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Tenth Edition

Law

of

Contract

Paul Richards
Law of Contract, part of the Foundations series, offers a
comprehensive, clear and straightforward account of the law
ideal for LLB or GDL/CPE students. Written with the student
reader in mind, each text is rich in learning features designed
to illuminate complex legal principles and promote solid
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a firm grasp of the essential concepts as well as an awareness of
important recent developments in the law.
Each text in the series offers a wealth of study support features:
• Chapter aims and objectives outline from the start what you
will learn in each chapter.
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covered in each chapter, cementing understanding.
• Further reading lists at the end of each chapter direct
students to subject-specific resources to enrich understanding.
• Marginal cross-references help the reader make connections
within the text and aid understanding of how the material
fits together.
• Glossary of important legal terms provides a handy
reference tool.
• Easy-to-read presentation promotes comprehension.

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Law of Contract

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Tenth Edition

Law of
Contract
Paul Richards

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ABOUT THE AUTHOR

foundations series

Richards

PAUL RICHARDS is Head of the Department of Law at
the University of Huddersfield. He has had many years of
experience as a lecturer in contract law, land law and trusts,
and serves as an examiner and moderator for various
examining bodies.

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Tenth edition

Law of Contract
PAUL RICHARDS
Head of the School of Law, University of Huddersfield

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Pearson Education Limited
Edinburgh Gate
Harlow
Essex CM20 2JE
England
and Associated Companies throughout the world
Visit us on the World Wide Web at:
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First published 1992
Tenth edition published 2011
© Longman Group UK Limited 1992
© Pearson Professional Limited 1995
© Financial Times Professional Limited 1997
© Pearson Education Limited 1999, 2002, 2004, 2006, 2007, 2009, 2011
The right of Paul Richards to be identified as author of this work has been
asserted by him in accordance with the Copyright, Designs and Patents Act 1988.
All rights reserved. No part of this publication may be reproduced, stored in
a retrieval system, or transmitted in any form or by any means, electronic,
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ISBN: 978-1-4082-5361-8
British Library Cataloguing-in-Publication Data
A catalogue record for this book is available from the British Library
Library of Congress Cataloging-in-Publication Data
Richards, Paul, 1951–
Law of contract / Paul Richards. – 10th ed.
p. cm.
ISBN 978-1-4082-5361-8 (pbk.)
1. Contracts – England. 2. Contracts – Wales. I. Title.
KD1554.R53 2011
346.4202–dc22
2010053166
10 9 8 7 6 5
14 13 12 11

4

3

2

1

Typeset in 9/12 pt Stone Serif by 35
Printed and bound in Great Britain by Ashford Colour Press Ltd, Gosport, Hampshire


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To Maggie with all my love for now and the future

and
to my brother Anthony Richards MBE for being there


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Brief contents

Preface
Guided tour
Table of cases
Table of statutes

Part 1 The formation of a contract
1
2
3
4
5
6

The evolution and definition of the modern contract
The fact of agreement
Consideration
Intention to create legal relations
Capacity
Formalities

Part 2 The contents of the contract
7 The terms of the contract
8 Exemption clauses

xv
xviii
xx
xxxvi
1
3
13
60
90
97
112
125
127
165

Part 3 Factors that vitiate a contract

229

9
10
11
12

231

Misrepresentation
Mistake
Duress, undue influence and inequality of bargaining power
Illegality

257
299
331

Part 4 Discharge of contracts

369

13 Discharge by performance and breach
14 Discharge by agreement
15 Discharge by frustration

371

Part 5 Remedies for breach of contract

417

16 The common law remedy of damages
17 Equitable remedies and limitation of actions
18 Quasi-contract and the law of restitution

419

394
399

466
477
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BRIEF CONTENTS

viii

Part 6 The rights and liabilities of third parties to the contract

491

19 Privity of contract
20 Agency
21 Assignment of contractual rights

493

Glossary
Index

569
576

528

556


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Contents

Preface
Guided tour
Table of cases
Table of statutes

xv
xviii
xx
xxxvi

Part 1 The formation of a contract
1 The evolution and definition of the modern contract
Aims and objectives
Evolution
Definition
Summary
Further reading

3
3
3
9
11

12

2 The fact of agreement

13

Aims and objectives
Introduction
Offer
Acceptance
The fact of acceptance
The termination of offers
Certainty of terms

13
13
16
26
28
44
51

Summary
Further reading

55
58

3 Consideration

60

Aims and objectives
Introduction
The definition of consideration
Consideration may be executed or executory but not past
Consideration must move from the promisee though not necessarily
to the promisor
Consideration must be sufficient though not necessarily adequate

60
60
61
62

Summary
Further reading

87
89

66
67

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CONTENTS

4 Intention to create legal relations
Aims and objectives
Introduction
Social and domestic arrangements
Commercial agreements
Summary
Further reading

5 Capacity
Aims and objectives
The scope of this chapter
The capacity of natural persons
The capacity of corporations
Summary
Further reading

6 Formalities
Aims and objectives
Introduction
Contracts required to be made by deed
Contracts required to be in writing
Contracts required to be evidenced in writing
Summary
Further reading

90
90
90
91
92

95
96
97
97
97
97
104
109
111
112
112
112
113
114
118
123
124

Part 2 The contents of the contract
7 The terms of the contract
Aims and objectives
Introduction
Express terms
Implied terms
The classification of contractual terms
Summary
Further reading

8 Exemption clauses
Aims and objectives

Introduction
Incorporation of the exclusion clause into the contract
Construing contractual terms generally
Construing exemption clauses
Other factors limiting the effectiveness of exemption clauses
The future of exemption clauses and unfair terms
Summary
Further reading
x

127
127
127
128
136
157
162
164
165
165
165
166
174
179
184
224
224
227

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CONTENTS

Part 3 Factors that vitiate a contract
9 Misrepresentation

231

Aims and objectives
Introduction
The nature of the inducement
The fact of the inducement
The nature of the misrepresentation
The remedies available for misrepresentation
Exclusion of liability for misrepresentation

231
231
232
236
239
243
252

Summary
Further reading

253
255

10 Mistake

257

Aims and objectives
Introduction
Mistake at common law
Mistake in equity
Mistake as to the nature of the document signed

