English Contract Law Basics — Formation & Doctrine

Last verified

The English common-law contract framework — formation, certainty, privity, form, vitiating factors, frustration, damages, e-signing under UK eIDAS.

English contract law is overwhelmingly judge-made. There is no civil code, no central statute restating the law of contract, and no equivalent of the German Bürgerliches Gesetzbuch or the French Code civil. The body of doctrine is built case by case, in the appellate jurisprudence of the High Court, the Court of Appeal, and the Supreme Court (formerly the House of Lords), with selective statutory intervention in the areas where Parliament has chosen to overlay the common law — the Misrepresentation Act 1967, the Unfair Contract Terms Act 1977, the Sale of Goods Act 1979, the Contracts (Rights of Third Parties) Act 1999, and the Consumer Rights Act 2015. The default rule is therefore that any contract question is answered first by the case law and only secondly by statute. This page is the cross-handbook reference for the doctrinal architecture of English contract law; see unfair contract terms for the UCTA 1977 and CRA 2015 Part 2 regimes, and standard boilerplate clauses for the drafting moves that route around the defaults.

A note on geography. The law described on this page is the law of England and Wales. Scotland operates a mixed civil/common-law system with material differences in formation doctrine and the law of obligations more broadly. Northern Ireland is closer to England and Wales but has distinct statute books in several places. The handbook flags Scottish and Northern Irish divergences where they bite; outside those flagged passages, “English law” should be read as the law of England and Wales.

Formation: The Four Elements

The orthodox English account of contract formation requires four elements: offer, acceptance, consideration, and intention to create legal relations. A fifth element — certainty of terms — is sometimes presented as a sixth requirement; it is more accurately a constraint that must be satisfied for the first four to bite. Each element is treated below.

Offer and Invitation to Treat

An offer is a clear expression of willingness to be bound on stated terms, made to the offeree and intended to be acted upon. An invitation to treat is the lesser act of inviting offers from others — a shop window, a price ticket, an advertisement of goods for sale at a stated price. The distinction matters because only an offer, on its acceptance, forms a contract; an invitation to treat does not.

The leading authority on shop displays is Pharmaceutical Society of Great Britain v Boots Cash Chemists (Southern) Ltd [1953] 1 QB 401, in which the Court of Appeal held that goods on display in a self-service pharmacy are an invitation to treat, not an offer; the customer’s act of placing them in the basket is the offer, which the cashier accepts (or rejects) at the till. The reasoning has obvious practical importance: a shopkeeper does not commit to selling every item on display to every customer.

For advertisements, the orthodox rule from Partridge v Crittenden [1968] 1 WLR 1204 is that a newspaper advertisement offering goods for sale (in that case, “Bramblefinch cocks, Bramblefinch hens, 25s each”) is an invitation to treat. Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 is the famous exception: a unilateral promise to pay £100 to any person who used the defendant’s smoke ball as directed and then contracted influenza was held to be a binding offer to the world, accepted by anyone who performed the stated conditions. Carlill remains the textbook starting point for unilateral contracts and for the proposition that a sufficiently specific advertisement of reward can be an offer; Partridge is the rule for ordinary commercial advertisements.

Acceptance and Communication

Acceptance must be an unequivocal assent to the terms of the offer, and it must be communicated to the offeror. Two well-worn doctrinal points dominate the field.

First, the postal acceptance rule — established in Adams v Lindsell (1818) 1 B & Ald 681 — deems acceptance by post effective on posting, not on receipt. The rule is anachronistic and has been narrowed over time: it applies only where post is a reasonable means of acceptance, only to acceptances (not revocations or counter-offers), and not where the offeror expressly stipulates receipt. The Supreme Court has shown no appetite to abolish the postal rule but has refused to extend it.

