Table of contents for The law of contract / Laurence Koffman, Elizabeth Macdonald.

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Outline contents
Preface to the sixth edition	v
Preface to the first edition	vii
Table of statutes	xxiii
Table of European legislation	xxv
Table of cases	xxvii
1Introduction to the study of contract law1
2Formation of the contract8
3Certainty and completeness47
4Consideration56
5Promissory estoppel82
6Intention to create legal relations96
7Express and implied terms109
8Contingencies, classification of terms, and entire contracts134
9Exemption clauses161
10Exemption clauses and the Unfair Contract Terms Act 1977209
11Unfair terms in Consumer Contracts Regulations 1999257
12Mistake298
13Misrepresentation333
14Duress and undue influence375
15Illegality406
16Unconscionability and unfairness444
17Capacity466
18Privity and third party rights475
19Performance and breach503
20The doctrine of frustration517
21Remedies546
22An outline of the law of restitution617
Detailed contents
Preface to the sixth edition	v
Preface to the first edition	vii
Table of statutes	xxiii
Table of European legislation	xxv
Table of cases	xxvii
Chapter 1 Introduction to the study of contract law
What is a contract?	1
The law of contract	2
'Freedom of contract'	4
Inequality of bargaining power	5
A European law of contract?	6
Chapter 2 Formation of the contract
The need for agreement	8
Offer and acceptance--the traditional approach	10
Offer	11
Offer or invitation to treat?	11
Offer or invitation to treat: practical examples	15
Acceptance	22
Acceptance by conduct	23
'Battle of the forms'	25
Communication of acceptance	27
Is knowledge of the offer required?	36
Acceptance in unilateral contracts	37
Termination of offers	38
Revocation (or withdrawal)	39
Rejection	40
Lapse of time	41
Where the offer is conditional	41
Death	41
Offer and acceptance--a critical view of the traditional approach	42
Contracts imposed by the courts	44
Chapter 3 Certainty and completeness
Introduction	47
The need for certainty	48
Is there a complete contract?	50
Conclusion	53
Formalities	54
Chapter 4 Consideration
Introduction	56
Can consideration be defined?	57
Consideration must not be past	59
Instances where consideration is not past	61
Consideration must move from the promisee	63
Must the consideration be adequate?	64
Adequacy of consideration: the general rule	66
Forbearance to sue and compromise as consideration	69
Performance of a legal duty as consideration	70
Public duty imposed by law	70
Performance of a duty owed to promisor	72
Performance of a duty owed to a third party	76
Part payment of a debt	77
Limitations on the rule in Foakes v Beer	80
The equitable approach	81
Chapter 5 Promissory estoppel
Introduction	82
Development of the doctrine	83
Scope of the doctrine	87
The doctrine does not create a cause of action	87
Does it merely suspend rights?	88
Other limitations on the doctrine of promissory estoppel	90
Reliance	91
Conclusion	93
Chapter 6 Intention to create legal relations
Introduction	96
Social and domestic agreements	97
Commercial agreements	101
'Letters of comfort'	104
Collective agreements	105
Other instances where contractual intention is relevant	106
Conclusion	108
Chapter 7 Express and implied terms
Introduction	109
Express terms	109
Introduction	109
Representations and terms	110
The parol evidence rule	115
Collateral contracts	116
Implied terms	118
Introduction	118
Terms implied in fact	118
Terms implied in law	124
Terms implied by custom	132
Express contradictory terms and the Unfair Contract Terms Act 1977	133
Chapter 8 Contingencies, classification of terms, and entire contracts
Contingent conditions	134
Conditions precedent-- non-promissory	134
Conditions precedent--promissory	137
Concurrent conditions	137
Conditions subsequent	138
Contingent promissory conditions and the order of performance	138
Promissory conditions--terminology	139
Distinguishing conditions, warranties, and innominate terms	139
Introduction	139
The test	140
Recognition of the innominate term	142
Flexibility--the benefit of the innominate term classification	143
Conditions and the benefit of certainty	147
Classification of terms not expressly labelled by the parties	148
Express conditions and stated consequences	152
Entire contracts	156
Chapter 9 Exemption clauses
Introduction	161
Definitions	161
Standard form contracts	163
Three basic questions	164
Exemption clauses and third parties	164
Incorporation	164
Introduction	164
Signature	166
Notice	170
Consistent course of dealing	178
Construction	185
Introduction	185
Basic approach	188
Liability for negligence	190
Limitation of liability	197
Inconsistent terms	199
Fundamental breach	201
'Peas and beans'; main purpose of the contract; four corners rule	202
Exemption clauses and third parties	204
Introduction	204
Common law devices	204
Contracts (Rights of Third Parties) Act 1999	206
Further developments	207
Chapter 10 Exemption clauses and the Unfair Contract Terms Act 1977
Introduction	209
Basic structure of UCTA 1977	210
Introduction	210
Exemption clauses within the operation of the Act	211
The active sections	212
Negligence	212
Contracts where one party 'deals as consumer' or on the other's 'written standard terms of business' (s 3)	213
Goods (ss 6 and 7)	222
Indemnities by consumers (s 4)	224
'Guarantee' of consumer goods (s 5)	225
Two contracts (s 10)	226
Conclusion	227
Definitions	227
'Deals as consumer' (s 12)	227
The requirement of reasonableness (s 11)	234
