Variation of Contract in UK Law

Leading Cases
  • Globe Motors, Inc. (a corporation incorporated in Delaware, USA) and Others v TRW Lucas Varity Electric Steering Ltd (First Defendant/Appellant) TRW Ltd (Second Defendant)
    • Court of Appeal
    • 20 Apr 2016

    The second is that, as seen from the Carewatch Care Services case, an implication of a duty of good faith will only be possible where the language of the contract, viewed against its context, permits it. It is thus not a reflection of a special rule of interpretation for this category of contract.

    At the conclusion of that trial, Steel J held that, notwithstanding the clause, the conditions in the contract in that case had been varied by the oral agreement: see [2004] EWHC 244 (Comm).

    Difficulties of proof may arise whenever it is claimed that a contract has been made orally or by the conduct of the parties, and the facts have to be determined by the trial judge from the evidence given by the parties and their witnesses.

    As between the approaches in the two cases, the considerations of principle to which I have referred lead me to prefer the approach in the World Online Telecom case which recognised that in principle a contract containing a clause that any variation of it be in writing can be varied by an oral agreement or by conduct.

    The governing principle, in my view, is that of party autonomy. The parties are therefore free to include terms regulating the manner in which the contract can be varied, but just as they can create obligations at will, so also can they discharge or vary them, at any rate where to do so would not affect the rights of third parties. If there is an analogy with the position of Parliament, it is in the principle that Parliament cannot bind its successors.

    • Queen's Bench Division (Administrative Court)
    • 28 Nov 2003

    Since the court in judicial review proceedings may not substitute its own answer to that question for that of the local planning authority, the question in relation to an application for judicial review in respect of a local authority's decision under section 106A(1)(a) is whether a reasonable local planning authority could have concluded that the obligation still served a useful planning purpose.

  • Alstom Transport v Eurostar International Ltd and Another
    • Chancery Division
    • 13 Jul 2011

    It is clear to me that a notice of a qualification scheme is capable of being a notice required to be given for the purposes of the first ground, and no-one disputes that such a notice was given in this case. So the central question in this case is whether it is right (or sufficiently arguably right to prevent striking out) that the alteration of the contract makes that notice irrelevant, with the effect that a relevant notice was in fact not given.

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