257
257
259
287
294

Summary
Further reading

295
297

11 Duress, undue influence and inequality of
bargaining power

299

Aims and objectives
Introduction
The common law concept of duress

The equitable concept of undue influence
Inequality of bargaining power

299
299
300
304
325

Summary
Further reading

327
330

12 Illegality

331

Aims and objectives
Introduction
The classification of illegality
Acts illegal by statute
Acts illegal at common law
The effects of illegality
The Law Commission and the reform of the illegality defence
Contracts in restraint of trade
Severance

331

331
332
332
335
341
347
351
363

Summary
Further reading

365
367
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CONTENTS

Part 4 Discharge of contracts
13 Discharge by performance and breach

371

Aims and objectives
Performance
Breach

371

371
377

Summary
Further reading

390
392

14 Discharge by agreement

394

Aims and objectives
Introduction
Bilateral discharge
Unilateral discharge

394
394
394
397

Summary
Further reading

397
398

15 Discharge by frustration

399

Aims and objectives
Introduction
The development of the modern doctrine
Applications of the doctrine of frustration
Factors affecting the operation of the doctrine
The legal effects of the doctrine of frustration

399
399
400
402
407
408

Summary
Further reading

413
414

Part 5 Remedies for breach of contract
16 The common law remedy of damages
Aims and objectives
Introduction
Assessment of the basis on which damages are awarded
Limitations on the availability of damages

419
419
420
439

Summary
Further reading

462
464

17 Equitable remedies and limitation of actions

xii

419

466

Aims and objectives
Equitable remedies
Limitation of actions

466
466
473

Summary
Further reading

474
475


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CONTENTS

18 Quasi-contract and the law of restitution

477

Aims and objectives
Introduction
Actions to recover moneys paid
Actions for payments made under a mistake of law
Claims in quantum meruit

477
477
478
482
486

Summary
Further reading

488
489

Part 6 The rights and liabilities of third parties to

the contract
19 Privity of contract

493

Aims and objectives
The general rule
The effect of the doctrine of privity of contract
Avoiding the doctrine of privity of contract
Exceptions to the doctrine of privity of contract
Reform of the doctrine of privity of contract

493
493
495
498
499
513

Summary
Further reading

525
527

20 Agency

528

Aims and objectives

Introduction
The creation of the agency relationship
The effects of agency
The termination of the agency
The effect of European law on the agency relationship

528
528
529
536
544
545

Summary
Further reading

552
555

21 Assignment of contractual rights

556

Aims and objectives
Introduction
Voluntary assignment at common law
Voluntary assignment in equity
Statutory assignment
Other factors affecting all types of assignment
Assignment of liabilities

556
556
557
558
563
564
567

Summary
Further reading

567
568

Glossary
Index

569
576
xiii


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CONTENTS

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Preface

The law moves on and develops inexorably and organically, which is of course in keeping
with the English common law system and its declaratory theory. Occasionally, however,
in the history of our legal system there has been a significant shift in the way the law and
justice is administered. Such a shift occurred on 30 July 2009 when the judicial function
of the House of Lords and its role as the final – and highest – appeal court in the UK ended.

In its place stands a new United Kingdom Supreme Court separate from the judicial
law-making function of Parliament. Followers of Montesquieu and the doctrine of the
separation of powers will have just cause to celebrate! The former Lords of Appeal in
Ordinary (the Law Lords) will be the first Justices of the Supreme Court of the 12-member
Supreme Court. They will be disqualified from sitting or voting in the House of Lords,
though on retirement they are able to return to the House of Lords as full Members of
the legislative body.
In this edition I have updated the text to take into account some of the many cases
that have arisen since the last edition. However, I have again revisited some decisions
which may not have been included in previous editions but on reflection I have decided
to include in this edition. This has not been done in a haphazard manner but always
to help the student gain a better grasp of the material. I have used the opportunity to
provide a more explicit commentary on the construction of contractual terms following
the House of Lords decision in Chartbrook Ltd v Persimmon Homes Ltd in which the
court re-affirmed the general principles set out in Prenn v Simmonds regarding the
admissibility of pre-contractual negotiations. I have also examined an interesting first
instance decision in Internet Broadcasting Corp Ltd (t/a NETTV) v MAR LLC (t/a
MARHedge) which applied the principles set out in George Mitchell (Chesterhall) Ltd v
Finney Lock Seeds in the context of an attempt to exclude liability for a repudiatory
breach of contract.
Exemption clauses always seem to be a fruitful source of new decisions and, apart
from the matters considered above, this edition also considers the case of Office of
Fair Trading v Abbey National plc and Others in which the Office of Fair Trading conducted a well publicised investigation under the Unfair Terms in Consumer Contracts
Regulations 1999 into the fairness of banks being allowed to levy certain charges comprising unpaid item charges, paid item charges, overdraft excess charges and guaranteed
paid item charges. These charges had been a long-running sore with members of the
public who regarded the size of the charges levied on customers taking unauthorised overdrafts from the banks as unfair and disproportionate. Also in this edition, I have reviewed
the decision in the case of Office of Fair Trading v Foxtons Ltd where the OFT also challenged the fairness of terms within standard form contracts.
I have reviewed the structure of Chapter 12, which examines illegality as a vitiating
factor, to take into account the review of this complex area of law by the Law Commission
in its report, The Illegality Defence (Law Com. No 320). The intervention of the Law

Commission arose principally out of the case of the House of Lords decision in Tinsley
v Milligan. In this case, Lord Goff called for the Law Commission to examine the whole
xv


