RepetoEngland and Wales — Does any unlawful conduct connected with a contract automatically defeat every civil claim?
No. The statutory scheme and the principled illegality analysis must be applied to the particular claim.
Contract law · England and Wales
240 questions in English on contract formation, terms, breach and remedies in England and Wales. Law checked on 2026-11-06; for study, not legal advice.
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England and Wales — What can bar rescission for misrepresentation?
Affirmation, intervening third-party rights, excessive delay or inability to restore the parties substantially can bar it. Exact restoration is not always required: monetary adjustments may make rescission practicable.
England and Wales — What is the ordinary rule about communicating acceptance?
Acceptance ordinarily takes effect when communicated to the offeror, subject to recognised exceptions such as the postal rule or acceptance by performance.
England and Wales — What is the central function of consideration in a simple contract?
It identifies what is given or promised in exchange for the promise being enforced; a bare gratuitous promise normally is not enough.
England and Wales — Does common mistake necessarily apply if one party warranted that the assumed state of affairs existed?
No. Such a warranty allocates the risk and ordinarily directs the issue to contractual liability instead.
England and Wales — What is the starting effect of a clause requiring variations to be written and signed after Rock Advertising?
The agreed formalities are generally effective: an informal oral variation ordinarily fails to satisfy them.
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Question Answer
England and Wales — Does any unlawful conduct connected with a contract automatically defeat every civil claim? No. The statutory scheme and the principled illegality analysis must be applied to the particular claim.
England and Wales — What can bar rescission for misrepresentation? Affirmation, intervening third-party rights, excessive delay or inability to restore the parties substantially can bar it. Exact restoration is not always required: monetary adjustments may make rescission practicable.
England and Wales — What is the ordinary rule about communicating acceptance? Acceptance ordinarily takes effect when communicated to the offeror, subject to recognised exceptions such as the postal rule or acceptance by performance.
England and Wales — What is the central function of consideration in a simple contract? It identifies what is given or promised in exchange for the promise being enforced; a bare gratuitous promise normally is not enough.
England and Wales — Does common mistake necessarily apply if one party warranted that the assumed state of affairs existed? No. Such a warranty allocates the risk and ordinarily directs the issue to contractual liability instead.
England and Wales — What is the starting effect of a clause requiring variations to be written and signed after Rock Advertising? The agreed formalities are generally effective: an informal oral variation ordinarily fails to satisfy them.
England and Wales — Does discovering an ordinary breach late automatically restart the six-year contract limitation period? No. The ordinary clock runs from accrual. Particular postponement rules, including qualifying fraud, deliberate concealment or mistake under section 32, require their own conditions.
England and Wales — Can an advertisement ever be an offer rather than mere advertising puff? Yes. Its objectively serious, sufficiently definite promise may invite acceptance by performance, as the reward advertisement in Carlill illustrates.
England and Wales — Why did a mistake about an aircraft lessee's approval not automatically void the leases in Triple Seven v Azman? The court examined the contract's risk allocation and the fundamental nature of the mistake; a failed commercial purpose alone was insufficient.
England and Wales — Does an unenforceable penalty erase the underlying obligation or breach? No. The penal remedy is unenforceable, but an ordinary damages claim for the breach may remain. The claimant must then establish the recoverable loss under the usual rules.
England and Wales — Does faulty digital content have the same statutory short-term rejection remedy as faulty goods? No. For covered digital content, the principal conformity remedies are repair or replacement, followed by a price reduction in the statutory circumstances. There is no equivalent general thirty-day right to reject it.
England and Wales — Why was the benefit of selling a vessel before a market fall not deducted in The New Flamenco? It arose from an independent decision about the vessel's capital value, not from the lost charter income or relevant mitigation.
England and Wales — When can a trader's statement about a consumer service become binding under CRA section 50? When the consumer takes it into account in deciding to contract or in a later decision about the service. Qualifications given on the same occasion and changes expressly agreed by both parties must also be considered.
England and Wales — Is preventing ordinary competition, without more, a sufficient legitimate interest for an employment restraint? No. An employer needs a protectable interest, such as relevant confidential information or customer connections.
England and Wales — Are incorporation and statutory fairness the same inquiry? No. A term can be incorporated yet fail a statutory fairness or reasonableness test.
England and Wales — What is the usual effect of breaching a contractual condition? It gives the innocent party a right to terminate as well as claim damages, subject to applicable statutory rules and loss of that right.
England and Wales — Does every social arrangement become a contract if its terms are clear? No. The arrangement must objectively show an intention to create legally enforceable obligations, not merely a social or moral commitment.
England and Wales — Can a court specifically enforce an employment contract by ordering an employee to work or attend work? No. Section 236 of the Trade Union and Labour Relations (Consolidation) Act 1992 prohibits that form of specific performance or injunction.
England and Wales — For a non-severable commercial sale, how can acceptance of goods affect rejection for breach of condition under section 11? Acceptance of all or part ordinarily limits the buyer to a warranty remedy, subject to section 35A and an express or implied term preserving rejection. Consumer sales have a separate CRA regime.
England and Wales — In an individual consumer dispute, how does CRA section 69 resolve a term genuinely capable of different meanings? The meaning most favourable to the consumer prevails. The Act makes a separate exception for specified enforcement-injunction proceedings.
England and Wales — Must a misrepresentation be the sole reason for entering a contract? No. It must have a sufficient causal role, but it need not be the only influence.
England and Wales — Under section 30 in England and Wales, can a commercial buyer always reject for a tiny quantity discrepancy? No. Rejection is limited where the shortfall or excess is so slight that rejection would be unreasonable; the seller bears that burden.
England and Wales — Under Sale of Goods Act section 6, what happens if specific goods had already perished, without the seller's knowledge, when the sale contract was made? The contract is void under that section.
England and Wales — Under section 30, what must a commercial buyer pay if it accepts a short delivery? The contract rate for the goods accepted, subject to applicable agreement, usage or course of dealing.
