ELEMENTS OF LAW OF CONTRACT - SUMMARY OF CASES

GENERAL CASES – LAW OF CONTRACT

Unilateral/Enforceable Offers
1) Carlill v Carbolic Smoke Ball Co. (1893)
2) Williams v Cardawardine (1833); Her motive (fear of death) was not material because she has acted on the offer.
3) Gibbons v Proctor (1891): Police constable £25 reward. Knowledge of the reward would generally not necessary in reward type case
4) R v Clarke (1927): Clarke information after his arrest on those who murdered two police. Attempt to claim the reward failed because had not acted in good faith, or in reliance upon the offer, his only intention was to save himself.
5) Storer v Manchester City Council (1974) All elements of the contract has been agreed.
6) Gibson v Manchester City Council (1979): An offer not capable of being accepted
7) Scammel v Ouston (1941) and Hillas v Arcos 1932: Terms of the agreement are vague. No contract
8) Partridge v Crittenden (1968): advertisements are invitation to threat..
9) Manchester Diocesan Council for Education v Commercial and General Investments (1970): Mode of communication.
Revocation of offers
10) Byrne v Van Tienhoven (1880), Henthorn v Fraser (1892); revocation of an offer must be communicated to be effective
11) Shuey v USA (1875): revocation of an offer in a newspaper advert must reach substantially the same audience as the offer.
Existing consideration
12) Stilk v Myrick (1809): The remaining crew men have not done extra work. Public policy. To receive extra amount there must be consideration.
13) Selectmove Ltd (1995) – the promise to pay an existing tax debt was not considered a good consideration.
Lack of consideration
14) Foakes v Beer (1884): The promise was unenforceable. A promise not to take any proceedings on a debt judgement. The debtor had only done what he is legally bound to do.
Promise under Seal
15) Pinnel’s (1602) a promise to accept less under seal even where no consideration is provided was considered enforceable.
Past consideration
16) Roscorla v Thomas (1842), Re McArdle (1951), Pao On v Lau Yiu Long (1980): Problems with consideration – offer to make payment after the arrangement has commenced:
Promissory Estoppels
17) Williams v Roffey Bros & Nicholls (1991): Block of flats renovations. Completion of work was considered as consideration for the additional payment.
18) Central London Property Trust Ltd v High Street House Ltd (1947). Equitable to revert to old rent at the end of the war.
Domestic agreement
19) Balfour v Balfour (1919): It was held that promise to pay £30 a month was a domestic agreement between husband and wife and not an enforceable contract.
20) Jones v Padavatton (1969); the attempt by a daughter to use the promise that the rent from the house would be used to finance her education to prevent her mother to claiming possession of a house. The agreement was held as not legally binding
21) Coward v MIB (1962): Both Coward, who was passenger on Cole motorbike were killed and the wife tried to claim insurance damages. It was held that the agreement was not intended to be legally binding.
Signed contract
22) L’Estrange v Graucob (1934): Cigarette vending machine case. Conditions of a signed contract are binding even if not read.
23) Edmonds v Lawson (2000): A pupil barrister (12 month pupilage contract constitute a contract of employment so that she was a worker within the meaning of National Minimum Wage Act 1998. CA held there was a binding contract but she did not qualify as a worker under the provision of the Act.
RECENT CASES
24) Northstar Land Ltd v Brooks (2006) ECWA Civ 756 - The land sale case. There was no unequivocal an unambiguous representation that was intended to affect the relation between the parties such that promissory estoppel arose.
25) Apple Corps Limited v Apple Computer Inc (2004) EWHC 768: Trade mark contract. In principle it was possible for a contract to be simultaneously (over telephone) formed in two or more places.
26) Debenhans Retail Plc v Custom and Excise Commissioners (2004) EWHC 1570: Failed attempt to create two contracts with a single consideration. Contract could not be made by assertion,
27) South Caribbean Trading Ltd (SCT) v Trafigura Beeter BV (2004) EWHC 2676 Colman J doubted the correctness of decision in Williams v Roffrey Bros (1991) – He noted that the decision was inconsistent with the long standing tradition that consideration must move from the promisee. The reasoning in a tripartite agreement was used in a to a bipartite agreement.
28) West Bromwish Albion Football Club Ltd v El-Safty (2006) – CA declined to find any express contract between WBA and orthopaedic surgeon (E) regarding the medical treatment of one of WBA’s player (A).
29) Sadler v Reynolds (2005) It was held that the onus was on the claimant to establish an intention to create a legal relationship when agreement was reached to ghost write a book but the onus was no as heavy as in purely social relationship. (Sadler 2005).

