Unilateral Contract in UK Law

Leading Cases
  • Mannai Investment Company Ltd v Eagle Star Life Assurance Company Ltd
    • House of Lords
    • 21 May 1997

    In determining the meaning of the language of a commercial contract, and unilateral contractual notices, the law therefore generally favours a commercially sensible construction. The reason for this approach is that a commercial construction is more likely to give effect to the intention of the parties. Words are therefore interpreted in the way in which a reasonable commercial person would construe them.

  • Habibsons Bank Ltd v Standard Chartered Bank (Hong Kong) Ltd
    • Court of Appeal (Civil Division)
    • 24 November 2010

    Although there has been some discussion in the authorities about the principles involved, there has hitherto been no real doubt that under English law a party to a contract may effectively give consent in the contract itself to a subsequent novation.

  • Gunton v Richmond-upon-Thames London Borough Council
    • Court of Appeal (Civil Division)
    • 03 July 1980

    If the only real redress is damages, how can its measure or scope be affected according to whether the contract is regarded as still subsisting or as at an end? To preserve the bare contractual relationship is an empty formality. The difference is fundamental, for there is no legal substitute for voluntary performance.

  • Statoil ASA v Louis Dreyfus Energy Services L P
    • Queen's Bench Division (Commercial Court)
    • 29 September 2008

    The general rule at common law is that if one party has made a mistake as to the terms of the contract and that mistake is known to the other party, then the contract is not binding. The reasoning is that although the parties appear, objectively, to have agreed terms, it is clear that they are not in agreement. Some of the cases talk of such a contract being “void”, but I think it is clearer to say that there was never a contract at all.

    None of the cases he cites at paragraph 455 of his judgment is authority for the existence of that jurisdiction. If there is no such jurisdiction in the case of a common mistake, I fear I am unable to see how, in logic, one can devise a rationale for an equitable jurisdiction in the case of a unilateral mistake, at least where there has been no misrepresentation by the other party.

  • Agip S.p.A. v Navigazione Alta Italia S.p.A. (Nai Genova, Nai Superba)
    • Court of Appeal (Civil Division)
    • 20 December 1983

    In all the various formulations of the relevant principle in the judgments in those cases, none of the members of the respective courts suggested that rectification can properly be granted on account of unilateral mistake unless the defendant had actual knowledgeof the existence of the plaintiff's mistake at the time when the contract was signed.

  • Autoclenz Ltd v Belcher and Others
    • Court of Appeal (Civil Division)
    • 13 October 2009

    Generally, if a party to a contract claims that a written term does not accurately reflect what was agreed between the parties, the allegation is that there was a continuing common intention to agree another term, which intention was outwardly manifested but, because of a mistake (usually a common mistake of the parties, but it can be a unilateral one) the contract inaccurately recorded what was agreed. If such a case is made out, a court may grant rectification of a contract.

