Contract Formation in UK Law

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

  • Rose (F. E.) (London) v William H. Pim Jnr. & Company
    • Court of Appeal
    • 16 Jul 1953

    In order to got rectification, it is necessary to show that the parties were in complete agreement on the terms of their contract, but by an error wrote them down wrongly; and in this regard, in order to ascertain the terms of their contract, you do not look into the inner minds of the parties – into their intentions – any more than you do in the formation of any other contract.

  • Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd
    • Court of Appeal (Civil Division)
    • 12 Nov 1987

    The tendency of the English authorities has, I think, been to look at the nature of the transaction in question and the character of the parties to it; to consider what notice the party alleged to be bound was given of the particular condition said to bind him; and to resolve whether in all the circumstances it is fair to hold him bound by the condition in question.

  • Bell v Lever Bros Ltd
    • House of Lords
    • 15 Dec 1931

    A. would never have entered into the bargain if he had known the fact. They can be supported on the ground that it is of paramount importance that contracts should be observed: and that if parties honestly comply with the essentials of the formation of contratcs, i.e., agree in the same terms on the same subject matter, they are bound: and must rely on the stipulations of the contract for protection from the effect of facts unknown to them.

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

    (3) The fact that the transaction is executed rather than executory can be very relevant. 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. This may be so in both fully executed and partly executed transactions.

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

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Legislation
  • Sale of Goods Act 1979
    • UK Non-devolved
    • January 01, 1979
    ...... I . Contracts to Which Act Applies Part I . Contracts to Which Act Applies . S-1 . ...without such modification of the section. II . Formation of the Contract Part II . Formation of the Contract . Contract of sale . ......
  • Companies Act 2006
    • UK Non-devolved
    • January 01, 2006
    ...... 2 . Company formation Part 2 . Company formation . General General . S-7 . Method of forming ... . (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,. . . (b) payment of the costs, charges ......
  • Companies Act 1948
    • UK Non-devolved
    • January 01, 1948
    ......the company contracted before he ceases to be a member,. and of the costs, charges and expenses ...Court, and in Scotland by a solicitor, engaged in the. formation of the company, or by a person named in the. articles as a director or ......
  • The European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018
    • UK Non-devolved
    • January 01, 2018
    ......S-3 . In regulation 2(1)— in the definition of “the contract”, for.. . 3. In regulation 2(1)— . (a) in the definition of “the ... the particulars which must be included in the contract for the formation of a grouping pursuant to the first paragraph of Article 5 of the EC ......
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Books & Journal Articles
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Law Firm Commentaries
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