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Law Notes Contract Law Notes

Breach Of Contract Pq Notes Notes

Updated Breach Of Contract Pq Notes Notes

Contract Law Notes

Contract Law

Approximately 1511 pages

From the AuthorContract law notes fully updated for recent exams at Oxford and Cambridge. These notes cover all the LLB contract law cases and so are perfect for anyone doing an LLB in the UK or a great supplement for those doing LLBs abroad, whether that be in Ireland, Hong Kong or Malaysia (University of London).

These were the best Contract Law notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LLB samples from outstanding law students ...

The following is a more accessible plain text extract of the PDF sample above, taken from our Contract Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Breach of Contract


If contract is breached, innocent party has right to claim damages. In certain circumstances, she will also have option of electing to terminate contract. Not every breach terminates contract.

Termination of contract is prospective, rescission is retrospective ab initio.

What is a breach?

Entire obligations

Re Hall & Barker: “If a shoemaker agrees to make a pair of shoes, he cannot offer you one shoe and ask you to pay half the price”.

Cutter v Powell (same principle): A contract of hire of a second mate for a voyage from Jamaica to Liverpool disclosed an entire obligation; performance of the obligation in full was a condition precedent to the obligation to pay the money. Accordingly, when the second mate died before the ship had reached Liverpool, his widow could not sue for wages because payment required completion of the trip.

Sumpter v Hedges (same principle): A contract between a builder and a landowner for the construction of two houses disclosed an entire obligation to build the two houses. When the builder abandoned the job midway, the landowner was not liable to pay the price, because this obligation only arose on completion of the work.

Exception: doctrine of “substantial performance”

When an obligation has been substantially performed, recipient cannot withhold performance. Whether the obligation has been substantially performed is a matter of degree. The question is if A’s degree of inadequate performance has deprived B of substantially the whole of the benefit for which B’s duty to pay is dependent.

Dakin v Lee: Builder did all the work but there were some minor discrepancies between what had been contracted and the result of C’s work. Held: this is not a case where the builder’s work was not of no benefit to payer, it was entirely different from contractual stipulations, or builder had not abandoned the work. Obligation had been substantially performed.

Cf Bolton v Mahadeva. Facts: C agreed to fit heating and hot-water system. After work was done, heating system produced 10 per cent less warmth than stipulated and emitted fumes. Costs of remedying defects were a third of contract price. Held: no substantial performance, work was not merely ‘shoddy’ but had failed to achieve primary purpose.

For non-consumer contract, see s 30(2A), SOGA 1979: “A buyer… may not – (a) where the seller delivers a quantity of goods less than he contracted to sell, reject the goods under subsection (1) above… if the shortfall… is so slight that it would be unreasonable for him to do so.”

PQ examples:

  1. Substantial performance satisfied: A contracts to pay B to move 100 boxes. B does but some boxes are scratched.

  2. Not satisfied: same facts, but B only moves 95 boxes instead of 100.

Acceptance of partial performance

“There are cases in which, though the plaintiff has abandoned the performance of a contract, it is possible for him to raise the inference of a new contract to pay for the work…from the defendant’s having taken the benefit of that work, but, in order that that may be done, the circumstances must be such as to give an option to the defendant to take or not to take the benefit of the work done”: Sumpter v Hedges.

In Munroe v Butt, the following example was discussed: If the contract is to do building work on land, if the works are not completed, it is hard to see how the recipient has a genuine choice to accept or not accept the benefit of what has been completed. It may be essential for the recipient to live in the building, but that is no indicator of acceptance of partial performance:

What gives rise to right to terminate?

(A) Breach of condition/serious breach of an innominate term = right to terminate contract

Per Hong Kong Fir Shipping v Kisen Kaisha:

  1. Legal effect of breach of condition right to terminate and claim damages

  2. Legal effect of breach of warranty no right to terminate but right to claim damages

  3. Legal effect of serious breach of innominate term, defined as one which ‘will deprive the party not in fault of substantially the whole benefit which it was intended he should obtain’ (Hong Kong Fir Shipping v Kisen Kaisha) right to terminate and claim damages (if not serious, only right to claim damages)

Condition or innominate term?

The Seaflower: a term of a contract will be held to be a condition if:

  1. It is provided by statute

  2. It is provided by previous authority

  3. It is provided expressly in the contract

  4. It is provided by necessary implication that the parties must have intended for the term to be a condition (considering the nature of the contract or the subject-matter or the circumstances of the case)

Otherwise a term of a contract will be considered to be an intermediate term

(i) Statute:

SoGA 1979: Certain terms that are implied into contracts for the sale of goods by the SoGA 1979 (now confined to non-consumer sales) are designated as conditions in the statute itself: e.g.:

  • Term that the seller has the right to sell the goods (s 12 (1)) designated as a condition in s 12 (5A)

  • Term that goods sold by description conform to their description (s 13 (1)) designated as a condition in s 13 (1A)

  • Terms that the goods are of satisfactory quality (s 14 (2)) and are reasonably fit for the buyer’s purpose under s 14 (3)), designated as conditions in s 14 (6)

  • Term that the goods sold by sample will correspond with the sample (s 15 (2)), designated as a condition in s 15 (3).

An example of the condition that goods sold by description must conform to their description (equivalent statutory provision is s 13(1) SoGa 1979): Arcos v E A Ronaasen & Son: A contract for the sale of timber planks stipulated that the planks were to be inch thick. In breach, the planks supplied were 9/16 inch thick. The buyer was entitled to terminate the contract and reject the planks, even though the planks were perfectly fine for his purpose of making cement barrels, because the SoGA designates...

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