This module considers the role of contract law in providing a basis for commercial and individual transactions. The nature of a legally enforceable agreement and the issues and controversies which arise in this regard will be explored and discussed. The course will focus on the nature of a contract in English Law, the vitiating factors which may affect it and the effects of a breach of its terms. The distinctions between common law and equity in this respect and in respect of quasi-contracts will be explored The ethical values, philosophical principles and practical implications relating to the enforceability of contracts will be explored. The increasing importance of European law will be shown and comparisons made with contract law in other jurisdictions. The students will also have the opportunity to explore the difficulties of harmonisation in this area. 

Thus, the module aims to provide students with an understanding of the English law of contract in context as well as an appreciation of the philosophical and ethical concepts which have influenced the development of contract law. 

Students will address such questions as:

• What is a legally enforceable agreement?
• What is in the nature of a binding promise?
• How are contracts enforced?
• What terms can be implied into a contract?
• What happens when the terms of contracts are breached?
• What sort of terms and/or agreements cannot be enforced?
• What difficulties may arise with contract involving more than one jurisdiction?

At the end of the module, students should be able to:

• Demonstrate a systematic understanding of the nature and operation of the English law of contract in context and of the ethical, philosophical and political influences on English contract law;
• Demonstrate a conceptual understanding of offer, acceptance, consideration and intention to create legal relationships;
• Demonstrate a critical awareness of how the interpretation of contractual terms affects the enforcement of the agreement;
• Analyse critically the impact of consumer protection law, particularly in relation to exclusion and limitation provisions;
• Discuss critically the factors which may render a contract void or voidable, the factors which lead to the termination of a contract and the practical consequences and remedies which may then arise;
• Demonstrate an understanding of remoteness and measure of damages in relation to breach of contract;
• Identify common law provisions and remedies distinguish them from those arising under equity;
• Demonstrate a critical awareness of how English law compares with that of other jurisdictions and of the difficulties of harmonisation;
• Apply acquired knowledge to complex problems, demonstrating both self-direction and originality in tackling and solving such problems and a critical awareness of current issues and new insights in contract law;
• Deal with complex issues both systematically and creatively, make sound judgements in the absence of complete data and communicate conclusions clearly to specialist and non-specialist audiences;
• Demonstrate a conceptual understanding that enables the student to evaluate critically current research and advanced scholarship in contract law.

Lectures 

• The nature of contract and the philosophical and ethical concepts underpinning contractual laws.  
• Offer
• Revocation and termination of offers
• Acceptance
• Consideration
• Promissory estoppel
• Intention to create legal relationships
• The classification of terms and representations
• Implied terms at common law and by statutes
• Exemption clauses at common law
• Unfair Contract Terms Act 1977
• Unfair Terms in Consumer Regulations 1994
• Capacity
• Mistake at common law
• Mistake at equity
• Non est factum
• The nature and types of misrepresentation
• Remedies in misrepresentation
• Physical and economic duress
• Undue influence
• Illegality and public policy
• Termination by performance and agreement
• Termination by breach
• The doctrine of frustration
• Remedies for breach of contract at common law and equity
• Remoteness of damage
• Measure of damage
• Quasi-contractual remedies
• Third party rights and privity of contract
• Relevant European and international provisions
• Comparisons with contract law in other jurisdictions

Seminars

• Run once, throughout the year 
• 2½ hours per week (1 two-hour lecture weekly and a seminar fortnightly)

The method of teaching is by lectures and seminars.  The lectures will introduce the students to the subject areas and provide an overview to enable students to understand the basic principles and underlying concepts.  The seminars will delve deeper into the complexities of the subject and consider key principles and theories of the law of contract, make comparisons with other jurisdictions, and analyse contractual situations.  Students will be provided with preliminary reading references but will be expected to undertake additional independent research into the subject.  During seminars students will be expected to demonstrate their ability to apply that research to discuss given legal problems, to demonstrate self-direction and originality in tackling and proposing solutions to such problems, and to evaluate critically current research and advanced scholarship in relevant areas.  Each student will be given at least one opportunity during the year to prepare and deliver a presentation on a set topic during a seminar session, and to respond to questions raised by other seminar participants on the topic.  This presentation will be formatively assessed by the seminar leader and feedback given to the student on his/her performance.

Expected purchase:

Treitel The Law of Contract (Thomson Sweet & Maxwell 12^th edition 2007)  

Background Reading :

Adams and Brownsword Understanding Contract Law (Sweet & Maxwell 3^rd ed. 2000) 
Beatson Anson’s Law of Contract (O.U.P. 2002) 
Beale Bishop and Furmstone Contract – Cases & Materials (Butterworths 4^th ed. 2001) 
Beale Bishop Law of Contract (Butterworths 14^th ed. 2001) 
Chen-Wishart Contract Law (O.U.P. 2005) 
Cheshire , Fifoot and Furmston Law of Contract (Butterworths, 2001)
Halson Contract law (Longman, 2001) 
Koffman and Macdonald The Law of Contract (Tolley Publishing, 2004) 
McKendrick Contract Law Text, Cases and Materials (O.U.P. 2005) 
McKendrick Contract Law (Palgrave Palgrave 2007 
O’Sullivan & Hilliard The Law of Contract (O.U.P. 2004) 
Poole Contract Law (O.U.P. 7^th ed. 2004) 
Upex Davies on Contract (Sweet & Maxwell 4^th ed. 2004) 
Wightman Contract: a Critical Commentary (Pluto 1996)  

Reference only:

McKendrick Sweet & Maxwell’s Contract, Tort & Restitution Statutes 2003/2004 (Sweet & Maxwell 2003)

Academic journals:

Business Law Review 
Cambridge Law Journal 
Contract Journal 
Information and Communications Technology Law 
International Business Law Journal 
Journal of Business Law 
Journal of Information, Law and Technology 
King’s College Law Journal 
Lloyd’s Maritime and Commercial Law Quarterly 
Modern Law Review 
Oxford Journal of Legal Studies 
Statute Law Review  
Shipping and Trade Law