England and Wales — Must a promise supported by a valid deed also have consideration? No. A deed can make a promise enforceable without consideration, provided the deed and obligation are otherwise valid.
England and Wales — Are all gains made after breach automatically deducted from damages? No. A sufficiently close causal link to the breach or successful mitigation is required.
England and Wales — Did Times Travel adopt a broad duty of good faith governing all commercial negotiations? No. It rejected using such a general principle to expand lawful-act duress.
England and Wales — Does starting work while a formal agreement remains unsigned automatically establish a contract on the draft terms? No. The whole course of words and conduct must show agreement and contractual intention; work alone is not conclusive.
England and Wales — What are the ordinary fourteen-day cancellation deadlines under regulation 30? For services and non-tangible digital content, fourteen days after contracting; for an ordinary single goods delivery, fourteen days after physical receipt by the consumer or nominated non-carrier. Multiple and regular deliveries have special starting rules.
England and Wales — What is the usual Hadley v Baxendale approach to contractual remoteness? Loss must arise ordinarily from the breach or fall within the parties' reasonable contemplation at formation because of relevant known circumstances.
England and Wales — How can comparable bargaining power affect the Cavendish analysis? A negotiated bargain between properly advised parties of comparable strength starts with a strong presumption that they can judge their legitimate interests. This is not immunity from the penalty rule.
England and Wales — Under Sale of Goods Act section 28, what is the default relationship between payment and delivery? They are concurrent: each side must be ready and willing to exchange its performance, unless otherwise agreed.
England and Wales — Does a later simple promise ordinarily become enforceable merely because the recipient previously conferred a voluntary benefit? No. A past voluntary benefit is ordinarily not consideration given in exchange for that later promise. Earlier requested performance and an understood bargain require separate analysis.
England and Wales — Is the 1943 Act's adjustment regime universal for every frustrated contract? No. It has exclusions, and relevant contractual provisions can determine the adjustment; its scope must be checked.
England and Wales — Are all contracts involving a minor automatically void? No. The legal effect depends on the type of contract; statutory liability for necessaries is one important example.
England and Wales — Is an incidental benefit alone necessarily an enforceable third-party right? No. The statutory test and identification requirement must be met; the benefit route fails if proper construction shows no intended enforcement right.
England and Wales — What is the usual deadline for the CRA short-term right to reject faulty goods? Thirty days beginning the day after ownership or relevant possession and delivery have occurred and, where required, the trader has notified the consumer that installation or other action needed for use is complete. Perishables can have a shorter period; agreed repair or replacement pauses the clock, with statutory extra time afterwards.
England and Wales — Does passing the penalty test make a consumer term automatically fair under the Consumer Rights Act 2015? No. The statutory unfair-terms assessment is a separate control. A clause can require that assessment even if it is not a common-law penalty.
England and Wales — What happens to a consumer contract containing an unfair term under the CRA? The term is not binding on the consumer, who may nevertheless choose to rely on it. The rest of the contract continues so far as practicable.
England and Wales — Does a clear exclusion clause necessarily survive statutory control? No. Clear wording cannot override an applicable statutory prohibition or reasonableness or fairness requirement.
England and Wales — Under CRA section 29, when does risk ordinarily pass in a consumer sale? When the consumer, or their nominated recipient, physically receives the goods. An exception applies when the consumer commissions a carrier that the trader did not offer: risk then passes on delivery to that carrier.
England and Wales — Does a shared mistaken assumption about value alone ordinarily void a contract? No. Common mistake has a demanding fundamental threshold; disappointment or a bad bargain is insufficient.
England and Wales — Does CRA section 64 exempt every term mentioning price from fairness review? No. The limited exemption for main subject matter or price adequacy requires transparency and prominence, and does not cover terms listed in Schedule 2 Part 1. Other aspects of a price term can still be assessed.
England and Wales — Under CRA section 65, can a consumer term exclude a trader's liability for death or personal injury caused by negligence? No, within that section's statutory scope. A person's agreement to, or awareness of, an exclusion also does not by itself amount to voluntary acceptance of the risk.
England and Wales — Is the illegality defence simply an additional punishment for wrongdoing? No. It protects the integrity of the legal system through a principled public-policy assessment; proportionality matters.
England and Wales — What are the central elements of economic duress? Illegitimate pressure that causes the agreement, coupled with no reasonable practical alternative to submission.
England and Wales — Under Limitation Act 1980 section 8, what is the ordinary limitation period for an action upon a specialty, such as a deed? Twelve years from accrual, unless another provision of the Act prescribes a shorter period for the claim. Not every claim connected with a deed necessarily receives twelve years.
England and Wales — How does common mistake differ temporally from frustration? Common mistake concerns a false shared assumption at formation; frustration concerns a supervening event after formation.
England and Wales — Under CRA section 55, what does a right to repeat performance of a service involve? Re-performance as needed to bring the service into conformity, at the trader's necessary cost, within a reasonable time and without significant inconvenience. It cannot be required if conforming performance is impossible.
England and Wales — In Shogun Finance, did the majority find a hire-purchase contract between the finance company and the impersonator? No. The written agreement identified the innocent named person; on those facts the rogue was not the contractual hirer.
England and Wales — Can a non-reliance clause be caught by Misrepresentation Act section 3? Yes, if its effect is to exclude or restrict liability or remedies for misrepresentation; its substance matters, not just its label.
England and Wales — What is the broad effect of Limitation Act 1980 section 32 on qualifying fraud, deliberate concealment or mistake claims? The relevant limitation period is postponed until the claimant discovers the fraud, concealment or mistake, or could discover it with reasonable diligence. Statutory qualifications, including protection for certain purchasers, still apply.
England and Wales — Can money paid for an illegal scheme ever be recovered? Yes. Patel v Mirza permitted restitution on its facts; illegality does not create a universal rule that the recipient keeps the money.
England and Wales — What is undue influence concerned with beyond ordinary persuasion? Improper exploitation of influence that undermines the other's free decision; a close relationship alone does not prove it.