Second, instantaneous communication — telephone, telex, fax, email — is governed by the receipt rule. Entores Ltd v Miles Far East Corp [1955] 2 QB 327 (Denning LJ) held that a telexed acceptance is effective when and where received; Brinkibon Ltd v Stahag Stahl [1983] 2 AC 34 confirmed this for the modern era, with the gloss that for messages received outside business hours the effective time may be the next business day. Email acceptance follows the same logic: the contract is formed when the message is received in the offeror’s inbox (or, more accurately, in the offeror’s mail server in a state of readiness for retrieval).

The battle of the forms is the recurring commercial problem: the buyer sends a purchase order on its terms; the seller responds with an acknowledgement on its terms; the goods are delivered and accepted. Whose terms govern? The orthodox approach in Butler Machine Tool Co Ltd v Ex-Cell-O Corporation (England) Ltd [1979] 1 WLR 401 is the last-shot doctrine: a counter-offer kills the original offer, and the party whose document is the last to be sent before performance wins. Tekdata Interconnections Ltd v Amphenol Ltd [2009] EWCA Civ 1209 affirmed that the last-shot analysis is the starting point but accepted that the parties’ conduct can in principle displace it where the circumstances make clear that they intended different terms to apply. In practice, sophisticated commercial drafters address the problem by express anti-battle-of-forms clauses (“our terms shall apply notwithstanding any inconsistent terms in any purchase order or acknowledgement”) and by careful procurement workflow.

Consideration

Consideration is the central peculiarity of English contract formation. It does not exist in the German civil-law tradition; it does exist (in a different form) in American common law. The English rule, traceable to Currie v Misa (1875) LR 10 Ex 153, is that consideration consists of some “right, interest, profit, or benefit accruing to one party, or some forbearance, detriment, loss, or responsibility given, suffered, or undertaken by the other.” In plainer language: each party must give the other something of legal value as the price of the other’s promise.

Several doctrinal rules constrain what counts.

Consideration must move from the promisee: only the person who has provided consideration can sue on the promise. This rule is closely related to (but doctrinally distinct from) the doctrine of privity, considered below.

Past consideration is generally not good consideration: an act done before the promise was made cannot support it. Re McArdle [1951] Ch 669 is the orthodox illustration. The exception is Lampleigh v Brathwait (1615) Hob 105 / Pao On v Lau Yiu Long [1980] AC 614 — past consideration is sufficient where (a) the act was done at the promisor’s request, (b) the parties contemplated payment, and (c) the payment would have been legally enforceable had it been promised in advance.

Performance of an existing contractual duty is generally not good consideration for a fresh promise. The classic case (predating 1900) is Stilk v Myrick (1809) 2 Camp 317 — sailors who agreed to do the work of two deserting crewmates were held to have given no consideration for the captain’s promise of extra wages. The modern qualification is Williams v Roffey Bros & Nicholls (Contractors) Ltd [1991] 1 QB 1: where one party promises extra payment to secure performance and obtains a practical benefit from doing so (in Williams, the avoidance of penalty payments to a third party from the contracting party’s own clients), the practical benefit is sufficient consideration in the absence of duress.

Part-payment of a debt is not good consideration for the discharge of the whole — the rule in Pinnel’s Case (1602) 5 Co Rep 117a, restated in Foakes v Beer (1884) 9 App Cas 605. The principal qualification at common law is promissory estoppel: a promise to accept less, intended to be acted upon and so acted upon, may bar the promisor from going back on it, even though no consideration was given. Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130 (Denning J) is the foundational modern case — landlord promised reduced wartime rent, tenant relied on the promise, landlord later sought arrears for the reduced period and was estopped from recovering. Promissory estoppel is “a shield, not a sword” — it can defend an action on the original promise but cannot of itself found a new cause of action: Combe v Combe [1951] 2 KB 215.

Even with offer, acceptance, and consideration, there is no contract unless the parties intended to create legal relations. Two presumptions operate.

In commercial contexts, intention to create legal relations is presumed; the party asserting the absence of intention bears the burden. The presumption is strong but rebuttable, most often by an express honour clause stating that the agreement is “binding in honour only” and not enforceable at law — see Rose & Frank Co v JR Crompton & Bros Ltd [1923] 2 KB 261 (CA, affirmed [1925] AC 445). Letters of intent, comfort letters, and heads of terms can also rebut the presumption depending on their drafting and the parties’ subsequent conduct.

