Contract Terms in UK Law

Leading Cases
  • Trollope & Colls Ltd v North West Metropolitan Regional Hospital Board
    • House of Lords
    • 10 Abr 1973

    An unexpressed term can be implied if and only if the Court finds that the parties must have intended that term to form part of their contract: it is not enough for the Court to find that such a term would have been adopted by the parties as reasonable men if it had been suggested to them: it must have been a term that went without saying, a term necessary to give business efficacy to the contract, a term which, though tacit, formed part of the contract which the parties made for themselves.

  • Bell v Lever Bros Ltd
    • House of Lords
    • 15 Dic 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.

    "In the contemplation of both parties fundamental to the continued validity of the contract," "a foundation essential to its existence," "a fundamental reason for making it" are phrases found in the important judgment of Scrutton L.J. in the present case. Nothing is more dangerous than to allow oneself liberty to construct for the parties contracts which they have not in terms made by importing implications which would appear to make the contract more businesslike or more just.

  • 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.

  • Rainy Sky SA and Others v Kookmin Bank
    • Supreme Court
    • 02 Nov 2011

    If there are two possible constructions, the court is entitled to prefer the construction which is consistent with business common sense and to reject the other.

  • 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.

  • Davis Contractors Ltd v Fareham Urban District Council
    • House of Lords
    • 19 Abr 1956

    So perhaps it would be simpler to say at the outset that frustration occurs whenever the law recognises that without default of either party a contractual obligation has become incapable of being performed because the circumstances in which performance is called for would render it a thing radically different from that which was undertaken by the contract.

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