Misrepresentation
30) Spice Girls Ltd v Aprila World Service BV (2002): The judge found evidence that the group knew that a member of the group (Spice Girls) had indicated willingness to leave and failed to inform when contract was being signed.
31) Smith v Hughes (1871): Old oak and new oak case. Operative mistake has the effect of vitiating a contract: The direction from the judge to the jury on new and the old oats case. The buyer relied on his judgement and did not make the age of the oak part of the contract. A party will not be easily relieved of a bad bargin.
32) Smith v Land House Corporation (1884): Desirable tenant was a misrepresentation, whereas he was in arrears, was held as containing an implied assertion, since he was aware of the fact.
33) Bisset v Wilkonson (1927): A statement by a seller that a piece of land could hold about 400 sheep was held an honest believe since he has never used the farm for ship. Honest belief.
Mistake
34) Dennant v Skinner (1948): The identity must be material to the formation of the contract
35) Bell v Lever Bros (1932): Bell subsidiary Chairman/Vice Chairman termination contract. They actually made a lot of money for the company during the period.
36) Sole v Butcher (1950): Rent at £250 but only (£140 allowed by rent law). Common law mistakes, contract cannot hold.
37) Associated Japanese Bank v Credit du Nord (1989) – The guarantee in respect of non-existence four machines leased to Mr Benett. It was held that non-existence of the main contract rendered the accessory contract void ‘ab inito’.
38) Galloway v Galloway (1914): Divorce settlement under the assumption that the parties were married was unenforceable. This was because the man wife who was thought to be dead was still alive.
39) The Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd (2002) – Rescue ship contract - The two ships were 410 miles apart, but thought to be 35 miles. The CA held that the mistake was not fundamental, the contract could still be performed and the difference could be covered in 22 hours.
40) Shogun Finance Ltd v Hudson (2005) HL (3:2); Contract with rogue who stole identity. The real owner was not liable. There was no contract between valid contract between the rogue and the finance company.
41) Halpen v Halpern (2006) – A mistake in Jewish law was found to be capable of being that that would avoid a contract. (Halpen 2006)
42) Kyle Bay Ltd (t/a/ Aston Night Club) v Underwriters (2006) Where one party made mistake, did not communicate the mistake to the other party, there was no common intention for reactivation, the mistake had not made the performance of the contract impossible, or radically different, rectification by the mistaken party was denied. (Kyle Bay 2006)
43) George Wimpey UK Ltd v VI Components Ltd (2005) Sale of land based on a complex formular. The court ruled that the mistake was not VICs who had no experience but corporate neglect by Wimpey for which VIC bore no legal responsibility and it was not inequitable to allow VIC to resist the claim of rectification. (George Wimpex 2005)
44) Brennan v Bolt Burdon (2004) CA held that the contractual promise of a legal claim could be void as a result of common mistake of law.. where there was a doubt as to the law concerned, there was no doubt as to the law sufficient to render the contract void. (Brennan 2004)
45) GMAC Commercial Credit Development Ltd v Sandhu (2004): The court held that a written guarantee rendered meaningless by a mistake could be rectified. (GMAC 2004)
FRUSTRATION
46) Taylor v Caldwell (1863) - Destruction of the subject matter. The contract for the hire of a Hall for series of music concert and the destruction of the hall by fire. The contract was discharge by frustration and it was subject to an implied condition that the party would be excused if the subject matter was destroyed.
47) Herne Bay Steam Boat Co v Hutton (1903): boat hired to tour the fleet and watch the King’s review was held not to be frustrated when the review was cancelled due to the King’s illness because the tour was still possible. it was still possible to perform a significant element of the contracts and that they are therefore not frustrated.
48) Contractors Ltd v Fareharm Urban District Council (1956): The contract to build 78 houses in 8 months which extended to 20 months due to shortage of labour. It was held that the contract has not been frustrated but increased expenses.
49) Davs Contractors Ltd v Fureham Urban District Council and National Carriers Ltd v Panalpina (Northern) Ltd [1981] – In certain situations, where there is a change in circumstance (not attributable to the fault of either party) which make performance of contract from original intention impossible, justice requires that the court should treat the contract as having come to an end. That does not however mean that the party original agreement will be ignored. It is possible for the parties to make provisions for this through ‘force majeure’ which the court will give effect to.
Illegality
50) Re Mahmoud and Ispahani (1921): Held that since the defendant has no licence to purchase or sell linseed oil, the contract with the plaintiff who had a licence to was illegal and unenforceable. in other cases, courts have not allowed the contract to be enforced
51) Archbolds (Freightage) v Spanglett; Held that the contract was not prohibited expressly or implied by statute, and therefore cannot be illegal at its inception. Since the plaintiff were unaware of the true facts and were innocent parties, they could recover damages for breach of contract. Van with C licence carrying v whisky which ended up being stolen due to negligence.