England and Wales — What is the usual remedy character when duress or undue influence makes a contract avoidable? Rescission may set it aside, subject to applicable bars and restoration requirements; it is not automatically void from the outset.
England and Wales — When does CRA section 51 require a reasonable price for a consumer service? Where the consumer has not paid, and neither the contract nor binding information fixes the price or how it is fixed. Reasonableness depends on the facts; it does not replace an agreed price automatically.
England and Wales — What is the usual effect of breaching a warranty in the condition/warranty classification? It supports a damages claim but does not, by itself, confer a right to terminate.
England and Wales — Where the consumer has rights to both repeat performance and a price reduction, when is the CRA service price reduction available? When conforming repeat performance is impossible, or requested repeat performance is not provided within a reasonable time and without significant inconvenience. The appropriate reduction can reach the full price.
England and Wales — Must agreed notice and cure requirements be considered before contractual termination? Yes. The right depends on the actual clause; failing its conditions may make the purported termination ineffective or wrongful.
England and Wales — Under Sale of Goods Act section 27, what are the seller's and buyer's basic performance duties? The seller delivers, and the buyer accepts and pays, in accordance with the contract's terms.
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England and Wales — Under Misrepresentation Act section 2(1), who bears the burden of establishing the reasonable-belief defence? The representor must prove reasonable grounds for belief and actual belief in the truth up to contracting.
England and Wales — Should contractual interpretation use hindsight about how badly a bargain later worked? No. The relevant perspective is the contract's formation, not a later assessment of commercial success.
England and Wales — What is frustration's general effect on future performance? Discharge by operation of law from further performance, rather than an election to terminate for the other party's breach.
England and Wales — Can performance communicate acceptance without a signed return document? Yes, where the conduct objectively and unequivocally communicates assent; the effect of any prescribed acceptance formalities still requires examination.
England and Wales — What is the Foakes v Beer starting rule for paying only part of an existing, due debt? Part-payment alone is normally insufficient consideration for a promise to discharge the balance; additional consideration or another recognised basis may change the result.
England and Wales — What must a document show on its face to qualify as a deed under the 1989 Act? That its maker intends it to be a deed; it must also be validly executed as a deed.
England and Wales — Does a bare promise to keep an offer open until Friday necessarily prevent earlier withdrawal? No. A supported option or another enforceable basis is needed to bind the offeror to keep it open; Dickinson v Dodds distinguishes an offer from a binding promise of irrevocability.
England and Wales — What can failure to give the required cancellation-right information do to the cancellation period? It can extend the deadline by twelve months beyond the ordinary end. If compliant information arrives within twelve months from the start of the ordinary fourteen-day period, cancellation instead ends fourteen days after receipt.
England and Wales — Why can office hours matter when assessing receipt of an email acceptance? They help establish when communication could reasonably operate in the transaction's context; a rigid clock-time rule is inappropriate.
England and Wales — Under regulation 36, does merely starting a requested service extinguish the cancellation right? No. For ordinary services, loss of the right requires full performance following the required express request and acknowledgement. Earlier cancellation may require proportionate payment where the request and information requirements were satisfied.
England and Wales — What is the basic idea of a reliance or wasted-expenditure measure? Compensation for expenditure wasted through breach, used to protect the contractual interest without giving a better result than performance would have produced.
England and Wales — Under Sale of Goods Act section 11, may a buyer choose damages rather than reject for breach of a condition? Yes. The buyer can elect to treat the breach as a breach of warranty instead of a ground for repudiating the sale, without converting every condition into a warranty.
England and Wales — Under the usual approach in Triple Point, when do delay liquidated damages stop accruing after termination? They normally accrue until termination, with ordinary damages addressing subsequent loss. The particular contract can provide a different allocation, so its wording still matters.
England and Wales — Must a court consider the fairness of a consumer contract term if neither party raises the issue? Yes, if the court has sufficient legal and factual material to assess it. CRA section 71 imposes that duty.
England and Wales — Does Patel v Mirza give judges an unrestricted discretion to decide what feels fair? No. It requires structured consideration of the prohibition, relevant policies and proportionality.
England and Wales — Under RTI Ltd v MUR Shipping BV, does a reasonable-endeavours qualification normally require accepting non-contractual performance to avoid force majeure? Not without clear contractual wording requiring it; the clause is interpreted against the parties' right to the performance they agreed.
England and Wales — What is the ordinary aim of contract damages? To put the claimant, so far as money can, in the position proper performance would have produced, subject to legal limits.
England and Wales — Does every contract give exactly the same weight to wording and commercial context in interpretation? No. A carefully negotiated, professionally drafted agreement may place greater weight on textual analysis; an informal or poorly drafted agreement may require greater attention to context. Both remain part of one interpretive exercise.
England and Wales — What does the officious-bystander test ask about a proposed implied term? Whether the term would have been so obvious to reasonable parties in that position that it went without saying, carefully identifying the proposed term.
England and Wales — Where the High Court or Court of Appeal has jurisdiction to grant an injunction or specific performance, can it award damages instead? Yes. Senior Courts Act 1981 section 50 permits damages in addition to, or instead of, that equitable relief.
England and Wales — Does one defective instalment under section 31 automatically repudiate the entire commercial sale contract? No. The terms and circumstances determine whether it is a whole-contract repudiation or a severable breach sounding in compensation.
England and Wales — Can a threat to do something lawful ever amount to economic duress? Yes, but lawful-act duress is exceptional and narrowly controlled, particularly in commercial bargaining.
England and Wales — Must a disputed clause be read in isolation? No. It is read with the agreement as a whole and relevant background available at formation.
England and Wales — Does strong commercial bargaining power alone establish economic duress? No. Hard bargaining and unequal leverage do not themselves make pressure illegitimate.