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  • Requirements of Writing (Scotland) Act 1995
    • UK Non-devolved
    • January 01, 1995
    ...... of writing for certain matters and the formal validity of contractual and other documents and presumptions relating thereto; to abolish any ... shall not be required for the constitution of a contract, unilateral. obligation or trust. . (2) Subject to subsection (3) below, a written ......
  • Contracts (Rights of Third Parties) Act 1999
    • UK Non-devolved
    • January 01, 1999
    ......It does not, for. example, affect the terms of a construction contract which allow one. of the parties to that contract unilaterally to alter, or ‘vary’, the. details of the work; such a variation is not to the contract but only. to the work. . 13. Subsection (3) . ......
  • Contract (Scotland) Act 1997
    • UK Non-devolved
    • January 01, 1997
    ......An Act to reform the law of Scotland relating to the admissibility of extrinsic evidence to prove an additional term of a contract or unilateral voluntary obligation, to the supersession of a contract by a deed executed in implement of it and to the obtaining of damages for breach of contract ......
  • Finance Act 1965
    • UK Non-devolved
    • January 01, 1965
    ......or by any person acting in pursuance of a contract. with such an authority, for the purpose of installing or. maintaining ...(double taxation relief and unilateral relief), with Schedules 16. and 17 to that Act, for references to income ......
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Books & Journal Articles
  • Article 17 of the Fifa Regulations on the Status and Transfer of Players
    • Nbr. 22-2, April 2015
    • Maastricht Journal of European and Comparative Law
    Article 17 of the FIFA Regulations on the Status and Transfer of Players governs the consequences of a unilateral termination of a professional footballer's employment contract without just cause. ...
    ...... Articles13 to 18 of those Regu lations are aimed at securing contract st ability between a player and his club.  e Swiss-based Cou rt of ... t he  nancia l sum a player is liable for when unilateral ly terminating a contract under Ar ticle17 RSTP, the CAS is guided ......
  • The Formation of Public‐Private Partnerships: Lessons from Nine Transport Infrastructure Projects in The Netherlands
    • Nbr. 83-1, March 2005
    • Public Administration
    Despite high expectations, in The Netherlands the formation of public‐private partnerships (PPPs) in the field of transport infrastructure is stagnating. This article addresses the question of why ...
    ...... pattern shows ineffective market consultations followed by unilateral public planning, leading to stagnating contract negotiations. These ......
  • Rectifying the Course of Rectification
    • Nbr. 75-3, May 2012
    • The Modern Law Review
    In Daventry District Council v Daventry & District Housing Ltd [2011] EWCA Civ 1153, the majority of the Court of Appeal held that a contract should be rectified because of a common mistake. This n...
    ......] EWCA Civ 1153, the majority of the Court of Appeal held that a contract should be rectified because of a common mistake . This note discusses ... might help to distinguish common mistake rectification from unilateral mistak e rectification. INTRODUCTION In Chartbrook Ltd v Persimmon ......
    • Nbr. 16-4, October 1953
    • The Modern Law Review
    ...... usefulness as a negative test of the existence of a contractual obligation is familiar to all practising lawyers. The ... is con- cerned only with the unilateral contract-a promise for an act- and he contends that it ......
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Law Firm Commentaries
  • Contractual flexibility clauses must be clear and unambiguous to give an employer a right to make unilateral changes
    • LexBlog United Kingdom
    In the case of Norman and others v National Audit Office UKEAT/0276/14, the Employment Appeal Tribunal (“EAT”) confirmed that flexibility clauses in employment contracts which seek to give employer...
  • Changes To Loan Notes: Good Faith Not Implied
    • JD Supra United Kingdom
    In Dennis Edward Myers & anr v Kestrel Acquisitions Ltd & ors [2015] EWHC 916 (Ch), 31 March 2015, the High Court refused to imply an obligation of good faith into a term allowing modifications of ...
    ...... The debtor had contractual rights to modify the notes and there was nothing to suggest that any ... Kestrel made a number of unilateral amendments to the VLNs, subordinating them to further loan notes which ......
  • 2016 Summer Review: M&A legal developments
    • JD Supra United Kingdom
    We set out below a number of interesting English court decisions which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...
    ......The Court of Appeal has considered express contractual duties . to use all reasonable endeavours and to act in good faith. . ......
  • Mandatory Changes Proposed To UK Government Contracts' Data Privacy Terms
    • Mondaq UK
    ...The UK government has announced that it intends to write to all government contractors in order to make unilateral changes to all UK government contracts to comply with impending changes in EU data privacy law. It's not clear how the UK government intends to ......
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  • Chapter DT16751
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    .... . . Admissible for unilateral relief:. Income tax. Petroleum revenue tax (when charged as a result of a production sharing contract).. ......
  • Chapter EM6213
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    .... . . The guidance about contract settlements at EM6000+ only relates to direct tax. You must never include ... have begun formal recovery proceedings in such cases, and a unilateral suspension of collection by you could put those proceedings at risk. ......
  • Chapter DT16602
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    ......Admissible for unilateral relief. Income Tax. Note that, in some cases, Saudi Arabian tax may be ... to the Kingdom either FOB (free on board - that is where a contract of sale provides that the seller makes delivery as soon as goods are ......
  • Chapter INTM161120
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    ......TIOPA10/S9(7) provides that the limitation of unilateral relief to foreign tax on income arising in the foreign country is not to ... Yates v GCA International Ltd (64 TC37), where services under a contract were performed partly in Venezuela and partly in the UK, it was held that ......
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