RECENT CASES
52) Conlon v Simms (2006): The court found that where there was a duty to disclose, as between prospective partner, and failure to disclose was fraudulent misrepresentation and damages would be available (Conlon 2006).
53) Six Continents Hotels Inc v Event Hotels GMBH (2006): Exclusion clause that did not cover fraudulent misrepresentation did not fall foul of Misrepresentation Act 1967. (Six Continents Hotels Inc 2006).
54) UCB Corporate Services Ltd v Thomason [2005] EWCA Civ 225: Word ‘loss’ in the subsection included financial loss and was capable of including ‘detriment’. Loss was thus capable, in this instance, of including the lost chance of obtaining more money if the injured party had been told the truth.
55) Forest International Gaskets Limited v Fosters Marketing Limited [2005] EWCA Civ 700: CA felt Royscot v Rogerson (1991) had not been overruled and the difference (£28,500) between a measure of damages based upon negligence and a measure of damages based upon fraud was too small to justify granting permission to appeal the case to the House of Lords on the appropriate measure of damages.
56) National Carriers Ltd v Panalpina (Northern) Ltd (1981): Held that two months interruption due to the closure of the only entrance to a warehouse by the local authority having regard to the period the lease would remain after the interruption ceased compared to the 10 years lease, defendant could not rely on frustration as a defence
57) Tsakiroglou & Co. v Noblee (1962): Held the contract to ship Sudanese groundnut to Hamburg was not frustrated by the closure of the Suez Canal which would result in a longer route at a greater cost.
58) Maritime National Fish v Ocean Trawlers (1935): Held that the contract was not frustrated because the defendants’ own election had prevented this trawler from having a licence to fish. The defendant could only get three licences out of five and elected not to obtain a licence for the trawler hired.
Contracts Made by Minor
59) Proform Sports Management Ltd v Proactive Sport Management Ltd (2001): It was footballer contract (minor) was not binding because it was not analogues to a contract of necessaries or employment contract of general benefits. (Proform Sports Management 2001)
Privity Of Contract
60) Tweddle v Atkinson (1861) - Tweddle and Gay marriage payment contract. At common law the parties to a contract cannot impose a burden on a third party, nor can they confer a benefit on a third party Twedlle v Atkinson (1861). This is unobjectionable. The circumstances in which justice calls for such a result are limited.
61) Radford v DeFroberviller (1977): It should be possible to seek and obtain compensation for genuine loss and not merely using a technical breach to secure uncovenanted profit.
62) Linden Gardens v Lenesta Sludge Disposal (1994) 1 AC 85: A & B contracted that property may at sometime be acquired by C on the footing that B should be able to enforce the contract to its full extent to for the benefit of C. The HL held that the assignment of the benefit of the contract was invalid since it was in breach of a valid prohibition on assignment. As owner of the property it was the assignee who suffered damage as a result of breach of building contract, but technically contractual rights remained with the assignor who no longer owned the property and therefore suffer no loss.
63) Punatown v Alfred McAlpine Construction Ltd (2000): The approach was accepted initially and subsequently limited by House of Lords’ decision in. Following this decision the third party has a remedy of some sort against the promisor, the exception will not apply.
64) Offer-Hoar v Larkstore Ltd [2006] EWCA Civ 1079: Soil test valuation. Where C relied on a report prepared by B for A and suffered loss, C was entitled to recover substantial damages from S as a result of the assignment of the report from A and its ownership of the site. The assignment was a delayed consequence of the earlier sale of the land.
65) Horn Linie GmbH & Co v Panamericana Formas e Impresos SA (The Hornbay) [2006] EWHC 373: the Court expressed some doubts about the application of the decision in The Mahkutai (1996) with regard to a jurisdiction clause.
66) Avraamides v Colwill [2006] EWCA Civ 1533: s.1(3) of the C(RoTP) Act required the contract to expressly identify the third party by name or class and that there had been no such identification here.
67) Laemthong International Lines Company Ltd v Artis and Others, (The Laemthong Glory) (No. 2) [2005] EWCA Civ 519: The Court upheld the finding of Cooke J that the terms of the LOI (between chatterers and receivers) conferred a benefit upon the owners within the meaning of s.1(1)(b) of the 1999 Act. The letters of indemnity had to be considered on their own terms and that] they were not within the examples of the commercial backgrounds provided by the Law Commission in its report.
