Formation of Contract in UK Law

Leading Cases
  • Trentham (G Percy) Ltd v Archital Luxfer Ltd
    • Court of Appeal (Civil Division)
    • 20 Julho 1992

    The fact that the transaction was performed on both sides will often make it unrealistic to argue that there was no intention to enter into legal relations. It will often make it difficult to submit that the contract is void for vagueness or uncertainty. Specifically, the fact that the transaction is executed makes it easier to imply a term resolving any uncertainty, or, alternatively, it may make it possible to treat a matter not finalised in negotiations as inessential.

    One must not lose sight of the commercial character of the transaction. It is not a case where there was a continuing stipulation that a contract would only come into existence if a written agreement was concluded. But I am, in any event, satisfied that in this fully executed transaction a contract came into existence during performance even if it cannot be precisely analysed in terms of offer and acceptance.

  • Whitworth Street Estates (Manchester) Ltd v James Miller and Partners Ltd
    • House of Lords
    • 03 Março 1970

    I must say that I had thought that it is now well settled that it is not legitimate to use as an aid in the construction of the contract anything which the parties said or did after it was made. Otherwise one might have the result that a contract meant one thing the day it was signed, but by reason of subsequent events meant something different a month or a year later.

    In my opinion, once it was seen that the parties had made no express choice of law, the correct course was to ascertain from all relevant contemporary circumstances including, but not limited to, what the parties said or did at the time, what intention ought to be imputed to them on the formation of the contract. Unless it were to found an estoppel or a subsequent agreement, I do not think that subsequent conduct can be relevant to this question.

  • RTS Flexible Systems Ltd v Molkerei Alois Muller GmbH & Company KG
    • Supreme Court
    • 21 Julho 2010

    Whether there is a binding contract between the parties and, if so, upon what terms depends upon what they have agreed. It depends not upon their subjective state of mind, but upon a consideration of what was communicated between them by words or conduct, and whether that leads objectively to a conclusion that they intended to create legal relations and had agreed upon all the terms which they regarded or the law requires as essential for the formation of legally binding relations.

  • Wickman Machine Tool Sales Ltd v L. Schuler A.G.
    • House of Lords
    • 04 Abril 1973

    The fact that a particular construction leads to a very unreasonable result must be a relevant consideration. The more unreasonable the result the more unlikely it is that the parties can have intended it, and if they do intend it the more necessary it is that they shall make that intention abundantly clear.

  • Crabb v Arun District Council
    • Court of Appeal (Civil Division)
    • 23 Julho 1975

    If I may expand that, Lord Cairns said: "It is the first principle upon which all Courts of Equity proceed", that it will prevent a person from insisting on his strict legal rights — whether arising under a contract, or on his title deeds, or by statute — when it would be inequitable for him to do so having regard to the dealings which have taken place between the parties, see Hughes v. Metropolitan Railway (1877) 2 A.C. at page 448.

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Legislation
  • Sale of Goods Act 1979
    • UK Non-devolved
    • 01 de Janeiro de 1979
    ......reference, this Act applies in relation to the contract concerned. without such modification of the section. II . Formation of ......
  • The Insolvency (England and Wales) Rules 2016
    • UK Non-devolved
    • 01 de Janeiro de 2016
    ...... director of, or to take part or be concerned in the promotion, formation or management of a company by a person— . (a) in relation to whom a ... (b) fixing the manner of sale (whether by contract conditional on the court's approval, private treaty, public auction, or ......
  • Companies Act 1900
    • UK Non-devolved
    • 01 de Janeiro de 1900
    ......engaged in the formation of the company or by a person named in. the articles of association as a ...filed with the registrar a contract in writing to take from the. company and pay for his qualification shares ......
  • Trade Union Act 1984
    • UK Non-devolved
    • 01 de Janeiro de 1984
    ...... .   . ( b . ) not more than one year has elapsed since its formation. . (6) In subsection (5) above ‘formed’ includes formed by. ...time when, in accordance with his contract of employment,. he is required to be at work. . (2) For the purposes of ......
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Books & Journal Articles
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Law Firm Commentaries
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Forms
  • Chapter ESM2185
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    ...... must keep and preserve the records it needs to complete the in-formation return. These records have to be kept for not less than three years after ... to workers who they supplied under, or in consequence of, their contract with an end client. These records will typically include:. Who was paid. ......
  • Chapter OT05321
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    ...... before the NDD to allow for the market structure element in a contract between the date it is agreed and the date of delivery. 14 to 21 days is a ... 81 and 119; “Oil Markets & Prices-The Brent Market and The Formation of World Oil Prices” by Paul Horsnell & Robert Mabro .pub Oxford ......
  • Chapter CFM53120
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    .... . . Formation of European company by merger and business transfers. The European Mergers ... of the merger of the rights and liabilities under the derivative contract is disregarded, except for. determining the exchange gains and losses to ......
  • Chapter ESM3520
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    • HM Revenue & Customs
    ......The (often compulsory) provision of an engagement contract, dictating /determining the terms under which the worker provides their ... Managing company formation and set up. If such an activity is undertaken at the request of the client ......
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