England and Wales — Under Consumer Rights Act 2015 section 9, how is satisfactory quality assessed? Against what a reasonable person would accept, considering description, price and relevant circumstances. Relevant aspects include safety and durability. The term does not cover defects specifically drawn to the consumer's attention before contracting, or defects an examination the consumer made before contracting ought to have revealed.
England and Wales — Under Sale of Goods Act 1979 section 57, when is an ordinary auction sale complete? When the auctioneer announces completion by the fall of the hammer or another customary method.
England and Wales — Can an exclusion of lost profits automatically be treated as excluding wasted expenditure? No. They are distinct loss measures; the clause must be interpreted in context, as Soteria v IBM illustrates.
England and Wales — May a promisor raise relevant contractual defences against a third party suing under the 1999 Act? Yes. Section 3 provides for relevant defences and set-offs, with additional rules and scope for express contractual provision.
England and Wales — Does Thomas v BPE Solicitors support applying the postal rule automatically to email acceptance? No. It treated email as subject to a receipt-based approach, rather than making acceptance effective merely on sending.
England and Wales — Does a breach ordinarily end the contract automatically? No. A repudiatory breach ordinarily gives the innocent party an election to accept it or keep the contract alive.
England and Wales — In a reward contract, what ordinarily supplies the consideration for the reward promise? The requested performance, rather than merely saying that the reward offer is accepted.
England and Wales — What must purported acceptance ordinarily communicate? Unequivocal assent to the offer's terms, viewed objectively in context; proposing materially different terms ordinarily makes a counter-offer.
England and Wales — What distinguishes a unilateral reward offer from an exchange of promises? The offer calls for a specified act as the price of the promise; the recipient need not promise to perform that act.
England and Wales — Why can communicated special circumstances matter to remoteness? They may bring an otherwise unusual type of loss within the risk reasonably contemplated when contracting.
England and Wales — Does an entire-agreement label automatically exclude all misrepresentation claims? No. Construction and the relevant statutory controls matter; a label cannot bypass Misrepresentation Act section 3 or consumer fairness protection.
England and Wales — How does section 5 of the 1999 Act address compensation already recovered by the promisee for the third party's loss? The court or tribunal reduces a later award to the third party as appropriate to account for that recovery.
England and Wales — For unsigned standard terms, is actual reading always required for incorporation? No. Reasonably sufficient notice can incorporate terms even if the recipient did not actually read them.
England and Wales — How does implication by statute differ from implication in fact? Statute supplies terms for contracts within its scope; implication in fact concerns what is necessary or obvious in the particular agreement.
England and Wales — Under Consumer Rights Act 2015 section 10, when must goods be fit for a particular purpose? When the consumer makes that purpose known before contracting, unless the circumstances show no reliance, or unreasonable reliance, on the trader's skill or judgment. The purpose need not be the goods' usual use.
England and Wales — Is an item necessarily a necessary merely because it is generally useful to someone of that age? No. Suitability and the person's actual requirements at the relevant time must both be considered.
England and Wales — After valid cancellation of a delivered sales contract, what are the ordinary return and refund timings where the trader has not offered to collect the goods and has no duty to collect them? The consumer sends goods back without undue delay, within fourteen days of cancellation notice. The trader refunds without undue delay, within fourteen days of receiving the goods or earlier evidence of return; permitted deductions and return-cost rules still apply.
England and Wales — If no contractual provision or binding information fixes a service's completion time, what does CRA section 52 require? Completion within a reasonable time, judged on the facts. The provision supplies a default where neither a time nor a method for fixing it has been agreed.
England and Wales — Are ordinary contract damages awarded to punish deliberate breach? No. They are ordinarily compensatory; deliberate breach does not itself justify a punitive award.
England and Wales — Why does the contract's allocation of risk matter to frustration? A party cannot ordinarily invoke frustration simply to escape a risk the agreement allocated to it.
England and Wales — Does independent legal advice automatically make every influenced transaction valid? No. Its adequacy and the relevant lender safeguards matter; a formal signature on an advice certificate is not a universal cure.
England and Wales — Does the common-law penalty rule regulate every onerous payment obligation? No. It generally regulates secondary obligations triggered by breach, rather than the parties' primary bargain. Classification depends on substance, not simply the drafting label.
England and Wales — What is the objective of contractual interpretation? To identify the objective meaning of the parties' language in the contract and its relevant context.
England and Wales — How does an action for an agreed price differ from ordinary compensatory damages? It seeks an accrued payment obligation rather than compensation measured by loss; the contractual and statutory conditions for the debt must be satisfied.
England and Wales — Is a party's later assertion that they believed an agreement binding decisive of contractual intention? No. The court applies an objective assessment of the communicated words and conduct in context.
England and Wales — Can a party rely on an express termination clause even if the breach is not repudiatory at common law? Yes, if the clause, properly interpreted, confers that right and its requirements are met.
England and Wales — Does the 1943 Act always require full repayment regardless of performance expenses? No. The court may allow retention or recovery for pre-discharge expenses within the statutory limits if just.
England and Wales — Can a claimant recover both the full expected benefit and the same wasted expenditure as separate cumulative losses? No. The assessment must avoid compensating the same loss twice.
England and Wales — What extra care is generally required for an unusually onerous standard term? If the other party does not actually know the term, it must be fairly and reasonably brought to their attention, individually or as part of the standard terms. What is sufficient depends on the transaction and the parties.
England and Wales — Does a hyperlink automatically prove that every linked term was incorporated? No. The layout, accessibility, signposting and opportunity to review the terms must be assessed in context.
England and Wales — Does calling a sales term a warranty conclusively settle its legal classification? No. Under Sale of Goods Act section 11, construction determines whether it is a condition or warranty.
England and Wales — What restitutionary power does section 3 of the Minors' Contracts Act 1987 give the court? Where minority makes the contract unenforceable or repudiable, it may order transfer of acquired property or its substitute if just and equitable.
England and Wales — What distinguishes a contractual term from a pre-contractual representation? A term forms part of the promised contractual performance; a representation may induce the contract without itself being a promise.