68) Precis Plc v William M Mercer Ltd [2005] EWCA Civ 114: The attempt of SG and P to later vary their confidentiality agreement to the detriment of WM (who prepared actuarial report with defect) was of no effect because of s.2(1)(a) of the 1999 Act. WM did not owe P a duty in circumstances where there was no pre-existing relationship between these two parties and the report had been drawn up for SG to review its contribution rate.
Terms of Contract/Incorporation of a contract
69) Schuler v Wickman Machine Tool Sales (1974): The term that the agent must visit the major manufacturers certain times in a week. The condition that failure to make some the visit will lead to termination of the contract was considered unfair.
70) Lombard North Central Finance v Butterworth (1987) – CA held that clause 2(a) of a computer lease agreement made prompt payment a condition of the contract so that non-compliance entitles the plaintiff to terminate the contract and recover damages for loss of the transaction even breach itself was not regarded as giving rise to serious consequences.
71) Hong Kong Fir shipping v Kawasaki (1962): CA held that although there was a breach of the charterparty because the ship was unseaworthy, seaworthiness was not a condition entitling the charter to terminate. The day which left 17 months out of 24 months contract was considered not adequate
Incorporation
72) Olley v Marlborough Court Hotel (1949): the CA held that since a contract was made at the reception desk, the notice in the bedroom came too late and were not incorporated
73) Chapleton v Barry UDC (1940); HL held that the ticket was a mere voucher. Only the notice was capable of containing conditions and that made no mention of an exemption. The pile of deck was held to constitute a standing order and a contract was formed when a chair (which eventually gave way and injured the plaintiff) removed from pile.
74) Thorton v Shoe Lane Parking (1971): CA held that the notice came too late since the contract was concluded the moment the car drove up the machine at the defendant’s automatic garage.
75) Parker v South Eastern Rly (1987): CA held that the judge misdirected the jury as he did not ask whether the defendant has taken reasonable steps to give the defendant notice of the condition. Notice at the back of a receipt after payment was considered inadequate.
76) Director-General of Fair trading v First National Bank Plc (2002) HL; UTCCR 1999 ss.4-6, Sch.2) – The HL held that a term of a loan agreement which provided for interest to be paid at the contractual rate on sums owing both and after judgement did not fall within reg. 3(3)(b). It was an incidental term setting out the consequences of default by the borrower
77) Cehave v Bremer HG (The Hansa Nord) 1976): CA held that the term shipment in good condition did not give a rise to rejection unless the breach went to the root of the contract since the entire cargo was used for the intended purposes as animal feed. Though entitled to damages, but not entitled to rejection. German seller and Dutch buyer of 12,000 tons of US Citrus pulp pellets. Inominate terms it appears the consequences are not sufficiently serious for termination of the contract.
78) R&B Customs Brokers Co. Ltd v United Dominions Trust Ltd (1988); HL held that they had dealt as consumer since the use of the car in their business was not sufficient regularity. It was a third car. And clause 2(a) of SoGA 1979 did not apply
79) Stevenson v Rogers, (1999): CA A transaction would be made in the course of a business unless it was a purely private transaction.
80) Feldaroll Foundry Plc v Hermes Leasing (London) Ltd (2004) – Lamborghini car bought for the use of a director, it was held that the company was dealing as a consumer.
81) St. Albans City District Council v International Computers Ltd (1995). Limitation of £100,000 placed on contract for the supply of software to produce data for poll tax candidates was held to be unreasonable when the software contained an error which cost the local council a lot of money. It was a standard term, the company has already insured the loss, and the company has the expertise, while the local council and its citizen would loose if held otherwise.
82) Gow v Tui UK Ltd (t/a Crystal Holidays (2006): Holiday case, backyard accommodation. It was held that the industry practice was to hold that there was no contract when the agent provisionally accepted the customer’s offer and the agent’s invoice was the contractual document. Notice on the terms and conditions were sufficient to incorporate them into the contract as the customer was aware of them. (Gow 2006)
83) Bramhill v Edwards (2004): A caravan was 102 inch instead of the 100 inches permitted in UK. The claimant argued that there was an implied term that the vehicle must be of satisfactory quality. (Bramhill 2004). CA held that there was no implied term by reason of s.14(2) and there was no breach. Had there been an implied term there would have been a defence under s.14(2c) as the vehicle was bough ‘as seen’. In addition, there would be no damages because the purchaser were unable to establish if the extra two inches made any difference in value.
84) Crossley v Faithfully & Gould Holdings Ltd (2004) ECWA Civ 293 The CA declined to find that there was an implied term with the contract of employment which provided that an employer ought to take care of an employee’s economic well-being. The introduction of such term would place an intolerable burden upon employer. The employer lost long-term sickness benefit when he retired on his own (Crossley 2004)
85) Paragon Finance Plc v Pender (2005) EWCA Civ 760 The implied term - interest rate should not be fair) (Paragon 20005).