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PREFACE

area of the so-called ‘illegality defence’. The extent of the consultation work subsequently
carried out by the Law Commission is a good indicator of the difficulty it had in drawing
together the strands of illegality and its effects and the chapter has been amended to
reflect the review of the Law Commission. As part of this review the Law Commission
examined the cases of Gray v Thames Trains and Stone & Rolls v Moore Stephens and
both these cases have been considered in the re-written chapter along with a number of
other cases.
In relation to the conditions required to imply terms into a contract as a matter of fact, the
Privy Council case of Attorney General of Belize v Belize Telecom Ltd has been examined
in which Lord Hoffmann considered that the ‘officious bystander’ and ‘business efficacy’
tests were simply means of implying terms by way of construing the contract subsequently, formulating a single objective test for implying a term as a matter of fact.
It is perhaps fitting that it is the ‘battle of the forms’ in Chapter 2 that has thrown up
the first case in the book to be considered by the Supreme Court, this being the case
of RTS Flexible Systems Ltd v Molkerei Alois Muller Gmbh & Co KG (UK Production).
The court yet again decided that whether there was a binding contract between parties
depended on what they had agreed upon and not their subjective state of mind – a clear
rejection of Denning’s approach. Other cases also discussed in this area were those of
Gulf International Ltd v Groupe Chimique Tunisien and Tekdata Interconnections Ltd
v Amphenol Ltd.
As in previous years I have continued to refrain from making widespread use of
unreported cases in order to maintain the original ethos of the book in that it should so far
as possible stand alone and that if students need to look further they should be able to

obtain the information they want from a readily available source. Of course the objectives behind the writing of this book remain the same: that of presenting the law in a
readable and accessible form by setting out the general principles of the subject with
reference to the leading and most recent cases. I have attempted to avoid including new
cases just because they are new. The courts hear many decisions and I have attempted to
be conservative in choosing only cases that have a real impact on the law, wherever
possible, as I see no real point in cluttering up the text with minor decisions since these
will only distract the student, create confusion and get in the way of developing a proper
understanding of the law.
Problem areas and other contentious aspects are also considered but as a means of
leading the student into more specific reading. For this reason, there is a further reading
section at the end of each chapter providing a selection of authoritative texts and articles
in a variety of legal journals. Hopefully, these will also save students time when having
to research particular topics. I have also attempted to present the text in a user-friendly
and structured form, eliminating footnotes and minor cases that so often are an intimidating presence and which tend to obscure rather than clarify the principles behind the
subject. The presentation of the book has been redesigned in a fresh format that will help
students structure their learning and reading of the material. One aspect that is particularly new to this edition is the inclusion of diagrams. These have been developed by
popular demand and I hope they do not disappoint the reader.
Whilst this book can be used as a stand-alone text, it is written not with this intention
but to encourage students to undertake further reading so that they have a full understanding of the wider issues that surround this increasingly complex subject. Neither
has the book been written with the intention of providing a ‘crammer’ – the text is in
any event far too full to meet such an aim – but to provide a halfway house between a
student’s lecture notes and the more substantive texts.
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PREFACE

Not many years ago, the law of contract was regarded as one of the easier undergraduate law courses. I do not believe this to be true any more (if, indeed, it ever was).
The reception and comments received with respect to the last edition were extremely

encouraging although, as ever, I welcome any suggestions that may improve it. In timehonoured tradition, all errors and omissions are entirely my responsibility.
It is a tradition in the preface of a book to thank those who have given their help
and assistance in the writing and production of it. Mine is no exception and I make no
apology for this. On the academic side, I express my continued thanks to my colleagues
in the Law School at the University of Huddersfield for their support and their timely
suggestions from time to time both solicited and unsolicited!
Thanks also go to the team at Pearson Education, particularly Christine Statham, for
their continued support of this book and the Foundations series in general. Their efforts,
ideas and enthusiasm have contributed immensely to the success of both. The quality of
the production of the book and the series is a tribute to their dedicated hard work. I thank
them also for their patience when my other work as head of a law school has rendered
progress slow.
There are many others who have given me support and help in terms of advising me
about content or design and I thank them all for their input, particularly the students
who have been so supportive of this textbook.
As in previous years I thank my sons Phillip and William for their love, support
and companionship as they move on in life through difficult and what are likely to be
hard times. I reflect often as to how lucky my generation is in having enjoyed relatively
prosperous times and hope these return for the current generation. I sincerely hope, like
any parent, that both Phillip and William, as part of this generation, are able to realise
their ambitions; though, at the end of the day, it is their happiness that is of paramount
importance to me.
I again would like to thank my brother, Anthony Richards MBE, for being there when
I have needed support, for his encouragement and most of all for his love and friendship.
In particular, his company when we conspire about the future, often as a precursor to
seeing some terrible film – and we have seen quite a few! I have also to thank Maggie for
her love, support and patience as we look forward to a life together.
Paul Richards
November 2010

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Guided tour
Aims and objectives at the start of each
chapter help focus your learning before
you begin.

Aims and objectives
After reading this chapter you should be able to:
l

Define an offer and compare it with other types of transactions, particularly invitations to
treat.

l

Define an acceptance of an offer.

l

Understand the difference between an acceptance and a counter-offer.

l

Recognise when the various means by which acceptances are communicated.

l

Explain when offers are terminated.

l

Analyse the difference between bilateral and unilateral contracts and how each arise.

l

Appreciate the need for certainty in the formation of a contract.

Exceptions to the past consideration rule
The principle in Lampleigh v Braithwait

Case summaries highlight the facts and
key legal principles of essential cases
that you need to be aware of in your
study of contract law.

Marginal cross-references direct you to
other places in the text where the same
subject is discussed, helping you to
make connections and understand how
the material fits together.

Lampleigh v Braithwait (1615) Hob 105
The facts of this case were that Braithwait had killed another man and asked Lampleigh to
secure a pardon from the king. Lampleigh went to considerable effort and expense to
secure the pardon for Braithwait who subsequently promised to pay Lampleigh £100 for his
trouble. Braithwait then failed to pay the £100 and was sued on his promise by Lampleigh.

Clearly on the basis of the rule relating to past consideration, the efforts of Lampleigh were
in the past in relation to the promise to pay by Braithwait and therefore he should have
failed in his action. The court, however, held that the original request by Braithwait in fact
contained an implied promise that he would reward and reimburse Lampleigh for his
efforts. Thus the previous request and the subsequent promise were part of the same
transaction and as such were enforceable against Braithwait by Lampleigh once he had
secured the pardon for him.

For more on
restitution refer to
Chapter 18.

a remedy if the strict letter of the comm
equity has developed a doctrine of restit
should not be allowed to be enriched b
considered:
1 The minor has obtained goods by f
Restitution will be ordered in such ca
2 The minor has obtained goods by frau

Figures and diagrams are used to
strengthen your understanding of
complex legal processes in contract law.