England and Wales — Why did Co-operative Insurance v Argyll refuse to require a supermarket to keep trading? Compelling an ongoing business raised enforcement, uncertainty and oppression concerns. The House of Lords restored damages as the appropriate remedy on the facts.
England and Wales — Does preparatory work necessarily communicate acceptance? No. Work may be done in anticipation of an agreement, so the conduct and surrounding communications must be considered together.
England and Wales — For section 2 of the 1999 Act, when is a posted third-party assent communicated? When the promisor receives it; posting alone is insufficient for this statutory purpose.
England and Wales — What does section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 generally require for a land-sale contract? Writing incorporating all expressly agreed terms, signed by or for each party, subject to the section's exceptions.
England and Wales — What distinguishes an offer from an invitation to treat? An offer shows willingness to be bound on acceptance; an invitation to treat invites offers or further negotiation without that immediate commitment.
England and Wales — Must consideration be economically equivalent to the promise it supports? No. It must be legally sufficient, but the court does not ordinarily require equal economic value. Chappell v Nestlé illustrates that requested items can count despite having little intrinsic value.
England and Wales — Does section 2(1) apply to every inaccurate statement by anyone connected with a transaction? No. It addresses misrepresentation by another contracting party causing qualifying loss, and remains subject to the Act's scope and consumer-redress exclusions.
England and Wales — What does the CRA require of written consumer terms and notices as a matter of transparency? They must use plain, intelligible language and be legible. Transparency is not, by itself, proof of fairness; prominence is also required for the limited section 64 exemption.
England and Wales — Under the Consumer Contracts Regulations 2013, is there a general change-of-mind right to cancel every consumer purchase? No. The statutory cancellation regime principally concerns qualifying distance and off-premises contracts, with exclusions. It is distinct from remedies for faulty goods and does not create a general shop-purchase cooling-off period.
England and Wales — What does rectification seek to correct? A document that fails to record the parties' relevant agreement or continuing common intention; it is not a general power to improve an unfair bargain.
England and Wales — Is formation judged by a party's secret intention or by objectively communicated words and conduct? By the words and conduct communicated in their context, assessed objectively; an undisclosed reservation normally does not control.
England and Wales — Can the social setting and a joking tone matter even when a promise mentions a large sum? Yes. They can show that a reasonable participant would not understand a serious contractual commitment.
England and Wales — Under Consumer Rights Act 2015 section 11, does matching a sample excuse goods that fail to match their description? No. Goods supplied by description must match it. Where supply is by both sample and description, satisfying the sample alone is insufficient.
England and Wales — What did Great Asia v Orion decide about the relevant Saleform 2012 compensation clause? It covered the buyers' loss of bargain after cancellation for the sellers' relevant negligent default, although the breach was not repudiatory.
England and Wales — Does every delay frustrate a contract? No. Its nature and likely duration must be assessed against the contract's purpose, terms and remaining obligations.
England and Wales — Under the Great Peace approach, must both parties share the relevant assumption? Yes. Common mistake concerns a shared assumption, with further requirements including absence of allocated warranty and a sufficiently fundamental failure.
England and Wales — What distinguishes fraudulent misrepresentation from a merely careless false statement? Fraud involves knowing falsity, lack of honest belief or recklessness as to truth, rather than negligence alone.
England and Wales — For an applicable non-consumer misrepresentation exclusion, who must establish statutory reasonableness? The party seeking to rely on the exclusion or restriction.
England and Wales — What is a bilateral contract? A contract formed through an exchange of promises, with each side undertaking an obligation.
England and Wales — Can a court simply invent a bargain because the parties wanted some agreement? No. It may interpret or properly imply terms, but cannot supply an agreement that the parties did not make.
England and Wales — Can a qualifying third party use a contractual exclusion or limitation under the 1999 Act? Yes. The Act expressly permits enforcement in the sense of relying on a qualifying exclusion or limitation.
England and Wales — What is the central requirement of inducement for misrepresentation? The false representation must have influenced entry into the contract; falsity without relevant reliance is insufficient.
England and Wales — Does a bank being put on inquiry establish that undue influence actually occurred? No. It triggers protective inquiry requirements; actual undue influence and the lender's position still need separate analysis.
England and Wales — Under Consumer Rights Act 2015 section 2, who is a consumer? An individual acting for purposes wholly or mainly outside their trade, business, craft or profession. A trader asserting that the individual was acting mainly for business purposes bears the burden of proving that.
England and Wales — What is anticipatory repudiation? A sufficiently clear renunciation of contractual obligations before performance is due, which may permit an immediate election to terminate and claim damages.
England and Wales — Can an implied term in fact contradict an express term? No. Implication supplements the agreement; it cannot override its express allocation of rights and risks.
England and Wales — Does a third party's statutory right remove the promisee's own right to enforce the contract? No. Section 4 preserves the promisee's enforcement rights.
England and Wales — What are the usual building blocks of a simple contract? Agreement, intention to create legal relations, consideration and sufficiently certain terms; capacity, legality and any required formalities also matter.
England and Wales — What are the two main gateways to third-party enforcement under section 1 of the 1999 Act? The contract expressly permits enforcement, or a term purports to benefit the third party. The benefit gateway is subject to contrary intention; both gateways remain subject to the Act's other requirements.
England and Wales — For an available-market commercial sale, what is section 50's prima facie measure for wrongful non-acceptance? The contract-price/market-price difference when acceptance should have occurred, with the statutory rules applied to the facts.
England and Wales — Is termination for breach the same as rescission for a defect in consent? No. Termination ordinarily releases future performance; rescission seeks to unwind a voidable transaction, subject to its own requirements.
England and Wales — Can a consumer service term exclude the trader's duty to exercise reasonable care and skill? No. CRA section 57 bars exclusion of section 49 liability. Restrictions also cannot prevent recovery of the price in an appropriate case, and otherwise remain subject to unfair-terms control.