In social and domestic contexts, the opposite presumption operates: arrangements between family members or friends are presumed not to create legal relations unless the contrary is shown. Balfour v Balfour [1919] 2 KB 571 (husband’s promise of monthly allowance to wife — no contract); Merritt v Merritt [1970] 1 WLR 1211 (separated spouses’ written agreement on division of matrimonial home — binding contract).

Commercial cases addressing the presumption include Edwards v Skyways Ltd [1964] 1 WLR 349 — promise of an ex gratia payment to pilot on redundancy held legally binding because the surrounding commercial context (negotiated terms of redundancy) supported the inference of legal intention notwithstanding the word ex gratia. The lesson for drafters: if the parties want to keep an arrangement non-binding, they must say so clearly and consistently.

Certainty of Terms

A purported contract that is too vague to be performed cannot be enforced. Scammell and Nephew Ltd v HC and JG Ouston [1941] AC 251 is the classic illustration: agreement to buy a van “on hire-purchase terms” with no specification of those terms was too uncertain to constitute a contract. Walford v Miles [1992] 2 AC 128 confirms that an agreement to negotiate is not binding — there is no obligation in English law to negotiate in good faith — though the parties can impose subsidiary obligations (lock-out agreements) that are binding because they have clear content. Compass Group UK and Ireland Ltd v Mid Essex Hospital Services NHS Trust [2013] EWCA Civ 200 narrowed the role of any general good-faith doctrine in long-term commercial contracts: express good-faith clauses are enforceable on their precise terms, but English law continues to refuse to imply a general duty of good faith in the way that some civil-law systems do.

Privity and Third-Party Rights

The classical English doctrine of privity of contract confines the benefit and burden of a contract to its parties. Tweddle v Atkinson (1861) 1 B & S 393 (pre-1900 and discussed here in prose only) established that a third party for whose benefit a contract was made could not sue on it. Beswick v Beswick [1968] AC 58 modernised the position somewhat, by recognising that the executrix of the contracting party’s estate could enforce the promise in her representative capacity, but it did not abolish the privity rule.

The rule was substantially overhauled by the Contracts (Rights of Third Parties) Act 1999. Under s.1, a third party may enforce a term of a contract if either (a) the contract expressly so provides, or (b) the term purports to confer a benefit on the third party and on a proper construction of the contract the parties did not intend that the third party should not be able to enforce the term. The Act preserved an express contracting-out mechanism, and well-drafted commercial contracts now routinely exclude the Act in their boilerplate to avoid surprise third-party claims — see the standard clauses treatment of third-party-rights exclusions.

Form Requirements: The General Rule and the Exceptions

The general rule of English contract law is that no particular form is required. A contract may be oral, written, partly oral and partly written, evidenced by conduct, or formed by any combination — and it is just as binding on its terms whether it is sealed in a deed or scrawled on the back of a beer mat. Form requirements are exceptions, not the norm.

The exceptions are statutory and case-specific:

Guarantees — under s.4 of the Statute of Frauds 1677, a contract of guarantee (a promise to answer for the debt, default, or miscarriage of another person) is unenforceable unless evidenced in writing and signed by or on behalf of the guarantor. The provision has been narrowed by the Statute of Frauds Amendment Act 1828 (Lord Tenterden’s Act) and by judicial construction, but the writing requirement remains. Actionstrength Ltd v International Glass Engineering In.Gl.En SpA [2003] UKHL 17 confirmed that estoppel will not generally cure the absence of writing.

Land contracts — under s.2 of the Law of Property (Miscellaneous Provisions) Act 1989, a contract for the sale or other disposition of an interest in land must be in writing, must incorporate all the terms expressly agreed by the parties (in one document, or where contracts are exchanged in each), and must be signed by or on behalf of each party. Non-compliance renders the contract void, not merely unenforceable — a significant difference from the older Statute of Frauds regime.

