Ewan McKendrick’s “Contract Law: Text, Cases, and Materials” (2022) offers a comprehensive look at the principles, cases, and materials that define contract law. The book integrates practical guidance with academic insights, making it a valuable resource for both students and practitioners. This summary encapsulates key elements of the book, using concrete examples and actionable advice for application in real-life situations.

Key Points:
– Offer and Acceptance: A contract is formed when an offer made by one party is unequivocally accepted by another.
– Consideration: There must be an exchange of value between the parties.
– Intention to Create Legal Relations: Parties must intend their agreement to be legally binding.

Examples:
– Offer: In Carlill v Carbolic Smoke Ball Co, a newspaper ad offering £100 for anyone who used their product and still contracted influenza was deemed an offer.
– Acceptance: In Entores Ltd v Miles Far East Corporation, the court found that for acceptance by electronic communication, it must be received by the offeror.

Actionable Advice:
– Drafting Offers: Ensure clarity and specificity in offers to avoid ambiguity.
– Formalising Acceptance: Notify acceptance promptly, especially in electronic communications, ensuring it is received by the offeror.

Key Points:
– Reliance: If one party relies on a promise to their detriment, the promisor may be estopped from reneging on it.
– Shield not a Sword: It can only be used as a defense and not as a means to create new obligations.

Examples:
– Central London Property Trust Ltd v High Trees House Ltd: During WWII, a landlord reduced rent, and when they tried to claim back the full rent post-war, promissory estoppel was invoked against them.

Actionable Advice:
– Document Reliance: Maintain written records of reliance on any promises to support potential defenses.
– Clear Communication: Clarify the temporary nature and conditions of concessions to avoid unintended long-term obligations.

Key Points:
– Express Terms: Terms explicitly stated in the contract.
– Implied Terms: Terms not expressly stated but implied by law, conduct, or necessity.

Examples:
– Express Terms: In L’Estrange v F Graucob Ltd, a signed contract was binding despite the claimant not reading it.
– Implied Terms: In Liverpool City Council v Irwin, certain terms like maintaining common areas were implied for the tenant’s benefit.

Actionable Advice:
– Detailed Terms: Ensure all significant terms are explicitly set out in the contract.
– Review Obligations: Review whether any implied terms might affect your obligations or rights.

Key Points:
– Incorporation: Must be properly incorporated into the contract.
– Reasonableness: Under the Unfair Contract Terms Act 1977, exclusion clauses must meet a test of reasonableness.

Examples:
– Incorporation: In Chapelton v Barry Urban District Council, a ticket did not clearly incorporate the exclusion clause.
– Reasonableness: In George Mitchell (Chesterhall) Ltd v Finney Lock Seeds Ltd, an exclusion clause in seed supply was held unreasonable.

Actionable Advice:
– Ensure Clarity: Clearly incorporate exclusion clauses in the contract.
– Review Reasonableness: Regularly review clauses for fairness and reasonableness to avoid disputes.

Key Points:
– Entire and Divisible Contracts: The obligations under the contract can be entire or divisible.
– Substantial Performance: Where complete performance isn’t achieved but is substantial.

Examples:
– Entire Contract: In Cutter v Powell, the sailor’s estate couldn’t claim wages because he died before completing the voyage.
– Substantial Performance: In Hoenig v Isaacs, the court allowed payment less the cost of making good minor defects.

Actionable Advice:
– Clarify Scope: Define whether the contract is entire or divisible.
– Document Performance: Keep detailed records of performance and any deviations.

Key Points:
– Radical Change: A contract can be discharged if performance becomes impossible or radically different due to unforeseen events.
– Foreseeability: Applies only if the event was neither party’s fault nor foreseeable.

Examples:
– Frustration of Purpose: In Krell v Henry, the contract for rooms to watch the coronation was frustrated when the event was canceled.
– Impossibility: In Taylor v Caldwell, a music hall was destroyed by fire, frustrating the contract for its use.

Actionable Advice:
– Include Force Majeure: Draft clear force majeure clauses covering potential frustrating events.
– Risk Assessment: Conduct a thorough risk assessment and consider insurance for unforeseen incidents.

Key Points:
– Expectation and Reliance Damages: Compensate for loss of bargain and reliance losses, respectively.
– Mitigation: The non-breaching party must mitigate their losses.

Examples:
– Expectation Damages: In Robinson v Harman, the claimant was awarded damages reflecting the position they would have been in had the contract been performed.
– Mitigation: In British Westinghouse Electric and Manufacturing Co Ltd v Underground Electric Railways Co of London Ltd, the claimant had to adopt reasonable measures to mitigate losses.

Actionable Advice:
– Calculate Loss: Assess and document expected losses clearly when framing claims.
– Mitigation Efforts: Keep evidence of all reasonable mitigation efforts to support damage claims.

Key Points:
– Discretionary Remedy: Granted when damages are inadequate, typically for unique or specific properties.
– Not for Personal Services: Generally not granted for personal service contracts.

Examples:
– Unique Property: In Beswick v Beswick, the claimant could enforce the contract for unique goods.
– Personal Services: Generally denied for personal contracts due to the impracticality of enforcement.

Actionable Advice:
– Seek Specific Performance Early: If the subject of the contract is unique, seek specific performance through legal channels promptly.
– Evaluate Adequacy: Consider the adequacy of damages before pursuing specific performance.

Key Points:
– Types: Includes fraudulent, negligent, and innocent misrepresentation.
– Remedies: Rescission and/or damages based on the type of misrepresentation.

Examples:
– Fraudulent Misrepresentation: In Derry v Peek, fraudulent misrepresentation required proof of knowledge or recklessness.
– Negligent Misrepresentation: In Hedley Byrne & Co Ltd v Heller & Partners Ltd, the bank’s negligent misstatement led to damages.

Actionable Advice:
– Verify Statements: Always verify factual statements and disclose all material facts in negotiations.
– Seek Remedies: Promptly seek remedies through rescission or damages upon discovering misrepresentation.

Key Points:
– Duress: Includes threats of physical harm or unlawful economic pressure.
– Undue Influence: Involves abuse of power or trust in relationships to influence the other party.

Examples:
– Duress: In Atlas Express Ltd v Kafco Ltd, economic duress was found when one party made threats to withhold delivery unless payment terms were varied.
– Undue Influence: In Lloyds Bank Ltd v Bundy, the court set aside the contract due to undue influence by the bank.

Actionable Advice:
– Independent Advice: Always seek or recommend independent legal advice, especially in potentially unequal power relationships.
– Report Pressure: Document and report any forms of duress or undue pressure immediately.

Ewan McKendrick’s “Contract Law: Text, Cases, and Materials” (2022) offers a detailed view of contract law’s key principles and numerous case studies that provide insights into judicial reasoning and application. By understanding the practical actions aligned with these principles, such as ensuring clear contractual terms, maintaining documentation, and promptly addressing breaches, individuals and businesses can navigate contract law effectively, mitigating risks and optimizing outcomes.