England and Wales — Can the same statement be both a contractual term and a misrepresentation? Yes. Becoming a term does not by itself remove the potential misrepresentation remedy.
England and Wales — For CRA repair, replacement and final remedies, what does the six-month presumption establish? Nonconformity appearing within six months of delivery is presumed to have existed on delivery, unless disproved or incompatible with the goods or fault. This presumption does not govern the short-term right to reject.
England and Wales — What is the starting treatment of pre-discharge payments under the Law Reform (Frustrated Contracts) Act 1943? Money paid is recoverable and money previously payable ceases to be payable, subject to the Act's adjustments and exclusions.
England and Wales — When can an earlier requested act support a later promise under the Pao On principle? The act was requested by the promisor, both understood that remuneration or another benefit would follow, and that benefit would have been legally enforceable if promised in advance. Timing alone is not decisive.
England and Wales — What does an order for specific performance require? Performance of the contractual obligation itself, rather than merely payment of compensation. It is an equitable, discretionary remedy, commonly considered where damages would not adequately protect the promised interest.
England and Wales — Under Limitation Act 1980 section 5, what is the ordinary time limit for an action founded on simple contract? Six years from accrual of the cause of action, subject to applicable exceptions and other statutory rules. It is not ordinarily six years from discovery of the breach.
England and Wales — What three broad considerations guide the Patel v Mirza illegality analysis? The purpose of the prohibition, other relevant public policies, and whether denying the claim would be a proportionate response.
England and Wales — What is the ordinary age of majority under the Family Law Reform Act 1969? Eighteen, subject to particular statutory contexts and exceptions.
England and Wales — What key limits did Tillman apply to severing an offending part of an employment restraint? Removal must work without adding or changing words, leave consideration, and not cause a major change in the overall effect of the post-employment restraints.
England and Wales — When is the parties' knowledge ordinarily assessed for contractual remoteness? At contract formation, when the relevant risk was undertaken, rather than only after breach.
England and Wales — What is the basic purpose of a liquidated damages clause? To agree in advance a monetary remedy for a specified breach, reducing uncertainty and the need to prove the amount of actual loss. Its enforceability remains subject to the penalty rule and applicable statutes.
England and Wales — Does providing a benefit always entitle its provider to reasonable payment despite an agreed payment condition? No. A restitutionary or implied-payment claim cannot simply circumvent the express allocation of payment risk, as Barton v Morris illustrates.
England and Wales — What did Williams v Roffey recognise about a promise to pay more for existing contractual performance? A practical benefit to the promisor may support the extra-payment promise in the relevant circumstances; economic duress and fraud remain important limits.
England and Wales — Under Mental Capacity Act 2005 section 7, what is payable for necessary goods or services supplied to a person lacking contracting capacity? A reasonable price for goods or services suitable to that person's circumstances and actual requirements when supplied.
England and Wales — For business liability within UCTA section 2, how do exclusions of negligence liability differ for personal injury and other loss? Death or personal injury liability cannot be excluded or restricted. Exclusion or restriction of other negligence loss is effective only so far as it satisfies the reasonableness requirement.
England and Wales — How does section 3 of the Sale of Goods Act define necessaries? Goods suitable to the person's circumstances and actual requirements at the time of sale and delivery.
England and Wales — Can the contracting parties always remove a third-party right without that party's consent? No. Section 2 protects certain assented-to or relied-on rights, subject to express contractual provisions and the Act's dispensing powers.
England and Wales — Can an ordinary bilateral offer be revoked before effective acceptance if no binding option prevents withdrawal? Yes, but withdrawal must be communicated. Reliable knowledge of conduct inconsistent with the offer can suffice, as Dickinson v Dodds illustrates; a secret change of mind does not.
England and Wales — What is the consequence of failing the electronic-order payment acknowledgement requirements in regulation 14? The consumer is not bound by the contract or order. A payment order must explicitly acknowledge the obligation, and any ordering button must unambiguously communicate that payment is required.
England and Wales — What determines the performance each contracting party owes? The contract properly interpreted, including applicable implied terms; performance is assessed against those obligations, not a later preferred bargain.
England and Wales — Is specific performance automatic whenever a contract has been breached? No. The court considers equitable principles and the circumstances, including whether damages are adequate and whether the order would be workable or oppressive.
England and Wales — For a non-commercial relationship, when does Waller-Edwards put a lender on inquiry in a hybrid joint-loan transaction? Where the apparent surety element for the other's debts is more than trivial; the lender cannot simply treat overall joint benefit as conclusive.
England and Wales — Does using an express termination right automatically create a right to damages for the remaining bargain? No. The damages entitlement depends on the contract and applicable law; cancellation alone is not enough.
England and Wales — Under CRA section 46, when does digital content damaging the consumer's own device create a statutory repair-or-compensation right? When content supplied under a trader-consumer contract causes damage that reasonable care and skill by the trader would have prevented. The trader must repair the damage as required or pay appropriate compensation.
England and Wales — What must be checked before an exclusion clause can defeat an otherwise valid claim? Its incorporation, its proper meaning and coverage, and any applicable statutory or other validity controls.
England and Wales — Is a rise in expense or difficulty alone normally enough for frustration? No. Mere onerousness, expense or delay does not by itself meet the radical-change threshold.
England and Wales — Under CRA section 23, what limits apply to a consumer's choice between repair and replacement? The chosen remedy cannot be impossible or disproportionate compared with the other. The trader must provide it at its own necessary cost, within a reasonable time and without significant inconvenience.
England and Wales — Can parties abandon a subject-to-contract condition by their conduct? Yes, if their conduct objectively establishes that they have waived it and reached binding agreement; this is not presumed merely because work starts.
England and Wales — Can an excessive restraint always be rewritten by a court to make it reasonable? No. Severance is limited; the court cannot simply rewrite the parties' restriction into a better one.
England and Wales — Does an individual's deed always need a seal? No. The 1989 Act abolished that requirement for ordinary individual deeds; the applicable signing, attestation and delivery requirements remain.