The Regulation Of Terms Of Contract – UCTA 1977 & UTCCR 1999
86) Keen v Commerzbank AG (2006) EWCA Civ 1536 The CA - discretionary bonus did not fail within s.3 of the UCTA 1977. (Keen (2006)
87) Re. Cape Plc (2006) EWHC 1313 The Court held that a scheme of arrangement enter into under s.235(1)(a) of the Companies Act 1975 was not a contract or notice within s.2(1) of UCTA. (Re Cape 2006).
88) Balmord Group Ltd v Borealis (UK) Ltd (2006) EWHC The Court found that contract to supply first a Norwegian company and a Danish one were international contract and thus outside the ambit of UCTA 1977. (Balmord 2006).
89) Fleet Mobile Tyres Ltd v Stone (2006) EWHC) The reasonable requirement s.11 of UCTA 1977 is only applicable where there had been actionable misrepresentation and not the entire contract. Fleet Mobile Tyres (2006)
90) IFE Fund SA v Goldman Sachs International (2006) EWHC 2887 information memorandum went to the scope of misrepresentation and does not constitute exclusion of liability under Misrepresentation Act 1967. (IFE Fund SA 2006)
91) Baybul v Ecole Riggs County Park (2006) The court held that UTCCR 1999 did not apply to terms implied at common law (Baybul 2006).
92) Taylor v Rive Drorte Music Ltd (2005) EWCA 1200 it was correct to phrase the implied terms in the contract to a prohibition of the forbidden positive acts as a reasonable person would agree to be bound by a potentially onerous term (Taylor 2005).
93) Munkenbeck & Marshall v Harold (20005) Unfair terms are not enforceable despite the fact that they formed part of profession-wiide standard term (UTCCR 1999) (Munkenbeck 2005)
94) Bryen & Langley Ltd v Boston (2005) The CA found that a consumer could not complain about the term of a building contractor when the consumer’s agent had asked the contract to tender on those very terms. Lack of openness, fair dealing and good faith made claim under reg, 5 failed. (Bryen & Langley 2005)
95) Feldaroll Foundary Plc V Hernes Leasing London Ltd (2004) The CA held that R&B was concerned with meaning of ‘deals as a consumer’ with UCTA 1977 while Stevenson & Rogers was concerned with seller in the course of Business within the Sale of Goods Act 1979. The purpose of the Act was consumer protection and R&B was in harmony with the position because it sought to further the protection available to the buyers. (Feldaroll 2004).
96) Bairstow Eves London Central Ltd v Smith (2004): Agent fees (3% -1.5%) was not within Reg. 6 (2) of UTCCRR 1999 (the term deals with the core of a contract and not adequacy of price). The term could be scrutinised under reg. 5. Reg. 6 should be restrictive, while liberal interpretation would erode the interpretation (Bairstow 2004).
97) Khatun & Ors v Newham LBC (2004): Where a local council was statutorily obliged to provide accommodation UTCCR 1999 applied to the terms on which the council let the flats.
98) Commission of the European Communities v Kingdom of Spain (2004) Restrictive implementation is not compliance with Art 5 of ECHR (CEC - Spain)
Damages/Remedies
99) Addis v Gramophone Co. (1909): The House of Lord held that damages for wrongful dismissal must not compensate for injured feeling; attempt was madein Johnson v Unisyss LTD (2001) HL to circumvent this, the House of Lords in Johnson v Gore woods & Co. (2002) approved the general principles in Addis that damages for breach of contract should not generally include damages for disappointment and distress (non-pecuniary loss).
100) British Westinghouse Electric Co. Ltd v Underground Electric Rys Co of London Ltd (1912): The injured party is prevented from recovering losses if he failed to take steps to mitigate his losses. Legal consideration will generally be considered with the claimant’s duty to mitigate his losses.
101) Payzu v Saunders (1919) – The contract for the supply of crepe de chime that was terminated for failure to pay as accept advance cash payment option following the failure to pay for supply within the stipulated period. Sometime the duty to mitigate will require the injured party to re-contract with the party in breach on slightly different terms.
102) Robinson v Harman (1848): The basic measure of loss is the expectation loss. The law seeks to compensate the claimant for his disappointment expectation; it is not compensation for loss of a bargain
103) Ruxley Electronics and Construction v Forsyth (1995) – The swimming pool contract. Award of damages for loss of amenity.
