Formerly known as Model Commercial Contracts and Letters, this revised and enhanced book aims to provide practical assistance in matters regarding the drafting of contracts and letters, to the various individuals who play different roles in a corporate structure. Each chapter begins with an introductory text, or a short commentary of the current law, and proceeds to suggest how letters and contracts may  be prepared. Where appropriate, the use of forms and precedents and suggested checklists are discussed in greater detail.

NEW IN THIS EDITION:

• Includes latest commercial law changes - the recent amendments to the Companies Act and the Personal Data Protection Act.
• Features four new chapters namely, Personal Data Protection Act, Sale and Purchase of Residential Property, JTC Leases, and Introduction to Contracts.
• Contains updated comprehensive commentary and new sample contracts.

KEY FEATURES:

• Provides in-depth understanding of the basic principles of Commercial Law.
• Comprehensive commentary and contracts on a wide range of topics arising from the day-to-day tasks within a business.
• Provides practical assistance, in matters regarding the drafting of contracts and letters, to the various individuals who play different roles in a corporate structure.

 

 

Chitty on Contracts is the pre-eminent reference work on contract law in the common law world. It has been used for generations by lawyers as the leading guide to contracts, and is relied on to provide insight and aid in complex areas of the law. The work is in two volumes: Volume One covers the General Principles of contract law, while Volume Two offers guidance on Specific Contracts, namely contractual issues in specific industry sectors. Presents complete coverage of the law of contract, incorporating extensive reference to relevant legislation and recent case law Contains interpretation and analysis of general legislation since the last edition Provides an in-depth examination of actions arising in contract law, including exclusion clauses, estoppel, illegality and public policy, mistake, misrepresentation and non-disclosure, breach of performance Covers the formation of contract as it effects the Agreement; Consideration, Form, Mistake; Misrepresentation and Duress and Undue Influence Treats in detail the Capacity of parties Analyses and comments on the terms of the contract relating to Express and Implied Terms; Exemption Clauses; Unfair Terms in Consumer Contracts; and Arbitration Clauses Examines Illegality and Public Policy Under Joint obligations covers in detail the law of contract relating to Third Parties, Assignment;, Death and Bankruptcy Examines and analyses contract law in relation to performance and discharge, covering Discharge by Agreement; by Frustration; by Breach Studies remedies for breach of contract, including damages and limitations of actions Discusses Restitution in relation to contract law Analyses conflict of laws as if affects contract law Deals individually with contracts in the following areas of law: agency, arbitration, bailment, bills of exchange and banking, building contracts, carriage by air, carriage by land, construction, credit and security, employment, gaming and wagering, insurance, restrictive agreements and covenants, sale of goods and suretyship Offers interpretation and advice on the law when disputes arise, or when technical areas need clarification, and when responsibilities, obligations and entitlements need to be established Supplemented regularly The first supplement to the 35th edition of Chitty on Contracts includes fresh commentary, cases and legislation covering each chapter of the main work, updating the 35th edition to 31 August 2024.

Chitty on Contracts is the pre-eminent reference work on contract law in the common law world. It has been used for generations by lawyers as the leading guide to contracts, and is relied on to provide insight and aid in complex areas of the law. The work is in two volumes: Volume One covers the General Principles of contract law, while Volume Two offers guidance on Specific Contracts, namely contractual issues in specific industry sectors. Presents complete coverage of the law of contract, incorporating extensive reference to relevant legislation and recent case law Contains interpretation and analysis of general legislation since the last edition Provides an in-depth examination of actions arising in contract law, including exclusion clauses, estoppel, illegality and public policy, mistake, misrepresentation and non-disclosure, breach of performance Covers the formation of contract as it effects the Agreement; Consideration, Form, Mistake; Misrepresentation and Duress and Undue Influence Treats in detail the Capacity of parties Analyses and comments on the terms of the contract relating to Express and Implied Terms; Exemption Clauses; Unfair Terms in Consumer Contracts; and Arbitration Clauses Examines Illegality and Public Policy Under Joint obligations covers in detail the law of contract relating to Third Parties, Assignment;, Death and Bankruptcy Examines and analyses contract law in relation to performance and discharge, covering Discharge by Agreement; by Frustration; by Breach Studies remedies for breach of contract, including damages and limitations of actions Discusses Restitution in relation to contract law Analyses conflict of laws as if affects contract law Deals individually with contracts in the following areas of law: agency, arbitration, bailment, bills of exchange and banking, building contracts, carriage by air, carriage by land, construction, credit and security, employment, gaming and wagering, insurance, restrictive agreements and covenants, sale of goods and suretyship Offers interpretation and advice on the law when disputes arise, or when technical areas need clarification, and when responsibilities, obligations and entitlements need to be established Supplemented regularly The first supplement to the 35th edition of Chitty on Contracts includes fresh commentary, cases and legislation covering each chapter of the main work, updating the 35th edition to 31 August 2024.

