines attempts to justify the use of boilerplate provisions by claiming either that recipients freely consent to them or that economic efficiency demands them, and she finds these justifications wanting. She argues, moreover, that our courts, legislatures, and regulatory agencies have fallen short in their evaluation and oversight of the use of boilerplate clauses. To improve legal evaluation of boilerplate, Radin offers a new analytical framework, one that takes into account the nature of the rights affected, the quality of the recipient's consent, and the extent of the use of these terms. Radin goes on to offer possibilities for new methods of boilerplate evaluation and control, among them the bold suggestion that tort law rather than contract law provides a preferable analysis for some boilerplate schemes. She concludes by discussing positive steps that NGOs, legislators, regulators, courts, and scholars could take to bring about better practices.

This new book is a hybrid - in addition to well selected cases, it contains substantial scholarly textual material introducing each topic or case. The student is given insights into both historical development and applicable theory. The approach is "show the ball" so as to enable the student to get more deeply into the challenging material. Each case is followed by extensive notes and questions designed to extend student thinking and reasoning. A very detailed Teachers Manual will accompany this book is available, containing briefs of each case, lists of interesting discussion and focus issues, and answers to every question in the notes.

This text is volume III of a five-volume reference work that surveys the entire literature on law and economics. The entries consist of two elements: a review of the literature by an authority in the field and a bibliography which covers most of the published material in the particular area.

When running your own business, it can be easy to believe that contracts can wait. But getting the best (or avoiding the worst) from contracts is often a major factor in how well and how quickly a business succeeds. This book, from legal expert and entrepreneur Charles Boundy, provides business owners and managers with everything they need to stay on top of contracts and avoid getting bogged down in legalese. The book gives an easy-to-follow overview of: - how to make or avoid making a contract - what to include and what to look for in contracts - how to have a contract achieve what you want at the price you have agreed - how to identify and manage major contract risks - how to approach the negotiation of key issues - how to draft and manage a contract to best effect - what to do (and not do) if things go wrong. A focused guide for the time-pressed, this is an indispensable tool for all businesses. Read it and stay successfully on top of the many contractual issues that businesses face every week.

This book is based on and explains the following sub-contracts published by the Construction Industry Federation: A?A?A?A?Agreement and Conditions of Sub-Contract for use in conjunction with the forms of Main Contract for Public Works Issued by the Department of Finance 2007A?A?A?A?and theA?A?A?A?Agreement and Conditions of Sub-Contract (NN) for use in conjunction with the Forms of Main Contract for Public Works issued by the Department of Finance 2007 where the Sub-Contractor is a specialist who has been Named by the Employer or whose Contract with the employer has been Novated (NN Sub-Contractor).A?A?A?A?

Principally concerned with the laws of England and Wales and Ireland, but also covering other UK common law jurisdictions including Australia, Canada, Singapore and Hong Kong, this title looks at both the doctrines of force majeure and frustration and their application to commercial contracts. It includes analysis and consequences of recent case law, including Classic Maritime Inc v Limbungan Makmur SDN BHD, Lion Diversified Holdings BHD and Seadrill Ghana Operations Ltd v Tullow Ghana Ltd. The title also sets out the statutory principles that apply. Whilst looking at these principles in a broad sense, it is also the first major work to relate them to, and address the issues brought about by, the COVID-19 pandemic. Written by leading experts Ben Symons and Joe Dalby SC from leading commercial set,36 Commercial, it offers a comprehensive and authoritatively researched analysis of all issues related to force majeure and frustration. It is practical in its approach and it is essential reading for commercial practitioners and contract lawyers to ensure they leave no stone unturned when working on a matter involving either force majeure or frustration.

Can your employer require you to travel to India for a hip replacement as a condition of insurance coverage? If injury results, can you sue the doctor, hospital or insurer for medical malpractice in the country where you live? Can a country prohibit its citizens from helping a relative travel to Switzerland for assisted suicide? What about travel for abortion? In Patients with Passports, I. Glenn Cohen tackles these important questions, and provides the first comprehensive legal and ethical analysis of medical tourism. Medical tourism is a growing multi-billion dollar industry involving millions of patients who travel abroad each year to get health care. Some seek legitimate services like hip replacements and travel to avoid queues, save money, or because their insurer has given them an incentive to do so. Others seek to circumvent prohibitions on accessing services at home and go abroad to receive abortions, assisted suicide, commercial surrogacy, or experimental stem cell treatments. In this book, author I. Glenn Cohen focuses on patients traveling for cardiac bypass and other legal services to places like India, Thailand, and Mexico, and analyzes issues of quality of care, disease transmission, liability, private and public health insurance, and the effects of this trade on foreign health care systems. He goes on to examine medical tourism for services illegal in the patient's home country, such as organ purchase, abortion, assisted suicide, fertility services, and experimental stem cell treatments. Here, Cohen examines issues such as extraterritorial criminalization, exploitation, immigration, and the protection of children. Through compelling narratives, expert data, and industry explanations Patients with Passports enables the reader to connect with the most prevalent legal and ethical issues facing medical tourism today.