Deeds — under s.1 of the Law of Property (Miscellaneous Provisions) Act 1989, a deed must be in writing, make clear on its face that it is intended to be a deed, be validly executed (signed by an individual in the presence of a witness who attests; or by a company in accordance with the Companies Act 2006 s.44), and be delivered. A deed binds without consideration and carries a 12-year limitation period (versus six years for a simple contract under the Limitation Act 1980).

Consumer credit agreements — regulated by the Consumer Credit Act 1974 and detailed regulations on form, content, and prescribed wording. Non-compliance can render the agreement unenforceable without a court order, or in some cases irredeemably unenforceable.

Other statutory writing or signing requirements — assignments of legal choses in action (Law of Property Act 1925 s.136); declarations of trust over land (LPA 1925 s.53(1)(b)); transfers of company shares (Stock Transfer Act 1963); marine insurance policies (Marine Insurance Act 1906 s.22).

Outside these categories, English contracts can be made in any form and routinely are.

Electronic Signatures and Electronic Execution

The default position in English contract law is that an electronic signature satisfies any signing requirement the law imposes, save where a specific statutory provision requires a particular form. The framework is provided by:

  • Section 7 of the Electronic Communications Act 2000, which makes an electronic signature incorporated into or logically associated with a particular electronic communication, or particular electronic data, admissible in evidence to prove the authenticity or integrity of that communication or data.
  • The Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 (SI 2016/696) — the UK implementation of the EU eIDAS Regulation, retained post-Brexit as “UK eIDAS”. The Regulations establish three tiers of electronic signature: simple electronic signature (anything from a typed name to a scanned signature), advanced electronic signature (uniquely linked to the signatory, capable of identifying them, created using means under the signatory’s sole control, linked to the data such that any change is detectable), and qualified electronic signature (an AES backed by a qualified certificate from a qualified trust service provider).
  • The Law Commission Report on Electronic Execution of Documents (2019), which confirmed that an electronic signature is capable in law of executing a document (including a deed) provided the signatory intends to authenticate the document and any other formalities (such as witnessing) are satisfied. The Industry Working Group on Electronic Execution of Documents, chaired by Lord Justice Fraser, published guidance in 2022 and 2023 elaborating the practical requirements.
  • HM Land Registry electronic signing — accepted for certain registrable dispositions since 2020 (witnessed electronic signatures, then qualified electronic signatures), with detailed practice guidance from HMLR.

The combined effect is that, for the vast majority of commercial contracts, an electronic signature — typed name, drawn signature, click-to-sign in DocuSign or Chaindoc — is legally effective without ceremony. The narrow exceptions (some property assurances, wills, certain statutory declarations) require attention but do not detract from the general rule. See legal strength of blockchain e-signatures for the evidentiary architecture that secures a particular signature against later challenge.

Capacity

Two categories of incapacity dominate the field. Minors (persons under 18) generally lack capacity to bind themselves contractually, except for contracts for necessaries (food, lodging, clothing) and beneficial contracts of service (apprenticeships and certain employment). The Minors’ Contracts Act 1987 regulates the consequences. Nash v Inman [1908] 2 KB 1 (referenced in prose only as outside the 1900 cut-off applied in our case database) is the textbook illustration: a tailor’s claim for waistcoats sold to a Cambridge undergraduate failed because the undergraduate already had adequate clothing — the goods were not “necessaries” within the doctrine.

Mental incapacity is governed by the Mental Capacity Act 2005, which sets out a functional test for capacity and detailed provisions for decision-making on behalf of those lacking capacity. A contract entered into by a person who lacked capacity is voidable where the other party knew or ought to have known of the incapacity; otherwise the contract stands subject to the necessaries exception under s.7 of the 2005 Act.

Corporations have capacity to enter into contracts within the scope of their constitutional documents; the ultra vires doctrine has been substantially abolished for companies registered under the Companies Acts (Companies Act 2006 s.39), though it survives for some statutory corporations and other entities.