Chapter summaries located at the end
of each chapter draw together the key
points that you should be aware of
following your reading, and provide a
useful check for revision.

Summary
Contracts required to be made by deed
l

Law of Property (Miscellaneous Provisions) Act 1989, s 1(1)(b) abolishes the need to
have a deed sealed.

l

What is a deed? – LP(MP)A 1989, s 1(2) states:
An instrument shall not be a deed unless –
(a) it makes it clear on its face that it is intended to be a deed by the party making it or, as
the case may be, by the parties to it (whether by describing itself as a deed or expressing
itself to be executed or signed as a deed or otherwise); and
(b) it is validly executed as a deed by that person or, as the case may be, one or more of
those parties.

l

Deed – execution, signing and witnessing – LP(MP)A 1989, s 1(3) states:
An instrument is validly executed as a deed by an individual if, and only if,
(a) it is signed –
(i) by him in the presence of a witness who attests the signature; or

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GUIDED TOUR

Further reading
Beale, Bishop and Furmston, Contract – Cases and Materials, 4th edn (Butterworths, 2001)
Beatson, Anson’s Law of Contract, 28th edn (Oxford University Press, 2002)
Burn, Cheshire and Burn’s Modern Law of Real Property, 15th edn (Butterworths, 1994)
Dumbill, ‘Spiro: The Easy Option’ (1991) 141 New Law Journal 124
Furmston, Cheshire, Fifoot and Furmston’s Law of Contract, 15th edn (Oxford University Press,
2006)
Howell, ‘Informal Conveyances and Section 2 of the Law of Property (Miscellaneous Provisions)
Act 1989’ [1990] The Conveyancer and Property Lawyer 441

Suggestions for Further reading at the
end of each chapter encourage you to
delve deeper into the topic and read
those articles which help you to gain
higher marks in both exams and
assessments.

Law Commission, Formalities for Contracts for Sale etc. of Land, Report No 164 (1987)
Petitt, ‘Farewell Section 40’ [1989] The Conveyancer and Property Lawyer 431
Treitel, The Law of Contract, 11th edn (Sweet & Maxwell, 2003)

TABLE OF CASES

Dunlop v Lambert [1839] 6 Cl & F 600 502– 6
Dunlop Pneumatic Tyre Co. Ltd v New Garage and
Motor Co. Ltd [1915] AC 79 453, 455, 464
Dunlop Pneumatic Tyre Co. Ltd v Selfridge and
Co. Ltd [1915] AC 847 61, 65, 87, 493, 494, 525
Durham Brothers v Robertson [1898] 1 QB 765 559
Dyster v Randall & Sons [1926] Ch 932 538

East v Maurer [1991] 2 All ER 733; [1991] 1 WLR 461
249, 252
East Ham Borough Council v Bernard Sunley Ltd
[1965] 3 All ER 619; [1965] 3 WLR 1096 (HL) 399
431
East v Pantiles (Plant Hire) Ltd (1981) 263 EG 61 178
Eastwood v Kenyon (1840) 11 A & E 438 120, 124
Edgington v Fitzmaurice (1885) 29 ChD 459 234 –5,

Export Credits Guarantee Department v Universal
Oil Products Co. [1983] 2 All ER 205; [1983]
1 WLR 339 455, 456
Factortame Ltd v Secretary of State for the
Environment, Transport and the Regions (No 2)
[2002] EWCA Civ 932 338
Farley v Skinner [2001] 4 All ER 801 461–2
Farrell v Green (1974) 232 EG 587 115
Fawcett v Smethurst (1914) 84 LJ KB 473 100
Federal Commerce and Navigation Co. Ltd v Molena
Alpha Inc [1979] 1 All ER 307; [1978] 3 WLR 991
378, 379, 388
Feldaroll Foundry plc v Hermes Leasing (London) Ltd
[2004] EWCA Civ 747 143, 189
Felthouse v Bindley (1862) 11 CBNS 869 38, 57

A full Glossary located at the back of
the book can be used throughout your
reading to clarify unfamiliar terms.

Glossary

ab initio From the beginning.

bilateral discharge Applies to executory

abrogate To repeal, annul, cancel, abolish

contracts. Discharge may take the form of:
extinction of the contract; extinction and
substitution of a new agreement; partial
dissolution of the contract, e.g. by modification
of terms.

(generally by formal action).

acceptance Acceptance of an offer to create a
contract (i.e. an assent to all the terms of the
offer) must be unqualified, and may be by words

Reference sections have a stepped
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quickly to key information within the text.

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Case Navigator cases are highlighted in bold.
AEG (UK) Ltd v Logic Resource Ltd [1996] CLC
265 170, 171
Actionstrength Ltd v International Glass Engineering
[2003] UKHL 17, [2003] 2 AC 541 119–120
Adams v Lindsell (1818) 1 B & Ald 681 26, 40, 57
Adamson v Jarvis (1827) 4 Bing 66 541
Addis v Gramophone Co. Ltd [1909] AC 488 433,
458, 459, 460, 461, 462, 464
Adler v Dickson [1955] 1 QB 158; [1954] 3 All ER
397 185, 511, 523, 527
Afovos Shipping Co. SA v Pagnan and Lli (The Afovos)
[1983] 1 All ER 449; [1983] 1 WLR 195 382
Agathon, The [1982] 2 Lloyd’s Rep 211 404
Agip SpA v Navigazione Alta Italia SpA [1984]
1 Lloyd’s Rep 353 293
Ailsa Craig Fishing Co. Ltd v Malvern Fishing Co.
Ltd [1983] 1 All ER 101; [1983] 1 WLR 964 208
Alan (WJ) & Co. Ltd v El Nasr Export and Import Co.
[1972] 2 QB 189; [1972] 2 WLR 800 83
Alaskan Trader, The, see Clea Shipping Corporation v
Bulk Oil International Ltd (No 2) 449

xx

Albacruz (Cargo Owners) v Albazero (Owners),
The Albazero [1977] AC 744 502, 503 – 4, 505
Alderslade v Hendon Laundry Ltd [1945] 1 KB 189
(CA) 183, 225
Alec Lobb (Garages) Ltd v Total Oil Great Britain
Ltd [1983] 1 WLR 87; [1983] 1 All ER 944
302, 360 –1
Alexander v Rayson [1936] 1 KB 169 337
Alexander v Rolls-Royce Motor Cars [1996] RTR 95;
(1995) The Times, 4 May (CA) 461
Alfred McAlpine Construction Ltd v Panatown Ltd
(1998) 88 BLR 67; (1998) The Times, 11 February
(CA) 504, 505, 523
Allan ( J M) (Merchandising) Ltd v Cloke [1963] 2 All
ER 258; [1963] 2 WLR 899 344
Allcard v Skinner (1887) 36 ChD 145 307, 311, 312,
326, 328
Allen v Rescous (1677) 2 Lev 174 366
Alliance and Leicester Building Society v Edgestop
Ltd [1994] 2 All ER 38; [1993] 1 WLR 1462
250 –1, 451