104) Farley v Skinner (2001): Valuation of property close to Gatwick Airport. CA held that since the client specifically asked for confirmation on this matter it was a major part of the contract and restored £10,000 damages.
105) Anglia Television v Reed (1972) – An American actor who repudiated a contract for a leading role in a television appearance. CA allowed claim of wasted expenditure and pre contract expenditure as long as it was reasonable in the contemplation of the parties as the likely to be wasted if the contract was broken.
106) C & P Haulage v Middleton (1983): The claimant cannot seek to recover his reliance losses where this would have the effect of allowing him to escape the consequence of a bad bargain.
107) Attorney General v Blake (2001): Award for restitutionary losses e.g. an account of profit following House of Lords decision. The former member of the intelligence services who became an agent for Moscow. Court allow account of profit for the book published on the account of his experience which was published in London
108) L Schulter v Wickman Machine Tool Sale (1974); Condition that the sole distributor for the German panel press in UK must visit each of the motor manufacturer once a week. Failure to make a number of visits was considered by the House of Lords as not a condition in the sense that a single breach however, trivial would entitle the innocent party to terminate the contract.
109) Beswick v Beswick – sold business to his cousin for weekly payment which was to continue to his wife after his death. The cousin refused to pay
110) Lombard North Central v Butterworth [1987): CA (Computer lease and arrears of payment) Extend to which victim of a breach would not end a contract following the breach of or sufficiently serious innominate term – practical consideration will usually be of commercial nature [expectation of future business in other contracts, long-term relationship or an unwillingness to impede supply)
111) Malik v BCCI (1998); it was held that the claims for damages to reputation by former employees of BCCI which was run fraudulently by the employer are recoverable because their was an implied term that the employ would run his business so as not to jeopardise the future employment prospects of the employees.
112) Cooper v Phibbs (1987): A purchase by Yoric is an impossibility as he already owns the book Destroyed book-
113) Financings Ltd v Stimson (1962); If there is a breach the minimum payment clause will not apply. Failure to pay instalments is not a repudiatory breach and the owner can recover only for his loss occurring prior to termination (i.e. instalment arrears plus interest). Recovering for future losses would be similar in effect to enforcing the invalid penalty clause.
114) Heillbut, Symons & Co. v Buckleton (1913): There is no liability for innocent misrepresentation. Esso Petroleum Co. Ltd v Mardon (1976): There exists liability if he was proved to made misrepresentation negligently.
115) Hadley v Baxendale (1954) 9 Exch 341. Repair of shaft through a delivery company. The court held ability to use the shaft during the period of delay was not a damage reasonably foreseeable by the carriers. It was not within the normal contemplation of the carriers that the owner would be unable to operate the mill without that particular shaft. Foreseeability and knowledge text.
116) Victoria Laundry (Windsor) v Newman Industries (1949) – Supply of boiler for laundry business which was delayed. CA held that the loss of normal business profit was foreseeable but the loss of a lucrative dyeing contract was considered remote.
117) H Parsons (Livestock) v Uttley Ingham (1978) - Supply of storage hopper for storing pig nuts, the hopper was not properly installed and some pigs died from illness due to e coli resulting from eating foods spoilt by the hopper. It was held that the loss was not too remote.
118) Universal Cargo Carriers Corp v Cittati): In English law promissory estoppel may be poised as alternative to consideration, that situation has not yet been
119) North Ocean Shipping Co. Ltd v Hyndai Construction Co. Ltd (1971): The owner promised to provide additional 10% instalment when the dollar devalued. Held in agreeing to increase the letter of credit, the company had undertaken an additional contractual obligation which rendered them liable to an increased detriment, and that this constituted consideration by the promise by the owner to increase the instalment payments.
120) Nisshin Shipping Co. Ltd v Cleaves & Co. Ltd (2003): If they are within the Act, they have a right to enforce a term of contract s.4. The brokers in nine shipping can enforce the contract since there was a clause that purports to confer benefit on them. They are entitled to enforce the commission clauses in their own right.
121) Thomas Witter Ltd v TBP Industries (1996). If they are within the Act, they have a right to enforce a term of contract s.4
122) Mohammed v Alaga: An innocent (Mohammed the Somali who introduced some refugee for fee) party may have some remedy if he can establish the existence of collateral undertaking by the other party to ensure that the contract is not illegal in exceptional circumstance. Quantum merit payment was allowed for translation and other services, but would not be given if public policy would prevent such a restitutionary recovery (where it failed in Awwad v Geraghty & Co.).Monty would be able to recover on a quantum valebat basis for the go.