England and Wales — When may section 2(2) permit damages instead of rescission for misrepresentation? For a non-fraudulent misrepresentation where rescission is otherwise available, the court or arbitrator may keep the contract alive and award damages if equitable.
England and Wales — Can a trader's consumer goods contract exclude liability for satisfactory quality, fitness for purpose or description? No. CRA section 31 makes such exclusions or restrictions non-binding on the consumer, including restrictive conditions on the associated rights and remedies.
England and Wales — Must a claimant take every conceivable step, however risky or disproportionate, to mitigate? No. The standard is reasonableness in the circumstances, not perfect hindsight.
England and Wales — What is the usual starting point in a battle of standard forms? Apply ordinary offer-and-acceptance analysis to the documents and conduct, rather than assuming one party's standard terms automatically prevail.
England and Wales — Did Rock Advertising overrule Foakes v Beer? No. The Supreme Court decided the appeal on the written-variation clause and expressly left the consideration issue unresolved.
England and Wales — What does accepting a repudiatory breach generally do? It terminates future primary performance obligations while preserving accrued rights and a claim for qualifying damages.
England and Wales — For digital content covered by CRA Chapter 3, what three main standards parallel the goods standards? Satisfactory quality, conformity to description and fitness for a particular purpose made known before contracting, subject to the statutory conditions, including the reliance qualification for particular purpose.
England and Wales — What does business necessity mean for implying a term in fact? The proposed term must be needed for the contract's commercial or practical coherence, not merely improve it.
England and Wales — Under UCTA section 11, when is the reasonableness of a contractual term assessed and who must establish it? At contract formation, considering circumstances known, or reasonably contemplated, by the parties then. The party claiming that the term meets the requirement bears the burden.
England and Wales — Why must risk allocation be checked before applying common mistake? The contract may allocate the risk of the assumed fact being false; the doctrine cannot simply displace that allocation.
England and Wales — Does mitigation create a freestanding damages claim against the injured party for failing to reduce its own loss? No. Its ordinary effect is to limit the injured party's recovery.
England and Wales — Why did the ParkingEye charge survive the penalty challenge in Cavendish/ParkingEye? Parking management and space availability served legitimate interests beyond recovering loss from the individual overstay. The charge was not disproportionate in that setting; the decision does not validate every parking charge.
England and Wales — When may a consumer with CRA rights move to a price reduction or final rejection of faulty goods? If goods remain nonconforming after one repair or replacement; neither remedy can be required; or the trader fails to repair or replace within a reasonable time and without significant inconvenience. The consumer cannot take both remedies.
England and Wales — After Great Asia v Orion, is a repudiatory breach invariably required for agreed compensation to include termination-related loss of bargain? No. The parties may agree compensation covering that loss for non-repudiatory breach; the clause's proper construction governs.
England and Wales — Does an omitted detail always make an agreement unenforceably uncertain? No. The question is whether the agreement has sufficient ascertainable content, including terms properly established by interpretation or implication.
England and Wales — What are three regulation 28 examples of contracts excluded from the ordinary cancellation regime? Clearly personalised goods, goods liable to expire rapidly, and accommodation or leisure services booked for a specified date or period. Other exclusions exist; exclusion from cancellation does not remove applicable quality or breach remedies.
England and Wales — When is the cancellation right lost for digital content supplied without a tangible medium under regulation 37? When supply begins during the cancellation period after the consumer's express consent and acknowledgement that cancellation will be lost. The rules also protect the consumer against charges where required consent, acknowledgement or confirmation is missing.
England and Wales — What happened to the introducer's fee claim in Barton v Morris when the agreed sale-price condition was not met? The majority rejected payment on the contract's terms and rejected using an implied term or unjust enrichment to override that allocation.
England and Wales — Does The Achilleas make bare foreseeability the only remoteness question in every contract? No. The contractual context and responsibility assumed can affect liability; its reasoning must not be reduced to a universal foreseeability shortcut.
England and Wales — Does proof of breach alone establish every claimed loss as recoverable? No. Causation, remoteness, mitigation and any effective contractual limits must still be addressed.
England and Wales — For a non-consumer sale, what power does Sale of Goods Act 1979 section 52 give over specific or ascertained goods? The court may order specific performance of delivery, on appropriate terms, instead of allowing the seller to retain the goods by paying damages. The power is discretionary.
England and Wales — Under Rock Advertising, is the informal variation promise alone enough to establish an estoppel against a no-oral-modification clause? No. At least unequivocal words or conduct indicating validity despite informality, and something beyond the informal promise itself, are required.
England and Wales — Does commercial common sense allow a court to replace clear wording with a better bargain? No. It informs interpretation but does not license rewriting an imprudent agreement.
England and Wales — How may the 1943 Act address a valuable non-money benefit obtained before frustration? It permits a just sum, capped by the benefit's value to the recipient, taking relevant expenses and the frustrating event's effect into account.
England and Wales — What determines termination rights for breach of an innominate term? The seriousness of the consequences: whether the breach deprives the innocent party of substantially the whole contractual benefit.
England and Wales — For common-mistake rectification without a prior binding agreement, is one party's uncommunicated intention enough? No. FSHC requires a continuing common intention, outwardly expressed in accord, which the document mistakenly fails to record.
England and Wales — What is the usual contractual status of an agreement induced by actionable misrepresentation? Voidable, rather than automatically void: the victim may have a right to rescind, subject to applicable bars and rules.
England and Wales — Does the last set of terms sent necessarily win a battle of forms? No. Those terms must be accepted by words or conduct, and the whole dealing may show a different agreement.
England and Wales — Is there a universal rule that an email acceptance takes effect only when personally read? No. Timing depends on context, including the parties' intentions, business practice and allocation of communication risk; actual reading is not invariably required.
England and Wales — Can a relationship of trust plus a transaction calling for explanation support an inference of undue influence? Yes. That combination can place an evidential burden on the benefiting party to explain the transaction; it is not an automatic rule that all gifts are invalid.