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TABLE OF CASES

Allied Marine Transport Ltd v Vale Do Rio Doce
Navegaçao SA (The Leonidas D) [1985] 1 WLR 925;
[1985] 2 All ER 796 38 –9
Alpenstow Ltd v Regalian Properties plc [1985] 2 All

ER 545; [1985] 1 WLR 721 30
Amalgamated Investment and Property Co. Ltd v
John Walker and Sons Ltd [1976] 3 All ER 509;
(1976) 120 SJ 252 258
Amalgamated Investment and Property Co. Ltd v
Texas Commerce International Bank Ltd [1981]
3 All ER 577; [1982] QB 84 80, 120
Ammons v Wilson 176 Miss 645 (1936) 39
Amoco Australia Pty Ltd v Rocca Bros Motor
Engineering Co. Pty Ltd [1975] AC 561; [1975]
2 WLR 779 360
Anangel Atlas Compania Naviera v IHI Co. Ltd
(No 2) [1990] 2 Lloyd’s Rep 526 74
Anderson Ltd v Daniel [1924] 1 KB 138 333 – 4, 365
André et Cie SA v Ets Michel Blanc et Fils [1977]
2 Lloyd’s Rep 166 249, 255
Andrews Bros (Bournemouth) Ltd v Singer and Co.
[1934] 1 KB 17 179
Anglia Television Ltd v Reed [1972] 1 QB 60 420
Antaios Compania Naviera SA v Salen Rederierna AB
[1985] AC 191 176
Antons Trawling Co. Ltd v Smith [2003] 2 NZLR 23 74
Appleby v Myers (1867) LR 2 CP 651 412
Appleson v H Littlewood Ltd [1939] 1 All ER 464
92, 93, 96
Archbold’s (Freightage) Ltd v S Spanglett Ltd [1961]
1 All ER 417; [1961] 2 WLR 170 335
Arcos Ltd v E A Ronaasen & Son [1933] AC 470
371–2, 390
Argy Trading Development Co. Ltd v Lapid

Developments Ltd [1977] 1 WLR 444; [1977] 3 All
ER 785 80
Armagas Ltd v Mundogas SA (The Ocean Frost) [1986]
2 All ER 385; [1986] 2 WLR 19063 531
Armhouse Lee Ltd v Chappell (1996) The Times,
7 August (CA) 341
Armstrong v Jackson [1917] 2 KB 822 246
Ashbury Railway Carriage Co. Ltd v Riche (1875)
LR 7 HL 653 105
Ashmore, Benson Pease and Co. Ltd v A V Dawson
Ltd [1973] 1 WLR 828; [1973] 2 All ER 856 335
Associated British Ports v Ferryways NV [2009]
EWCA Civ 189, [2009] 1 Lloyd’s Rep 595 121–2
Associated Japanese Bank (International) Ltd v Crédit
du Nord SA [1988] 3 All ER 902; (1988) 138 New
LJ 109 263, 266–7, 268, 269, 270, 271, 272, 284,
287, 289, 290, 296

Aswan Engineering Establishment Co. v Lupdine Ltd
[1987] 1 All ER 135; [1987] 1 WLR 1 140 145 – 6
Atkins (GW) Ltd v Scott (1980) 7 Const LJ 215 433,
460 –1
Atlantic Baron, The, see North Ocean Shipping Co.
Ltd v Hyundai Construction Co. Ltd
Atlas Express Ltd v Kafco (Importers and
Distributors) Ltd [1989] 1 All ER 641; [1989]
3 WLR 389 303, 328
Attica Sea Carriers Corporation v Ferrostaal Poseidon
Bulk Reederei GmbH (The Puerto Buitrago) [1976]
1 Lloyd’s Rep 250 384

Attorney-General v Blake [2001] 1 AC 268 424 –5,
426 – 8, 429
Attorney-General of Belize v Belize Telecom Ltd
[2009] UKPC, [2009] 2 All ER 1127 139
Attorney-General for Ceylon v Silva [1953] AC 461;
[1983] 2 WLR 1185 530 –1
Attwood v Lamont [1920] 3 KB 571 364 –5, 367
Attwood v Small (1838) 6 Cl & Fin 232 238, 242, 253
Austin Knight (UK) Ltd v Hinds [1994] FSR 52 358
Avery v Bowden (1855) 5 E & B 714 383
Avon Finance Co. Ltd v Bridges [1985] 2 All ER 281;
(1979) 123 SJ 705 315
Avraamides v Colwill [2006] EWCA Civ 1533 517
BICC plc v Bundy Corporation [1985] 1 All ER 417;
[1985] 2 WLR 132 458
BP Exploration Co. (Libya) Ltd v Hunt (No 2) [1979]
1 WLR 783; affd [1983] 2 AC 352 (HL) 411, 414
BP Refinery (Westernport) Pty Ltd v Shire of Hastings
(1977) 180 CLR 266 139
Bacardi-Martini Beverages Ltd v Thomas Hardy
Packaging [2002] 2 Lloyd’s Rep 379 207
Baird Textiles Holdings Ltd v Marks and Spencer plc
[2001] EWCA Civ 274 53, 80, 81
Balder London, The [1980] 2 Lloyd’s Rep 489 562
Baldry v Marshall [1925] 1 KB 260 179
Balfour Beatty Construction (Scotland) Ltd v Scottish
Power plc (1995) 71 BLR 20; (1994) The Times,
23 March 444 –5
Balfour v Balfour [1919] 2 KB 571 90, 91, 95
Ballett v Mingay [1943] KB 281 103, 110