Commercial Injunctions is regarded as the essential textbook on injunctions. It is cited in argument and judgments throughout the common law jurisdictions, including at the highest levels. The 1st Supplement brings the text fully up to date in the light of extensive new case law and legislative developments, including the UK not acceding to the Lugano Agreement. Commercial Injunctions provides: Unparalleled in-depth coverage of all aspects of injunctions Highly practical advice on how and when to obtain injunctions, how to defend against such orders and the options available Key insight into the continuing evolution of the Mareva jurisdiction preserving assets A coherent and reasoned statement of the principles applicable to injunctions generally and to injunctions for particular purposes. A one-stop source of answers to key questions

Offering a one-stop source to all the elements, principles, legislation and case law surrounding sale of goods, not just in the UK but also internationally, Benjamin's Sale of Goods has firmly established itself as the premier publication on the topic. First published in 1868 and frequently cited in court, its depth and coverage make Benjamin an essential reference tool and a must-have purchase for commercial practitioners, academics and barristers. Part of the Common Law Library, this new 12th edition of Benjamin's Sale of Goods is now presented in two volumes and content highlights include the following: Covers the needs of practitioners interested in all areas of sale of goods case law Includes clearly defined and structured content, with separate sections for Nature and formation of the Contract of Sale, Property and risk, Performance of the contract, Defective goods, Consumer Protection, Remedies, Overseas Sales, Conflict of laws Provides high level text supported by all relevant developments in legislation and case law - the cases selected and the interpretation and guidance provided being one of the title's added values Provides a comprehensive explanation of the law of sale of goods, including terms and conditions, rights and obligations Sets out the nature and formation of the contract of sale Includes discussion of unfair contract terms in commercial and consumer sales Details the remedies available when disputes arise Explains the implications of E-Commerce, including electronic contracts and payments Examines the law on Letters of Credit Incorporates the Sale and Supply of Goods to Consumers Regulations 2002, and recent European Directives Includes expert commentary on the Contracts (Rights of Third Parties) Act 1999 Outlines the implications of the Consumer Credit Act and gives a detailed account of consumer protection Provides authoritative discussion on conflict of laws Examines the international scope of the subject, with chapters on overseas sales Takes you through the laws relating to consumer protection New to the 12th edition: Extensive coverage of post-Brexit legislation, principally the Retained EU Law (Revocation and Reform) Act 2023 Electronic Trade Documents Act 2023 International Standard Demand Guarantee Practice (ISDGP) Report of the Law Commission, Consumer Sales Contracts: Transfer of Ownership (No.398) Digital Markets, Competition and Consumers Bill 2023 Incorporates new case law in all areas This first supplement to the twelfth edition of Benjamin’s Sale of Goods brings the main work up to date with the latest developments. The key new case law and legislation covered in this supplement includes: King Crude Carriers SA v Ridgebury November LLC [2024] EWCA Civ 17 (deemed performance of conditions precedent; deposits) RTI Ltd v MUR Shipping BV [2024] UKSC 18 (force majeure clauses and “reasonable endeavours”) Sharp Corp Ltd v Viterra BV [2024] UKSC 14 (market damages and mitigation; C and F Free Out contracts) Earthco Soil Mixtures Inc v Pine Valley Enterprises Inc [2024] SCC 20, Can (description and exemption clauses) Last Bus Ltd v Dawsongroup Bus and Coach Ltd [2023] EWCA Civ 1297 (exemption clauses) Primeo Fund v Bank of Bermuda (Cayman) Ltd [2023] UKPC 40 (contributory negligence) Banco Intesa Sanpaolo SA v Comune di Venezia [2023] EWCA Civ 1482 (restitution and applicable law) Lipton v BA City Flyer Ltd [2024] UKSC 24 (interpretation of retained EU law) Brexit developments on retained and assimilated EU law Digital Markets, Competition and Consumers Act 2024

• Rules of Court (Amendment No. 3) Rules 2015
• SICC Practice Directions (Amendment No.1 of 2016)
• New SICC User Guides on Disapplication of Singapore Evidence Law (Note 5) and Injunctions Prohibiting Disposal of Assets (Note 60.
• New paragraph 9 to SICC Note on Enforcement of SICC Judgments.