Damages
123) Reichman v Gauntlett (CA, The Times 4 January 2007): the Court of Appeal found that the landlord had no duty to mitigate his loss where he sued in debt for arrears of rent which had come due. This was not changed by the decision in White & Carter Councils v McGregor (1962).
124) WWF World Wide Fund for Nature (formerly World Wildlife Fund) v World Wrestling [2006] EWHC 184: the Court held that damages awarded according to the principle in Wrotham Park Estate Co v Parkside Homes(1974) were similar to the remedy of account but were not the same. The Wrotham remedy was compensatory and not restitutionary.
125) Wiseman v Virgin Atlantic Airways Ltd [2006] EWHC1566 and Artis v MFI UK Ltd [2006] 11 CL 84: Courts declined to allow non-pecuniary losses in cases with some connection to contracts for pleasure or enjoyment.
126) CMC Group Plc v Zhang [2006] EWCA Civ 408: concerned a clause in a claim settlement agreement between the two parties which stipulated that the payee would forfeit the entirety of his settlement in the event that the payee brought any legal action or even engaged in any derogatory or unfavourable communication with the payor. The Court of Appeal held that this was a penalty within the description given by Lord Dunedin in Dunlop Tyre v New Garage and Motor Co (1915) because even a trivial breach resulted in the payment of the entire sum.
127) Jackson v Royal Bank of Scotland [2005] UKHL 3: Damages were available for the loss of repeat business with the principal customer and for the loss of opportunity to earn profits from their trade with the principal customer. Damages on a reducing basis over a four-year period was not too speculative and was as good an estimate on the effect of the breach of contract upon the claimant’s damages as could be made in the circumstances.
128) McAlpine Capital Projects Ltd v Tilebox Ltd [2005] EWHC 281: was concerned with the issue of whether a clause was a penalty clause or liquidated damages. The test in Dunlop Pneumatic Tyre v New Garage & Motor (1915) was applied. It was noted that the estimate did not have to be the actual loss suffered. The court was predisposed to enforce an agreed damages clause where the agreement was made in a commercial context between two parties of equal bargaining power.
129) Eastwood v Magnox Electric Plc And McCabe v Cornwall CC [2004] UKHL 35, [2004] 3 WLR 322, [2004] 3 All ER 991: the House of Lords followed the decision in Johnson v Unisys Ltd [2001] UKHL 13 in holding that the breach of the implied term of trust and confidence in the employment relationship could not be used as the foundation for a claim at common law because adequate statutory provisions Exception - loss from the employer’s failure to act properly in seeking dismissal and financial loss caused by psychiatric or other illness caused by pre-dismissal unfair conduct where common law claim which preceded and was independent of his statute-based unfair dismissal claim.
130) Dunnachie v Kingston upon Hull City Council [2004] UKHL 36, [2004] 3 WLR 310: the House of Lords found that the comments of Lord Hoffman in Johnson v Unisys which suggested a denial of damages in respect of the manner of dismissal were obiter
131) Hamilton Jones v David & Snape (a firm) [2003] EWHC 3147 (Ch); [2004] 1 All ER 657: applied the principles developed in Farley v Skinner and allowed the claimant to recover damages for mental distress suffered when the defendant solicitors breached their duty to her in not taking reasonable steps to prevent the claimant’s husband from removing their children from the United Kingdom.
Equitable Remedies
132) Rolls-Royce Power Engineering Plc v Ricardo Consulting Engineers Ltd [2003] EWHC 2871 (TCC), [2004] 2 All ER (Comm) 129: the Court considered the difficult issue of where one party could recover damages in respect of loss suffered by another. The exception in Dunlop v Lambert and Panatown v McAlpine (2000) were applied. The third party had to be within the contemplation of the contracting parties or it had to be known to both parties at the time of contracting that one party contracted as a trustee at the time the contract was entered into.
133) Birse Construction Ltd v Eastern Telegraph Co Ltd [2004] EWHC 2512: the principles of Ruxley Electronics v Forsyth were applied to award nominal damages where there was no intention to repair the defects and no financial loss had been suffered on the sale of the building. Building with defects by builders.
134) LauritzenCool AB v Lady Navigation Inc [2005] EWCA Civ 579 [2005] EWCA Civ 579: the Court of Appeal found that there was no general rule that injunctive relief would not be granted in respect of a contract for services if the practical effect would be to compel performance. Although the injunctive relief might compel performance, that would be irrelevant as long as the relief did not decree performance. In this instance, the contracts did not provide for very personal skills or talents and were commercial agreements between independent companies. The agreements did not specify named individuals.