Vitiating Factors: Misrepresentation, Mistake, Duress, Undue Influence

A contract apparently well-formed under the formation rules may nevertheless be unenforceable — or voidable — where the consent of one party was procured by some defect in the formation process. English law recognises five principal vitiating factors.

Misrepresentation

A pre-contractual statement of fact (or, since Hedley Byrne & Co Ltd v Heller & Partners Ltd [1964] AC 465, in some circumstances of opinion or future intention) made by one party to the other which is untrue and which induces the contract is a misrepresentation. Three categories:

  • Fraudulent misrepresentation — knowing or reckless falsehood. Recoverable as the tort of deceit (Derry v Peek (1889) 14 App Cas 337, pre-1900 and noted in prose only). Damages assessed on the tort measure (out-of-pocket loss including consequential losses).
  • Negligent misrepresentation — actionable under s.2(1) of the Misrepresentation Act 1967 (statutory ground) or under Hedley Byrne (common-law tort, requiring a “special relationship” between the parties). The statutory action under s.2(1) reverses the burden of proof: the misrepresentor must show that they had reasonable grounds to believe the statement was true.
  • Innocent misrepresentation — neither fraudulent nor negligent. Recoverable by rescission or, at the court’s discretion under s.2(2) of the 1967 Act, by damages in lieu of rescission.

Rescission is the primary remedy in all three cases. It is barred by affirmation, delay, third-party rights acquired bona fide for value, and (in cases of executed contracts) impossibility of restitution. The doctrine of uberrimae fidei (utmost good faith) requires affirmative disclosure in certain contracts — insurance contracts being the canonical example, regulated by the Insurance Act 2015.

The case (pre-1900) of Smith v Hughes (1871) LR 6 QB 597 is referenced in prose only and establishes the principle that mere non-disclosure is not misrepresentation; the courts adopt an objective approach to contractual meaning.

Mistake

The English law of mistake is narrower than its civil-law counterparts. Three principal categories:

  • Common mistake — both parties share a mistake about a fundamental fact. The contract is void at common law where the mistake is sufficiently fundamental that the contract becomes essentially different from what the parties supposed: Bell v Lever Brothers Ltd [1932] AC 161. Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd [2003] QB 679 (CA) overruled the wider equitable jurisdiction once thought to derive from Solle v Butcher [1950] 1 KB 671: there is no separate equitable doctrine permitting rescission for less-than-fundamental mistake. The bar is now high.
  • Mutual mistake — the parties are at cross-purposes; each is mistaken about what the other intended. The contract is void if a reasonable bystander could not say which party’s understanding was the more reasonable.
  • Unilateral mistake — one party mistaken; the other knows or ought to know. The contract is void where the mistake concerns the identity of the other contracting party (in particular contexts, e.g. Cundy v Lindsay (1878) 3 App Cas 459, pre-1900 prose only) or where the mistaken party would not have contracted on the terms it accepted and the other party knew of the mistake.

Duress

A contract procured by improper pressure is voidable. Physical duress (threat of violence) was the original category; economic duress, recognised in Pao On v Lau Yiu Long [1980] AC 614 and confirmed in Universe Tankships Inc of Monrovia v ITWF (The Universe Sentinel) [1983] 1 AC 366, requires (a) illegitimate pressure, (b) which was a significant cause of the victim’s entering into the contract, and (c) the absence of any reasonable practical alternative. The Supreme Court in Times Travel (UK) Ltd v Pakistan International Airlines Corp [2021] UKSC 40 confirmed that lawful-act economic duress is recognised only in highly exceptional cases, where the threat is in bad faith and the demand is unconscionable.