England and Wales — What is the CRA section 62 test of unfairness in a consumer contract term? A term is unfair when, contrary to good faith, it produces a significant imbalance in contractual rights and obligations to the consumer's detriment, assessed in its contractual setting and the circumstances when agreed.
England and Wales — Does the 1999 Act abolish third-party rights available through other legal routes? No. Section 7 preserves rights and remedies existing apart from the Act; the Act also contains specific exclusions.
England and Wales — Is every non-financial loss automatically excluded from contract damages? No. Recognised cases may compensate lost enjoyment or amenity where the contractual interest supports it; ordinary disappointment alone is insufficient.
England and Wales — Why does the purpose of the broken prohibition matter to illegality? The court asks whether refusing the particular civil claim would advance that purpose rather than undermine it.
England and Wales — When does UCTA section 3 control a business party's attempt to exclude liability for breach? Where the other party deals on that party's written standard terms, subject to UCTA's scope and exceptions. Excluding breach liability, or reserving substantially different or no performance, requires reasonableness.
England and Wales — Is a term implied in fact merely because it seems fair? No. Fairness or reasonableness alone is insufficient; the stringent necessity or obviousness requirements must be met.
England and Wales — What is the usual execution route for an individual personally signing a deed under section 1(3) of the 1989 Act? The individual signs in the presence of an attesting witness, and the instrument is delivered as a deed.
England and Wales — What is the Cavendish test for a contractual penalty? A secondary obligation is penal if the detriment imposed for breach is out of all proportion to the innocent party's legitimate interest in securing performance. Punishment alone is not a legitimate interest.
England and Wales — Is a post-employment restraint automatically valid because the employee signed it? No. It must protect a legitimate interest and be reasonable in scope, with public-policy controls applied.
England and Wales — What must a minor pay for necessaries sold and delivered under Sale of Goods Act 1979 section 3? A reasonable price, rather than necessarily the seller's stated contract price.
England and Wales — How must an enforcing third party be identified under the 1999 Act? Expressly by name, as a class member or by a particular description; they need not exist when the contract is made.
England and Wales — For a land contract within the 1989 Act, must every term be written out in the signed document itself? No. Terms may be incorporated by reference; where contracts are exchanged, each document must incorporate all expressly agreed terms.
England and Wales — Must every ordinary commercial contract be written and signed? No. Many can be oral or made by conduct, although statute or an agreed condition may require a particular form.
England and Wales — For a commercial goods sale with an available market, what is section 51's prima facie measure for wrongful non-delivery? The difference between the contract price and market price when delivery should have occurred, subject to the applicable legal framework.
England and Wales — What is the postal rule's basic effect where it applies? A properly posted acceptance can take effect on posting rather than receipt. It is an exception, not a rule for every communication method.
England and Wales — Does calling a clause 'liquidated damages' prevent a penalty challenge? No. The court examines its substance and operation, including the legitimate interest protected and whether the detriment is disproportionate.
England and Wales — Does every breach of an innominate term justify termination? No. Lesser breaches ordinarily yield damages without a common-law termination right.
England and Wales — What does mitigation require of a claimant seeking damages? Reasonable steps to avoid or reduce loss caused by breach; avoidable loss is not recoverable merely because breach occurred.
England and Wales — Can breach support nominal damages where compensable loss is not established? Yes. A breach can be recognised without proof of substantial recoverable loss.
England and Wales — What is affirmation after a repudiatory breach? An election to continue the contract rather than terminate for that breach; it does not necessarily surrender a damages claim.
England and Wales — Under Sale of Goods Act section 31, must a buyer accept instalment deliveries without agreement? No. The default is that the buyer is not obliged to accept instalments; consumer goods contracts have their separate CRA regime.
England and Wales — What is the core threshold for frustration? A supervening event, without either party's fault, must make the contractual obligation impossible, unlawful or radically different. Foreseeability and contractual risk allocation matter; unexpected expense alone is insufficient.
England and Wales — Does suspicion that a statement may be false necessarily defeat a fraud-based rescission claim? No. Hayward v Zurich shows that suspicion does not necessarily eliminate inducement; the actual causal effect must be examined.
England and Wales — What did Parker-Grennan v Camelot confirm about ordinary incorporation principles online? They still apply: the question is whether the trader took reasonably sufficient steps to give notice of the relevant terms.
England and Wales — Does completion of a contract automatically bar rescission for innocent misrepresentation? No. Section 1 removes performance alone as that bar, although other bars and remedial requirements may still apply.
England and Wales — Must damages always ignore events known after the date of breach? No. Bunge v Nidera confirms that the compensatory principle can require later-known events to be considered in the appropriate assessment.
England and Wales — Must every enforceable breach payment be a genuine estimate of financial loss? No. An interest beyond compensation can justify a clause. But compensation will usually be the relevant interest for a straightforward damages clause.
England and Wales — What must a trader provide before a consumer is bound by a qualifying distance contract under regulation 13? The prescribed Schedule 2 information, clearly and comprehensibly through an appropriate medium; and the model cancellation form where a right to cancel exists. The precise required information depends on the transaction.
England and Wales — What performance standard does CRA section 49 require for a trader's service to a consumer? Reasonable care and skill. This is not, by itself, a guarantee of every desired result; an express promise or another applicable rule may impose a stricter obligation.
England and Wales — How does a consumer exercise a cancellation right under regulation 32? Inform the trader using the model form or another clear cancellation statement. Sending the communication before the period expires is sufficient; the consumer must prove timely cancellation if disputed.
England and Wales — Are negotiating damages available merely because financial loss is hard to calculate? No. Morris-Garner limits them to appropriate loss of a valuable right, not a general substitute whenever ordinary proof is difficult.
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Sources and license
Original Repeto study-card text. Educational diagrams and museum images retain the source, creator and license attribution recorded on each card and in the documented source manifest.