135) Gryf-Lowczowski v Hinchingbrooke Healthcare NHS Trust [2005] EWHC 2407: In this unusual case, Gray J held that injunctive relief would be available at the instance of the employee in a contract of employment in which the relationship of mutual trust and confidence had broken down. If the provisions of discipline proceedings were not upheld, the employee, a highly trained specialist, would never find work in the NHS.
136) Farley v Skinner (No. 2) 2001 UKHL 49 (2002) AC 732: The House Of Lord Awarded damages (distress) for ‘loss of amenity’ on the basis that that the major or important object of the contract was to provide pleasure, relaxation or peace of mind. Valuation of a property under planeroute.
Duress and Unique Influence
137) Wadlow v Samuel (aka Seal) [2006] EWHC 1492: despite the voidability of the earlier management agreement (due to undue influence), the settlement agreement (without undue influence) was not voidable. Royal Bank of Scotland v Etridge (no 2) was applied to determine the existence of undue influence; Yorkshire Bank v Tinsley was distinguished.
138) Yorkshire Bank Plc v Tinsley [2004] EWCA Civ 816, [2004] 1 WLR 2380, [2004] 3 All ER 463: The Court held that since the earlier mortgage had been voidable against the husband and the Bank because of undue influence, the later mortgage replacing this earlier mortgage would also be voidable. This conclusion was not altered by the fact that there was no undue influence operative at the time of the subsequent mortgage. Subsequent mortgage would not have been tainted.
139) Leeder v Stevens [2005] EWCA Civ 50: In cases of undue influence, the test was not whether the parties knew what they were doing but why they did it.
140) Offer-Hoar v Larkstore Ltd [2006] EWCA Civ 1079: Soil test valuation. Where C relied on a report prepared by B for A and suffered loss, C was entitled to recover substantial damages from S as a result of the assignment of the report from A and its ownership of the site. The assignment was a delayed consequence of the earlier sale of the land.
Illegality
141) Maccaba v Lichtenstein [2006] BPIR 994: the Court held that a contract legal in England was enforceable even though illegal in another jurisdiction.
142) Hill v Secretary of State for the Environment, Food and Rural Affairs [2005] EWHC 696: Hill was an undischarged bankrupt who managed a company contrary to the provisions of the Company Directors Disqualification Act 1986. Hart J held that the company was entitled to be remunerated on a quantum meruit basis for the work done. If the company could not sue on its contracts, the very persons the legislation was designed to protect would be prejudiced.
143) Wheeler v Qualitydeep Ltd [2004] EWCA Civ 1085: In the case of a wrong doing, it was necessary to establish not only that the employee was aware that something was wrong but also that she had actively participated in the illegal performance of the contract.
144) Vakante v Addey and Stanhope School [2004] EWCA Civ 1065, [2004] 4 All ER 1056: Entertaining racial complaints from an employee tainted with employment irregularity would be to condone illegality.
Performance and breach
145) Diab v Regent Insurance Co Ltd [2006] UKPC 29 : the Privy Council was of the opinion that until the repudiation of a contract by one party is accepted by the other party, the contract continues and must be complied with in all its terms to facilitate a claim under a contract of insurance.
146) R (on the application of Supportways Community Services Ltd) v Hampshire CC [2006] EWCA Civ 1035: the Court of Appeal declined to impose extra duties of review on a public authority in performance of a contract because they were a public authority. A claimant, suing a public authority for breach of contract, could not invoke public law simply because he was dissatisfied with the remedy provided to him by private law.
147) Gray v Marlborough College [2006] EWCA Civ 1262: Where satisfied that there was a symmetry between a contractually implied obligation of fairness in these cases and that derived from statute or general public law (which could assist in the determination of fairness or consultation with the parent), the result of that disciplinary process is fair.
148) London Borough of Waltham Forest v Omilaju [2004] EWCA Civ 1493, [2005] 1 All ER 75: Where an employer had previously breached the implied term and an employee had affirmed the contract and soldiered on, it was not for the employee to subsequently rely on these acts to justify constructive dismissal unless there is a later act which allows him to do so.
149) Queensferry Ltd v Shand Construction Ltd (2000); Government of Zanzibar v British Aerospace (Lancaster House) Ltd (2000). Harvey v Facey (1893); Clifton v Palumbo (1944): National Carriers Ltd V Panalpina (Northern Ltd (1981); Pantown v Alfred McAlpine Construction Ltd (2002); Simpkins v Pays (1955): Clifton v Palumbo (1944); Hendrix LLC v PPX Enterprises Inc. 2003: The Post Chaser (1982): South Caribbean Trading Ltd (SCT) v Trafigura Beeher BV 2004: Car and Universal Finance Co. v Caldwell; Gamerco SA v ICM/Fair Warning Agency (1995).