Undue Influence

A contract procured by the influence of a person in a position of trust or domination is voidable. Two categories: actual undue influence (proved on the facts) and presumed undue influence (where a relationship of trust gives rise to a rebuttable presumption — solicitor-client, doctor-patient, parent-child, religious adviser-disciple, but not, presumptively, husband-wife). Royal Bank of Scotland plc v Etridge (No 2) [2002] UKHL 44 is the leading modern authority, setting out the duties of a lender taking security from a non-debtor and the steps required to insulate the lender from a constructive notice of undue influence (independent legal advice, with documentary record).

Illegality and Public Policy

A contract whose purpose or performance is illegal is unenforceable. The traditional rule was a strict bar (ex turpi causa non oritur actio), but the Supreme Court in Patel v Mirza [2016] UKSC 42 replaced the rule-of-thumb tests with a multi-factor analysis: (a) the purpose of the prohibition, (b) any other public policies relevant to the issue, and (c) proportionality. The decision permits courts to deny relief where doing so is genuinely consistent with the rationale of the prohibition, and to grant relief where denial would be disproportionate.

Restraint of trade is the most heavily litigated category in this area: an agreement that restricts an employee’s or a vendor’s freedom to trade is unenforceable unless reasonable in scope, duration, and geographic reach by reference to the legitimate interests of the protected party — see restrictive covenants and Tillman v Egon Zehnder Ltd [2019] UKSC 32.

Discharge: Performance, Breach, Frustration

A contract is discharged most commonly by performance — both parties have done what they undertook to do. It may also be discharged by agreement (a fresh contract releasing the parties from the original obligations; or a variation by deed; or an accord and satisfaction supported by consideration), by breach (where a sufficiently serious breach allows the innocent party to terminate), or by frustration.

Frustration

The doctrine of frustration discharges a contract where, after its formation, performance becomes impossible, illegal, or radically different from what the parties contemplated, without fault of either party. Davis Contractors Ltd v Fareham UDC [1956] AC 696 (Lord Radcliffe) set out the modern test: frustration occurs where “the circumstances in which performance is called for would render it a thing radically different from that which was undertaken by the contract.” National Carriers Ltd v Panalpina (Northern) Ltd [1981] AC 675 confirmed that the doctrine applies in principle to leases, though the bar is high in practice.

The consequences are governed by the Law Reform (Frustrated Contracts) Act 1943. Money paid before frustration is recoverable, subject to a court’s discretion to award the recipient a sum representing expenses incurred. Where a party has obtained a valuable benefit before frustration (other than money), the recipient may be required to pay a “just sum” for it. The Act displaces the common-law all-or-nothing rule and provides a flexible restitutionary framework.

Frustration must be distinguished from force majeure — English law has no implied force-majeure doctrine, and a force-majeure clause is required if the parties want to provide for events less drastic than frustration. See the standard clauses discussion of force majeure.

Remedies: Damages and Specific Performance

Damages

The primary remedy for breach of contract in English law is an award of damages, measured by the expectation of the innocent party — the sum that would put the innocent party in the position they would have been in had the contract been performed. Robinson v Harman (1848) 1 Ex 850 (pre-1900, in prose only) established the principle.

Two key constraints. Remoteness under Hadley v Baxendale (1854) 9 Exch 341 (pre-1900, prose only) limits recovery to losses that arise naturally from the breach, or that were in the reasonable contemplation of the parties at the time of contracting as a probable result. The rule was reformulated and tightened in Transfield Shipping Inc v Mercator Shipping Inc (The Achilleas) [2008] UKHL 48, which introduced the question whether the defendant assumed responsibility for the type of loss claimed — though the breadth of The Achilleas has been narrowed in subsequent decisions.

Mitigation requires the innocent party to take reasonable steps to minimise the loss; failure to do so reduces the recoverable damages, though it does not preclude recovery altogether.

Particular heads of loss require careful treatment. Loss of amenity was recognised in Ruxley Electronics and Construction Ltd v Forsyth [1996] AC 344 — a contract to build a swimming pool to a specified depth was breached; the cost of cure (rebuilding) was disproportionate to the breach, but damages of £2,500 for loss of amenity were upheld. Consequential or indirect loss is given a narrow English meaning following Hotel Services Ltd v Hilton International Hotels (UK) Ltd [2000] 1 All ER (Comm) 750 — see the discussion in unfair contract terms and in standard clauses.