When the first edition of this student work was published some eight years ago transnational commercial law, introduced as a postgraduate course at the University of Oxford in 1995, was taught at a relatively small number of law schools. Since then the subject has blossomed and is now taught at law schools around the world. Focused on the products and processes of the harmonization of law relating to international commercial transactions, the book is an invaluable resource for students in this field. In this new edition the work has been completely revised and updated, covering a number of new or substantially revised international instruments. In addition four new chapters have been added by specialist contributors dealing with regional harmonization, carriage of goods by sea, transactions in securities and the relationship between international conventions and national law. The authority of the text is enhanced by the fact that all the authors have played leading roles in the drafting and development of many of the instruments examined in the work.

Current Legal Issues, like its sister volume Current Legal Problems (now available in journal format), is based upon an annual colloquium held at University College London. Each year leading scholars from around the world gather to discuss the relationship between law and another discipline of thought. Each colloquium examines how the external discipline is conceived in legal thought and argument, how the law is pictured in that discipline, and analyses points of controversy in the use, and abuse, of extra-legal arguments within legal theory and practice. Law and Language, the fifteenth volume in the Current Legal Issues series, offers an insight into the scholarship examining the relationship between language and the law. The issues examined in this book range from problems of interpretation and beyond this to the difficulties of legal translation, and further to non-verbal expression in a chapter tracing the use of sign language at the Old Bailey; it examines the role of language and the law in a variety of literary works, including Hamlet; and considers the interrelation between language and the law in a variety of contexts, including criminal law, contract law, family law, human rights law, and EU law.

This paper looks at the current status and role of specific commercial contract law both national and international in view of recent European contract law reform. It reviews the value and necessity of a special and separate contract law for merchants in a global market and discusses critically the terminology, doctrine and objectives which this law is based upon. For a long time the choice of transnational law rules which are often non-state law has been marginalised and made impossible in state court proceedings. The new Common European Sales Law circumvents this problem by proposing to be used as national law. International practice in commercial dispute settlement may therefore still remain at the forefront of promoting and modelling the use of transnational contract law.

The practical importance of intangible personalty such as debt, bonds, equities, futures, derivatives and other financial instruments has never been greater than it is today. The same may be said of interests in intellectual property. Yet the assignment of these intangible assets from one to another remains difficult to understand. Assignments are often taken to operate as a form of transfer akin to conveyances of legal titles to tangible personalty. However, this conception does not accurately reflect the law of assignment as it has developed in the caselaw in England and Wales. This book sets out a different model of the workings of assignments as a matter of English law, one that provides an analytical, yet historically sensitive, framework which allows us to better understand how, and why, assignments work in the way the cases tell us they do.

In this book, the author analyses the law and practice relating to the classification, drafting, validity and enforcement of contracts relating to jurisdiction and choice of law. The focus is on English law, EU law and common law measures, but there is also some comparative material built in. The book will be useful in particular to practising lawyers seeking to draft, interpret or enforce the types of contract discussed, but the in-depth discussion will also be valuable to academic lawyers specialising in private international law. Written by an academic who is also a practising barrister, this book gives in-depth coverage of how the instruments and principles of private international law can be used for the resolution of cross-border or multi-jurisdictional disputes. It examines the operation and application of the Brussels Regulation, the Rome Convention and the Hague Convention on Exclusive Choice of Court Agreements in such disputes, but also discusses the judgments and decisions of the courts in significant cases such as Turner v Grovit, Union Discount v Zoller, and De Wolf v Cox. Much of the book is given over to practical evaluation of how agreements on jurisdiction and choice of law should be put together, with guidance on, amongst other things, drafting of the agreements (including some sample clauses), severability of agreements, consent, and the resolution of disputes by arbitration.