• Clear concise explanation of the rules and procedures of the SICC, in a form and language easily understood by an international audience
• It provides a holistic approach to understanding the SICC rules & procedures - the analysis considers the Rules of Court (including, but not limited to Order 110 which deals specifically with the SICC), the SICC Practice Directions, the SICC User Guides, the 2013 Report of the SICC Committee, relevant Singapore case law & legislation (such as the International Arbitration Act), and extra judicial comments of, inter alia, the Chief Justice of Singapore
• User friendly with attention to areas of practical significance - including commencing a SICC action, joining 3rd parties, SICC rules of document disclosure & evidence, legal representation before the SICC, costs & fees for SICC trials and appeals, confidentiality, the appeal process and international enforcement of SICC judgements (including an overview of the position in UK, Australia, New Zealand, India, Pakistan, Sri Lanka, Hong Kong, Malaysia and the US)

• The first handbook on the rules & procedures of the SICC
• One stop reference guided to the key elements of the SICC, with convenient appendices including Order 110 of the Rules of Court (which deals specifically with SICC procedures), SICC Practice Directions & SICC User Guides and SICC Model Clauses.
• A handy and convenient guide with helpful tables setting out:
  
  1. details of the SICC International Judges with their current/ recent judicial appointments, civil/ common law legal tradition and areas of expertise
  2. deposits payable for SICC actions and appeals to Court of Appeal
  3. hearing fees for 5 day & 10 day SICC trials (with High Court comparison)
  4. fees for SICC hearings in the Court of Appeal

 READ REVIEW HERE

This new work on Damages for Breach of Contract, written by Remedies Law leading expert, Professor Katy Barnett, provides authoritative and practical guidance on the nature, extent and limitations of damages individuals and companies can claim in the event of breach of contract. The book deals primarily with English law, but also considers other jurisdictions (such as Australia and Singapore) when relevant. Clearly setting out what the law is, this new title is written with practitioners in mind. It will also be of real value to students and academics as it considers some of the theoretical debates surrounding this topic. FEATURES: Consequences of breach of contract Considers how to measure and understand the concept of expectation loss Deals with specific topics of interest to practitioners eg: Breach of sale of goods contract: considering non delivery; failure to take delivery; delay; supply of defective good; Failure to build or repair property as promised: when would ‘cost of cure’ be available Failure to provide services as promised Loss of chance and loss of opportunity Provides guidance on measuring reliance loss (or ‘wasted expenditure’) Outlines best approach to negotiating damages in light of recent case law Discusses situations where non-pecuniary loss may be awarded Looks at accounts of profits Considers other kinds of awards (nominal, exemplary and actions for debt) Attribution of Responsibility: Considers causation and how it operates as a limit to the availability of damages Remoteness of damage and the rule in Hadley and Baxendale Explains fully how mitigation operates via the avoidable and avoided loss rule Limitation and Exclusion of Liability Discusses how damages can be stipulated in a contract and how that ability can be impinged upon (rule against penalties and statutory prohibitions) Considers clauses which exclude or limit liability In addition: A number of topics of interest to practitioners will be discussed: Breach of warranties, for example, warranties of authority, quality and reasonable care in the context of share purchase agreements Guidance on pleading and proving loss, including an explanation of the fair wind principle established in Armorie v Delamirie (1772) Damages for breaches of dispute resolution clauses such as arbitration and exclusive jurisdiction clauses and confidentiality agreements. Damages relating to liabilities to third parties resulting from the breach of contract. For example, damages for the cost of litigation against the third party or defendant, damages for liability of claimant to its buyer, damages for settlement of claimant with third party, etc. The principle of transferred loss (considered fairly recently in Lowick Rose LLP v Swynson Ltd [2017] UKSC 32).