Specific Performance and Injunctions

Equitable remedies — specific performance, injunctions, rectification, rescission — are discretionary and ancillary to the common-law remedy of damages. Specific performance is generally not available where damages are an adequate remedy, where the contract involves the provision of personal services (the court will not compel an employee to work or an employer to retain an employee), or where supervision of performance would be unduly burdensome. It is most commonly granted for the sale of land (each parcel of land being unique by definition) and for sale of unique goods.

Interpretation

The modern English approach to contractual interpretation is the unitary approach articulated by the Supreme Court in Wood v Capita Insurance Services Ltd [2017] UKSC 24, refining the earlier statements in Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896 and Rainy Sky SA v Kookmin Bank [2011] UKSC 50. The court ascertains the meaning that the contract would convey to a reasonable person having all the background knowledge reasonably available to the parties at the time of the contract. The weight to be given to textualism versus contextualism varies with the type of contract — a sophisticated commercial contract negotiated between legally advised parties calls for a more textual approach; a contract concluded by parties without professional advice may bear more weight on context.

Bibliography

Statutes (legislation.gov.uk)

Case law (bailii.org / supremecourt.uk)

  • Pharmaceutical Society of GB v Boots Cash Chemists [1953] 1 QB 401
  • Partridge v Crittenden [1968] 1 WLR 1204
  • Entores v Miles Far East Corp [1955] 2 QB 327
  • Brinkibon v Stahag Stahl [1983] 2 AC 34
  • Butler Machine Tool v Ex-Cell-O Corp [1979] 1 WLR 401
  • Tekdata Interconnections v Amphenol Ltd [2009] EWCA Civ 1209
  • Re McArdle [1951] Ch 669
  • Pao On v Lau Yiu Long [1980] AC 614
  • Williams v Roffey Bros & Nicholls (Contractors) Ltd [1991] 1 QB 1
  • Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130
  • Combe v Combe [1951] 2 KB 215
  • Foakes v Beer (1884) 9 App Cas 605
  • Edwards v Skyways Ltd [1964] 1 WLR 349
  • Rose & Frank Co v JR Crompton & Bros Ltd [1923] 2 KB 261
  • Balfour v Balfour [1919] 2 KB 571
  • Merritt v Merritt [1970] 1 WLR 1211
  • Scammell and Nephew v Ouston [1941] AC 251
  • Walford v Miles [1992] 2 AC 128
  • Compass Group v Mid Essex Hospital [2013] EWCA Civ 200
  • Beswick v Beswick [1968] AC 58
  • Hedley Byrne & Co v Heller & Partners [1964] AC 465
  • Bell v Lever Brothers [1932] AC 161
  • Great Peace Shipping v Tsavliris Salvage [2003] QB 679
  • Universe Tankships v ITWF (The Universe Sentinel) [1983] 1 AC 366
  • Times Travel (UK) v Pakistan International Airlines [2021] UKSC 40
  • Royal Bank of Scotland v Etridge (No 2) [2002] UKHL 44
  • Patel v Mirza [2016] UKSC 42
  • Davis Contractors v Fareham UDC [1956] AC 696
  • National Carriers v Panalpina [1981] AC 675
  • Transfield Shipping v Mercator Shipping (The Achilleas) [2008] UKHL 48
  • Ruxley Electronics v Forsyth [1996] AC 344
  • Investors Compensation Scheme v West Bromwich BS [1998] 1 WLR 896
  • Rainy Sky v Kookmin Bank [2011] UKSC 50
  • Wood v Capita Insurance Services [2017] UKSC 24
  • Actionstrength v International Glass Engineering [2003] UKHL 17

Reports

Cross-references

Disclaimer: This content is informational, not legal advice. Last verified: 2026-05-11. Always consult a solicitor admitted to practise in England and Wales for binding decisions.

Further Reading