Formation of Contract in UK Law

Leading Cases
  • Trentham (G Percy) Ltd v Archital Luxfer Ltd
    • Court of Appeal (Civil Division)
    • 20 juillet 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 mars 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 juillet 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 avril 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.

  • Law v Jones
    • Court of Appeal (Civil Division)
    • 10 avril 1973

    But it is not, in my judgment, necessary that the note or memorandum should acknowledge the existence of a contract.

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Legislation
  • Sale of Goods Act 1893
    • UK Non-devolved
    • 1 janvier 1893
    ... ... and by the authority of the same, as follows: ... Formation of the Contract. PART I ... Formation of the Contract ... Contract ... ...
  • The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
    • UK Non-devolved
    • 1 janvier 2017
    ... ... contract of long-term insurance” means any contract falling within Part 2 of ... directors, nominee shareholders or shadow directors, or the formation of companies in a third country;F358(vii) there is a transaction related ... ...
  • Sale of Goods Act 1979
    • UK Non-devolved
    • 1 janvier 1979
    ... ... not contain such a reference, this Act applies in relation to the contract concerned without such modification of the section ... (5) Certain ... 9; S.I. 2015/1630, art. 3(g) (with art. 6(1)) ... Part II: Formation of the Contract ... Contract of sale ... 2: Contract of sale ... (1) A ... ...
  • Marriage (Same Sex Couples) Act 2013
    • UK Non-devolved
    • 1 janvier 2013
    ... ... not be compelled by any means (including by the enforcement of a contract or a statutory or other legal requirement) to—(a) undertake an opt-in ... of State in respect of the solemnization of marriages or formation of civil partnerships in a country or territory in which Her Majesty's ... ...
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Books & Journal Articles
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