Hollington on Shareholder's Rights provides guidance for readers on the statutory remedies for the protection of minority shareholders with coverage/guidance also of articles of association and shareholders' agreements; the fiduciary duties of directors; restrictions on the power of the majority under general principles of equity and the principles of partnership law (such as good faith) which have been adopted in company law. The new edition references the multitude of cases (particularly appellate) decided in the common law world and other developments since the last edition, requiring substantial rewriting of the text on many topics. Highlights are: Majority Rule- review of principles of abuse and excess of power and “fraud in equity” principles in Grand View Private Trust [2022] UKPC 47 Bargain between shareholders - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371 (contractual duty of good faith); Barton v Morris [2023] UKSC 3 (contractual interpretation, express and implied terms); Tulip Trading Ltd v Bitcoin Association for BSV [2023] EWCA Civ 83 (fiduciary relationships) Director’s duties- BTI 2014 LLC v Sequana SA [2022] UKSC 25 and Stanford International Bank Ltd. v HSBC [2022] UKSC 34 (interests of creditors); ClientEarth v Shell [2023] EWHC 1137 and 1187 (Ch) (interests of members as a whole; derivative claim); duty to act for proper purpose where purposes mixed; Burnell v Trans-Tag Ltd & Anor [2021] EWHC 1457 (Ch) (the leaving director) Derivative claims- McGaughey v Universities Superannuation Scheme Ltd [2023] EWCA Civ 873 (common law derivative claims and fraud on minority); changes to CPR 19; Boston v Szerelmey [2020] EWHC 1136 (Ch), [2020] EWHC 3042 (Ch) and [2022] EWHC 2849 (Ch) and Leslie v Ball [2023] EWHC 1771 (Ch) (costs indemnity) Unfair Prejudice Principles - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371; Financial Technology Ventures II (Q) LP v ETFS Capital Ltd [2021] JCA 176; Chu v Lau [2020] UKPC 24 (breakdown of trust and confidence; exclusion from management); Ming Siu Hung v JF Ming Inc [2021] UKPC 1 and Kwik v Yao [2022] UKPC 52 (ignoring minority; appeals; remedy); Re Coinomi Ltd [2022] EWHC 3178 (Ch) (relationship with derivative claim); FamilyMart China Holding v Ting Chuan [2023] UKPC 33 (ouster of court by arbitration agreement) Unfair Prejudice Remedies- Ming Siu Hung v JF Ming Inc [2021] UKPC 1 (share purchase order); Otello Corp ASA v Moore Frères and Co LLC [2020] EWHC 3261 (Ch), Smith v Smith [2022] EWHC 1035 (Ch), Re Cardiff City Football Club (Holdings) Ltd [2022] EWHC 2023 (Ch), Krishna Holdco Ltd v Gowrie Holdings Ltd [2023] EWHC 1538 (Ch) (discount for minority shareholding) Just and equitable winding up - Chu v Lau [2020] UKPC 24; Ming Siu Hung v JF Ming Inc [2021] UKPC 1; Duneau v Klimt Invest SA Plc [2022] EWHC 596 (Ch) (loss of substratum)

Commercial Law presents a clear and detailed account of commercial law, covering the fundamental principles and how the law works in practice. The work concentrates on those topics common to the majority of undergraduate law courses such as sale of goods, consumer credit and agency. In addition, Commercial Law: Includes topical and relevant practical examples to help draw out key principles Uses introductions to parts to link the law into its wider context Contains references to further reading and web-based sources at the end of each chapter to enable further study of the subject Commercial Law is an essential textbook for those studying law at degree or graduate diploma level. Its clarity and comprehensive coverage also make it an indispensable resource.

Commercial Law presents a clear and detailed account of commercial law, covering the fundamental principles and how the law works in practice. The work concentrates on those topics common to the majority of undergraduate law courses such as sale of goods, consumer credit and agency. In addition, Commercial Law: Includes topical and relevant practical examples to help draw out key principles Uses introductions to parts to link the law into its wider context Contains references to further reading and web-based sources at the end of each chapter to enable further study of the subject Commercial Law is an essential textbook for those studying law at degree or graduate diploma level. Its clarity and comprehensive coverage also make it an indispensable resource.

Commercial Law presents a clear and detailed account of commercial law, covering the fundamental principles and how the law works in practice. The work concentrates on those topics common to the majority of undergraduate law courses such as sale of goods, consumer credit and agency. In addition, Commercial Law: Includes topical and relevant practical examples to help draw out key principles Uses introductions to parts to link the law into its wider context Contains references to further reading and web-based sources at the end of each chapter to enable further study of the subject Commercial Law is an essential textbook for those studying law at degree or graduate diploma level. Its clarity and comprehensive coverage also make it an indispensable resource.