Exemption clauses (s 13)	253
Chapter 11 Unfair terms in Consumer Contracts Regulations 1999
Introduction	257
Significance	257
EC background	259
Basic scope of the Regulations	260
Contrasts with the Unfair Contract Terms Act 1977	261
Scope of the chapter	262
'Consumer'	262
'Seller or supplier'	264
Terms not individually negotiated	265
The 'core' exclusion	266
Unfair terms	271
Significant imbalance	273
The requirement of good faith	278
Factors	281
Proposals of the Law Commissions (Unfair Terms in Contracts Law Commission No 292; Scottish Law Commission Discussion Paper No 199)	282
The list and types of unfair terms	283
Exemption clauses	287
Penalty and related clauses	289
Seller/supplier's discretion	290
Plain, intelligible language--interpreting the terms	291
Meaning	292
Requirement?	293
Interpretation	294
Enforcement	295
Chapter 12 Mistake
Introduction	298
Narrow view of mistake in contract law	299
Agreement mistake	300
Mistake as to identity	300
Identity or attributes?	302
Parties dealing face to face	305
Agreement mistake in equity	314
Common mistake	316
Performability mistake (or 'initial impossibility')	316
Mistake as to existence of subject matter	316
Mistake as to 'quality' of subject matter	319
Documents signed by mistake	329
Chapter 13 Misrepresentation
Introduction	333
What constitutes an operative misrepresentation?	334
The misrepresentation	335
When is a misrepresentation operative?	342
Damages and types of misrepresentation	347
Fraudulent misrepresentations	348
Negligent misstatements	351
Misrepresentation Act 1967, s 2(1)	352
Innocent misrepresentation	357
Rescission	358
Indemnity	360
The bars to rescission	361
Third party rights--the bona fide third party purchaser	363
Affirmation	364
Lapse of time	365
Misrepresentation Act 1967, s 2(2)	365
Exemption clauses and misrepresentations	369
Chapter 14 Duress and undue influence
Introduction	375
Duress	375
Introduction	375
The test for the existence of duress	377
Is the duress operative?	388
Rescission	389
Undue influence	389
Introduction	389
Actual undue influence	390
Presumed undue influence	392
Undue influence and third parties	400
Chapter 15 Illegality
Introduction	406
Void contracts	407
Contracts in restraint of trade	407
Other contracts void at common law on grounds of public policy	422
Illegal contracts	425
Contracts to commit an unlawful act	426
Contracts promoting sexual immorality	427
Contracts prejudicial to the interests of the state	429
Contracts prejudicial to the administration of justice	430
Contracts promoting corruption in public life	431
The effects of impropriety and illegality	431
Void contracts	431
Illegal contracts	432
Some general principles	435
Illegal performance of lawful contracts	442
Proposals for reform	442
Chapter 16 Unconscionability and unfairness
Introduction	444
Examples of judicial intervention to prevent unfairness	446
A general doctrine of unconscionability?	453
Examples of legislative intervention	461
Other jurisdictions: the United States example	463
Chapter 17 Capacity
Minors	466
Necessaries	467
Employment and analogous contracts	469
Voidable contracts	470
Ratification	471
Restitution--from the minor	471
Tort	472
Guarantees of contracts made by a minor	472
Mental incapacity and intoxication	472
Companies created under the Companies Acts	474
Chapter 18 Privity and third party rights
Introduction	475
Further development of the doctrine	477
Reform of the law and C(RTP)A 1999	480
Conferring a third party right	482
Varying or cancelling the agreement	484
Defences	486
Other provisions of C(RTP)A 1999	486
Other statutory exceptions	489
Action brought by the promisee	489
Circumventions of, and exceptions to, the doctrine	493
Collateral contracts	494
Trust of a promise	495
Assignment	497
Agency	498
Privity and the doctrine of consideration	499
Conclusion	501
Chapter 19 Performance and breach
Performance	503
Discharge by performance and agreement	503
Order of performance and independent obligations	504
Entire contracts	505
Breach	505
Termination for breach	506
Anticipatory breach	508
Chapter 20 The doctrine of frustration
Introduction: initial and subsequent impossibility	517
Development of the doctrine of frustration	519
A narrower interpretation of frustation	522
Scope of the doctrine	525
Leases	525
Illegality	526
Impossibility: destruction of subject matter	527
Impossibility: sale of goods	528
Impossibility: death or illness	529
Impossibility: due to unavailability	530
Impossibility: not just financial hardship	531
Effect of express provision for frustrating event	533
Frustration does not apply to foreseeable events	534
Frustration cannot be 'self-induced'	535
Effects of the doctrine	538
The Law Reform (Frustrated Contracts) Act 1943	541
General	541
The main changes introduced by the Act	541
Chapter 21 Remedies
Introduction	546
Damages	547
Expectation loss	547
Reliance loss	553
Restitution	557
Damages for mental distress	565
Remoteness of damage	572
Causation	579
Mitigation	580
Taxation	585
Contributory negligence	585
Penalties, liquidated damages, advance payments and forfeiture	586
Action for an agreed sum	598
Specific performance and injunctions	598
Specific performance	598
Injunctions	616
Chapter 22 An outline of the law of restitution
Background	617
Basic questions	618
Enrichment 	619
At the expense of the plaintiff	622
Is the enrichment 'unjust'?	623
Defences	624
Other matters	625

Library of Congress Subject Headings for this publication:

Contracts -- England.
Contracts -- Wales.