Balmoral Group Ltd v Borealis (UK) Ltd [2006]
2 Lloyd’s Rep 629 35
Banco Exterior Internacional v Mann [1995] 1 All ER
936; [1995] 1 FLR 602 316, 317, 318, 322
Bank of Baroda v Rayarel [1995] 2 FLR 376; (1995)
27 HLR 387 (CA) 316, 322
Bank of Baroda v Shah [1988] 3 All ER 24; (1988)
New LJ 98 (CA) 316

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Bank of Credit and Commerce International SA v
Aboody [1990] 1 QB 923; [1989] 2 WLR 759
304 –5, 306, 308–9, 328
Bank of Credit and Commerce International SA
(in liquidation) v Ali [2001] UKHL 8, [2002]
1 AC 251 177
Bank of Cyprus (London) Ltd v Markou [1999]
2 All ER 707 319
Bank of Montreal v Stuart [1911] AC 120 308
Bannerman v White (1861) 10 CBNS 844 5 129
Banque Bruxelles Lambert SA v Eagle Star Insurance
Co Ltd (sub nom South Australia Asset
Management Corporation v York Montague Ltd)
[1997] AC 191 446–7, 448
Barclays Bank plc v Boulter [1997] 2 All ER 1002;

[1997] 2 FLR 157 314
Barclays Bank plc v Fairclough Building Ltd [1995]
1 All ER 289; [1994] 3 WLR 1057, (CA) 450
Barclays Bank plc v O’Brien and Another [1993]
4 All ER 417; [1993] 3 WLR 786 304, 305, 306,
313–316, 317, 318, 323, 513
Barclays Bank plc v Thomson [1997] 4 All ER 816;
[1997] 1 FLR 156 317, 318
Barry v Heathcote Ball & Co. (Commercial Auctions)
Ltd (2000) The Times, 31 August (CA) 20
Bartlett v Sidney Marcus Ltd [1965] 1 WLR 1013;
[1965] 2 All ER 753 144, 145
Basildon District Council v J E Lesser (Properties) Ltd
[1985] 1 All ER 20; [1984] 3 WLR 812 450
Beach v Reed Corrugated Cases Ltd [1956] 2 All ER
652; [1956] 1 WLR 807 439
Beale v Taylor [1967] 1 WLR 1193; [1967] 3 All ER
253 141
Beesly v Hallwood Estates Ltd [1960] 1 WLR 549;
[1960] 2 All ER 314 116
Behzadi v Shaftesbury Hotels Ltd [1991] 2 All ER 477;
[1991] 2 WLR 1251 (CA) 376, 391
Bell v Lever Bros [1931] 1 KB 577; [1932] AC 161
263, 264–5, 266–7, 268, 269, 270, 272, 284, 287,
289, 290, 291, 295, 296
Bence Graphics International Ltd v Fasson UK Ltd
[1997] 3 WLR 205; (1996) The Times, 24 October
(CA) 430
Bennett v Bennett [1952] 1 KB 249; [1952]
1 All ER 413 364

Benningfield v Baxter (1886) 12 App Cas 167 307, 328
Benyon v Nettleford (1850) 3 Mac & G 94 340 –1
Beresford v Royal Insurance Co. Ltd [1937] 2 KB 197
336, 344, 366
Berg (V) & Son Ltd v Vanden Avenne-Izegem PVBA
[1977] 1 Lloyd’s Rep 499 388

xxii

Bernstein v Pamsons Motors (Golders Green) Ltd
[1987] 2 All ER 220; [1987] RTR 384 145, 390
Beswick v Beswick [1968] AC 58; [1968] 3 WLR 932
468, 494, 495, 497, 498, 506, 514, 518, 522, 523, 525
Bettini v Gye (1876) 1 QBD 183 158
Bigg v Boyd Gibbons Ltd [1971] 2 All ER 183; [1971]
1 WLR 913 25, 56
Bigos v Bousted [1951] 1 All ER 92 326, 345
Birch v Paramount Estates Ltd (1956) 16 EG 396 130
Birkmyr v Darnell (1704) 1 Salk 27 121
Bisset v Wilkinson [1927] AC 177 233, 234, 242, 253
Blackburn v Mason (1893) 68 LT 510 529–30
Blackburn Bobbin Co Ltd v Allen and Sons Ltd
[1918] 2 KB 467 403
Blackpool and Fylde Aero Club Ltd v Blackpool
Borough Council [1990] 3 All ER 25; [1990]
1 WLR 1195 21
Blankenstein, The, see Damon Cia Naviera SA v
Hapag-Lloyd International SA
Bliss v South East Thames Regional Health Authority
[1985] IRLR 308; [1987] ICR 700 459

Bloxsome v Williams (1824) 3 B & C 232 344
Boardman v Phipps [1967] 2 AC 46; [1966]
3 WLR 1009 425, 429, 540, 554
Boston Deep Sea Fishing and Ice Co. Ltd v Ansell
(1888) 39 Ch D 339 540
Boulton v Jones (1957) 2 H & N 564 280 –1
Bovis Construction (Scotland) Ltd v Whatlings
Construction Ltd [1995] NPC 153; (1995)
The Times, 19 October (HL) 208
Bowmakers Ltd v Barnet Instruments Ltd [1945]
KB 65 346, 347
Brace v Calder [1895] 2 QB 253 448
Bradbury v Morgan (1862) 1 H & C 249 51
Branca v Cobarro [1947] KB 854; [1947] 2 All ER 101 30
Brennan v Bolt Burdan [2004] EWCA Civ 1017
259–60, 269
Briggs, ex parte, (1859) 28 LJ Ch 50 239, 253
Brikom Investments Ltd v Carr [1979] QB 467;
[1979] 2 All ER 753 83, 396
Brimnes, The [1975] QB 929; [1974] 3 WLR 613
38, 42, 45, 57
Brinkibon Ltd v Stahag Stahl und
Stahlwarenhandelsgesellschaft GmbH [1983]
2 AC 34; [1982] 2 WLR 264 40, 42, 43, 44, 57
British and Commonwealth Holdings plc v Quadrex
Holdings Inc. [1989] 3 All ER 492; [1989]
3 WLR 723 (CA) 0 376, 391
British Crane Hire Corporation Ltd v Ipswich
Plant Hire Ltd [1975] QB 303; [1974]
2 WLR 856 173, 174