Estoppel by Conduct and Election, originally written by the Honourable K.R. Handley, has been comprehensively reviewed and updated in this third edition by the Honourable Patrick Keane. The book examines estoppel in the context of commercial transactions and property dealings. It examines election in relation to commercial dealings. It provides a comprehensive but accessible exposition of general principles including a discussion of the particular relationships in which these principles have been applied and developed by the courts. With the concerns of practising lawyers who advise upon and litigate issues of estoppel in mind, the general principles are stated and illustrated in their application by reference to leading decisions of the higher courts of the Commonwealth of Nations. Where steps in the judicial development remain controversial in point of authority, the controversy is identified and explicated by an in-depth examination of the leading cases. Key features: Covers the four categories of estoppel: estoppel by representation, estoppel by convention, proprietary estoppel, and promissory estoppel placing their development in their historical context. Examines the various relationships in which estoppels may often arise in practice: eg principal and agent, landlord and tenant, bailor and bailee, licensee of intellectual property and bank and customer. Examines the juridical differences between representation and promise, causation and the relevance of knowledge of rights as distinct from facts. Examines the practical operation of estoppel in commercial transactions involving companies, insurance and insolvency. Examines the intersection of estoppel and statute law. Examines quasi-estoppel and equitable defences including the issue of consent to breach of trust. Addresses practical matters of pleading and practice that arise in the course of litigating issues of estoppel, and explains how to deploy estoppel as a defence to a claim. New to this third edition: There are significant updates on proprietary estoppel relating to property dealings affecting family members, particularly as to the requirement of reasonable reliance and the appropriate measure of pecuniary relief where preclusive effect cannot be given to the estoppel. There is a significant update in relation to estoppel by convention and its relationship to the other categories of estoppel. There are significant updates in respect of the requirements for a binding election and the relationship and election. In relation to the controversial aspects of the law left open by ultimate appellate courts, the current course of development is marked by references to recent decisions of intermediate appellate courts.

Exclusion Clauses and Unfair Contract Terms examines, in a detailed, practical, and incisive manner, this important area of contract law. It provides guidance to the practitioner on drafting and using exclusion clauses effectively within the formative phase of a contract. Additionally, it offers commentary on the possibility of challenging an exclusion clause. The text deals with exclusion clauses and unfair contract terms in the context of both commercial and consumer contracts, considering the legal tests which are applied to determine whether the exclusion clause has been successfully incorporated, how it should be interpreted, and the extent to which it might be invalidated at Common Law and under statute. Key features: Considers the ways in which exclusion clauses are controlled by the judiciary and regulated by legislation Examines unlawful, void and ineffective exclusion clauses Explains in a straightforward and practical manner how to draft exclusion clauses that are lawful, valid and effective Deals with exclusion clauses and unfair contract terms in the context of both commercial and consumer contracts Provides wholesale review of the recent case law Analyses the courts’ interpretation of the meaning of “written standard terms” under the Unfair Contract terms Act. Discusses how the courts are adjusting the process of construing exclusion clauses so as to harmonise this topic with the general principles of interpreting written contracts. Considers in detail the impact of the Consumer Rights Act 2015. New to this edition: This title has been fully revised and updated by Professor Neil Andrews to take account of important case law developments of the last five years. New Chapter 2, concerned with exclusion clauses which are intended to protect third parties. (under the Contracts (Rights of Third Parties) Act 1999 or by use of a “Himalaya” clause). Chapter 3 fully revised to consider recent case law reflecting current approach to interpreting exclusion clauses New Chapter 4 which examines the important topic of liability for misrepresentation and exclusion clauses. Chapter 9 is another new chapter dealing with liquidated damages clauses. Such a clause simultaneously fixes the minimum and maximum level of compensation. Where the clause prescribes a level of liability which is much less than the innocent party’s actual loss, the clause operates functionally to restrict liability. This aspect has been noted by Lords Leggatt and Burrows in Triple Point Technology Inc v PTT Public Co Ltd (2021) (at [74], “such a clause limits the contractor’s exposure to liability of an otherwise unknown and open-ended kind”).