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TABLE OF CASES

British Reinforced Concrete Engineering Co. Ltd v
Schelff [1921] 2 Ch 563 359
British Russian Gazette Ltd v Associated Newspapers
Ltd [1933] 2 KB 616 395
British Steel Corporation v Cleveland Bridge and
Engineering Co. Ltd [1984] 1 All ER 504; (1983)
Build LR 94 34, 54, 55, 487
British Transport Commission v Gourley [1956]
AC 185; [1956] 2 WLR 41 438–9
British Westinghouse Electric and Manufacturing
Co Ltd v Underground Electric Railways Co of
London Ltd [1912] AC 673 0 432, 448 – 9, 462
Britvic Soft Drinks v Messer UK Ltd [2002] EWCA
Civ 548, [2002] 2 All ER (Comm) 321 207
Brogden v Metropolitan Railway Co. (1877) 2 App
Cas 666 14, 15, 28–9, 56
Brown v KMR Services Ltd [1995] 4 All ER 598 448
Bryen and Langley Ltd v Boston [2005] EWCA
Civ 973 215–216, 217
Bunge Corporation v Tradax Export SA [1981] 2 All
ER 513 160, 376, 391
Burnard v Haggis (1863) 14 CBNS 45 103, 110
Butler Machine Tool Co. Ltd v Ex-Cell-O
Corporation (England) Ltd [1979] 1 All ER 965;
[1979] 1 WLR 401 13, 33, 34, 57

Butterworth v Kingsway Motors Ltd [1954] 1 WLR
1286; [1954] 2 All ER 694 481–2
Butwick v Grant [1924] 2 KB 483 541
Byrne & Co v Leon Van Tienhoven (1880) 5 CPD
344 45, 58
C & P Haulage v Middleton [1983] 3 All ER 94;
[1983] 1 WLR 1461 421, 440
CCC Films (London) Ltd v Impact Quadrant Films
Ltd [1985] QB 16; [1984] 3 All ER 298 421
CIBC Mortgages plc v Pitt [1993] 4 All ER 433; [1993]
3 WLR 802 304, 305–6
CTI Group Incorporated v Transclear SA, The Mary Nour
[2008] EWCA Civ 856, [2009] 2 All ER (Comm) 25 403
CTN Cash and Carry Ltd v Gallaher Ltd [1994] 4 All
ER 714 302–3
Caparo Industries plc v Dickman and Others [1990]
1 All ER 568; [1990] 2 WLR 358 240, 242, 252
Car and Universal Finance Co. Ltd v Caldwell [1964]
1 All ER 290; [1964] 2 WLR 600 243, 246–7, 276, 277
Carlill v Carbolic Smoke Ball Co. [1893] 1 QB 256
16, 17, 18, 23, 29, 39, 48, 56, 57, 95, 96, 575
Casey’s Patents, Re [1892] 1 Ch 104 64
Cehave NV v Bremer Handelsgesellschaft GmbH,
(The Hansa Nord ) [1975] 3 All ER 739; [1975]
3 WLR 447 160

Cellulose Acetate Silk Co. Ltd v Widnes Foundry
(1925) Ltd [1933] AC 20 454
Central London Property Trust Ltd v High Trees
House Ltd [1947] KB 130; [1956] 1 All ER 256

79, 80, 81, 82, 83, 88
Chandler v Webster [1904] 1 KB 493 408 – 9, 414
Chapelton v Barry UDC [1940] 1 KB 532 18, 22, 167,
173, 224
Chaplin v Hicks [1911] 2 KB 786 458, 464
Chaplin v Leslie Frewin (Publishers) Ltd [1966]
Ch 71; [1966] 2 WLR 40 101
Chappell & Co. Ltd v Nestlé Co. Ltd [1960] AC 87;
[1959] 3 WLR 168 67– 8
Charles Rickards Ltd v Oppenheim [1950] 1 KB 616;
[1950] 1 All ER 420 376, 396, 391
Chartbrook Ltd v Persimmon Homes Ltd [2009]
UKHL 38; [2009] AC 1101 177
Charter v Sullivan [1957] 2 QB 117; [1957]
2 WLR 528 435
Cheese v Thomas [1994] 1 WLR 129; [1994]
1 FLR 118 324 –5
Chettiar v Chettiar [1962] AC 294 343
Chichester v Cobb (1866) 14 LT 433 74
Chiemgauer Membran und Zeltbau GmbH (formerly
Koch Hightex GmbH) v New Millennium
Experience Co. Ltd (formerly Millennium Central
Ltd) (No 2) (2001) The Times, 16 January 387– 8
Chillingworth v Esche [1924] 1 Ch 97 30 –1
ChipsAway International Ltd v Errol Kerr [2009]
EWCA Civ 320; [2009] All ER (D) 180 (Apr) 356 –7
Cine Bes Filmcilik VE Yapimcilik v United
International Pictures [2003] EWCA Civ 1669, 147
Sol Jo LB 1396, [2003] All ER (D) 312 (Nov) 454, 455
Citibank NA v Brown Shipley & Co. Ltd; Midland

Bank plc v Brown Shipley & Co. Ltd [1991] 2 All
ER 690; [1991] 1 Lloyd’s Rep 576 285, 286
City and Westminster Properties (1934) Ltd v Mudd
[1958] 2 All ER 733; [1958] 3 WLR 312 135, 136
Clarion Ltd v National Provident Institution [2000]
2 All ER 265 290
Clarkson, Booker Ltd v Andjel [1964] 2 QB 775;
[1964] 3 WLR 466 539
Clea Shipping Corporation v Bulk Oil International
Ltd (The Alaskan Trader) (No 2) [1984] 1 All ER
129; [1983] 2 Lloyd’s Rep 645 4 384, 449
Clegg v Ollie Andersson (t/a Nordic Marine) [2003]
2 Lloyd’s Rep 32 (CA) 389 – 90
Clements v London and North Western Railway Co.
[1894] 2 QB 482 100
Cleveland Petroleum Co. Ltd v Dartstone Ltd [1969]
1 All ER 201; [1969] 1 WLR 116 360

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TABLE OF CASES

Clifton v Palumbo [1944] 2 All ER 497 24–5, 56
Cockerton v Naviera Aznar SA [1960] 2 Lloyd’s
Rep 450 22
Collen v Wright (1857) 8 E & B 647 543
Collier v P & M J Wright (Holdings) Ltd [2007]
EWCA Civ 1329, [2008] 1 WLR 643 78, 84 – 5

Collins v Godefroy (1831) 1 B & Ad 950 69
Combe v Combe [1951] 2 KB 215; [1951]
1 All ER 767 80, 81
Commonwealth of Australia v Vermayen (1990)
170 CLR 394 74, 81
Compagnie Noga d’Importation et d’Exportation SA
v Abacha [2003] EWCA Civ 1100; [2003] 2 All ER
(Comm) 915 395
Condor v The Barron Knights Ltd [1966] 1 WLR 87;
(1966) 110 SJ 71 402–3
Cooke & Sons v Eshelby (1887) 12 App Cas 271 539
Cooper v Phibbs (1867) LR 2 HL 149 263, 284, 288,
290, 291, 295
Cooper v Willis (1906) 22 TLR 582 337
Co-operative Insurance Society Ltd v Argyll Stores
(Holdings) Ltd [1997] 2 WLR 898 (HL); [1996]
3 WLR 27 (CA) 423, 470–1
Cope v Rowlands (1836) 2 M & W 149 332–3, 365
Couchman v Hill [1947] KB 554; [1947] 1 All ER 103
130, 134
County Personnel (Employment Agency) Ltd v
Alan R Pulver & Co. [1987] 1 WLR 916; [1987]
1 All ER 289 436
Couturier v Hastie (1856) HL Cas 673 261, 262, 263,
284, 295, 533, 553
Cowan v Milbourn (1867) LR 2 Ex 230 344, 366
Cox v Phillips Industries Ltd [1976] 3 All ER 161;
[1976] 1 WLR 638 459
Craven-Ellis v Cannons Ltd [1936] 2 KB 403 486
Crédit Lyonnaise Bank Nederland NV v Burch [1997]

1 All ER 144; (1997) 74 P & CR 384 (CA) 317, 323
Cricklewood Property and Investment Trust Ltd
v Leighton’s Investment Trust Ltd [1945]
AC 221 406
Cullinane v British ‘Rema’ Manufacturing Co. Ltd
[1954] 1 QB 292; [1953] 3 WLR 923 420
Cundy v Lindsay (1878) 3 App Cas 459 281–2, 285,
286, 297
Currie v Misa (1875) LR 10 Ex 153 61, 65, 87, 570
Curtis v Chemical Cleaning and Dyeing Co. Ltd [1951]
1 KB 805; [1951] 1 All ER 631 173, 184, 225
Cutter v Powell (1756) 6 Term R 320 373, 375, 391
D & C Builders Ltd v Rees [1966] 2 QB 617; [1966]
2 WLR 288 77, 78, 84, 85, 88, 300, 328

xxiv

D & F Estates Ltd v Church Commissioners for
England [1989] AC 177; [1988] 2 EGLR 213 498–9
Damon Cia Naviera SA v Hapag-Lloyd International
SA (The Blankenstein) [1985] 1 All ER 475; [1985]
1 WLR 435 457
Darlington Borough Council v Wiltshier Northern
Ltd [1995] 1 WLR 68; [1995] 3 All ER 895 432,
502–3, 504
Daulia v Four Millbank Nominees Ltd [1978]
2 All ER 557; [1978] 2 WLR 621 29, 48, 49
Daun v Simmins (1879) 41 LT 783 533, 553
Davies v Sumner [1984] 1 WLR 1301; [1984]
3 All ER 831 142, 189

Davis Contractors Ltd v Fareham UDC [1956]
2 All ER 145; [1956] 3 WLR 37 401, 403, 404, 413
De Busche v Alt (1878) 8 Ch D 286 539
De Francesco v Barnum (1890) 45 Ch D 430 100
De Mattos v Gibson [1843– 60] All ER 803 509, 510
Dearle v Hall (1828) 3 Russ 1 562, 565
Decro-Wall International SA v Practitioners in
Marketing Ltd [1971] 2 All ER 216; (1970)
115 SJ 171 381
Denny, Mott and Dickson Ltd v James B Fraser and
Co. Ltd [1944] AC 265; [1944] 1 All ER 678 405
Derry v Peek (1889) 14 App Cas 337 239, 242, 253, 571
Deutsche Morgan Grenfell Group plc v Inland
Revenue Commissioners [2006] UKHL 49 260
Dick Bentley Productions Ltd v Harold Smith
(Motors) Ltd [1965] 2 All ER 65; [1965]
1 WLR 623 131, 132
Dickinson v Dodds (1876) 2 Ch D 463 47
Dies v British and International Mining and Finance
Corporation [1939] 1 KB 724 456 –7
Dimmock v Hallett (1866) LR 2 Ch App 21 235
Director General of Fair Trading v First National
Bank plc [2001] 3 WLR 1297 (HL) 210, 212–14,
220, 222, 327
Domsalla (t/a Domsalla Building Services) v Dyason
[2007] All ER 255 211, 216–217
Donoghue v Stevenson [1932] AC 562 498
Downs v Chappell [1996] 3 All ER 344; [1997]
1 WLR 426 (CA) 237
Doyle v Olby (Ironmongers) Ltd [1969] 2 QB 158;

[1969] 2 WLR 673 248, 250, 251, 252
Doyle v White City Stadium [1935] 1 KB 110 100 –1
Drew v Nunn (1879) 4 QBD 661 544
Duffen v FRA BO SpA (1998) The Times, 15 June 454–5
Dunbar Bank plc v Nadeem and Another [1997]
2 All ER 253; [1998] 3 All ER 876 (CA) 306
Dungate v Dungate [1965] 3 All ER 818; [1965]
1 WLR 1477 64