Estoppel by Conduct and Election, originally written by the Honourable K.R. Handley, has been comprehensively reviewed and updated in this third edition by the Honourable Patrick Keane. The book examines estoppel in the context of commercial transactions and property dealings. It examines election in relation to commercial dealings. It provides a comprehensive but accessible exposition of general principles including a discussion of the particular relationships in which these principles have been applied and developed by the courts. With the concerns of practising lawyers who advise upon and litigate issues of estoppel in mind, the general principles are stated and illustrated in their application by reference to leading decisions of the higher courts of the Commonwealth of Nations. Where steps in the judicial development remain controversial in point of authority, the controversy is identified and explicated by an in-depth examination of the leading cases. Key features: Covers the four categories of estoppel: estoppel by representation, estoppel by convention, proprietary estoppel, and promissory estoppel placing their development in their historical context. Examines the various relationships in which estoppels may often arise in practice: eg principal and agent, landlord and tenant, bailor and bailee, licensee of intellectual property and bank and customer. Examines the juridical differences between representation and promise, causation and the relevance of knowledge of rights as distinct from facts. Examines the practical operation of estoppel in commercial transactions involving companies, insurance and insolvency. Examines the intersection of estoppel and statute law. Examines quasi-estoppel and equitable defences including the issue of consent to breach of trust. Addresses practical matters of pleading and practice that arise in the course of litigating issues of estoppel, and explains how to deploy estoppel as a defence to a claim. New to this third edition: There are significant updates on proprietary estoppel relating to property dealings affecting family members, particularly as to the requirement of reasonable reliance and the appropriate measure of pecuniary relief where preclusive effect cannot be given to the estoppel. There is a significant update in relation to estoppel by convention and its relationship to the other categories of estoppel. There are significant updates in respect of the requirements for a binding election and the relationship and election. In relation to the controversial aspects of the law left open by ultimate appellate courts, the current course of development is marked by references to recent decisions of intermediate appellate courts.

Professor Buckley’s work, Illegality and Public Policy, sets out fully and clearly the law relating to illegality, public policy and restraint of trade in the context of contracts. Offering practical examples of situations in which illegality issues may arise and outlining possible solutions, the book also explores possible reforms of the law in the UK and Commonwealth jurisdictions aimed at overcoming its perceived uncertainly and rigidity. Key Features Clarifies the particularly complex law relating to illegality and public policy in contracts and the possible consequences of such agreements. Distinguishes between ‘statutory illegality’ and illegality derived from common law. Provides full coverage and analysis of the more transparent approach recently developed by the Supreme Court in England. Considers issues arising from the relationship between criminal and civil law, including claimant recovery actions, the forfeiture rule, and the Estates of Deceased Persons Act 2011. Looks at the nature and scope of the doctrine of public policy Detailed examination of the doctrine of restraint of trade and the distinction between public and private interest. Explains the scope of the doctrine of severance. Sets out the availability of restitutionary relief in cases of contract illegality Explores UK and Commonwealth case law and reforms in these jurisdictions. Highlights potential arguments for challenging and examining contracts. Deals with the passing of property under unenforceable contracts and difficulties surrounding the transfer of limited interests. Provides hypothetical examples of illegality situations and suggests possible approaches to the resolution of disputes

Professor Buckley’s work, Illegality and Public Policy, sets out fully and clearly the law relating to illegality, public policy and restraint of trade in the context of contracts. Offering practical examples of situations in which illegality issues may arise and outlining possible solutions, the book also explores possible reforms of the law in the UK and Commonwealth jurisdictions aimed at overcoming its perceived uncertainly and rigidity. Key Features Clarifies the particularly complex law relating to illegality and public policy in contracts and the possible consequences of such agreements. Distinguishes between ‘statutory illegality’ and illegality derived from common law. Provides full coverage and analysis of the more transparent approach recently developed by the Supreme Court in England. Considers issues arising from the relationship between criminal and civil law, including claimant recovery actions, the forfeiture rule, and the Estates of Deceased Persons Act 2011. Looks at the nature and scope of the doctrine of public policy Detailed examination of the doctrine of restraint of trade and the distinction between public and private interest. Explains the scope of the doctrine of severance. Sets out the availability of restitutionary relief in cases of contract illegality Explores UK and Commonwealth case law and reforms in these jurisdictions. Highlights potential arguments for challenging and examining contracts. Deals with the passing of property under unenforceable contracts and difficulties surrounding the transfer of limited interests. Provides hypothetical examples of illegality situations and suggests possible approaches to the resolution of disputes

Estoppel by Conduct and Election, originally written by the Honourable K.R. Handley, has been comprehensively reviewed and updated in this third edition by the Honourable Patrick Keane. The book examines estoppel in the context of commercial transactions and property dealings. It examines election in relation to commercial dealings. It provides a comprehensive but accessible exposition of general principles including a discussion of the particular relationships in which these principles have been applied and developed by the courts. With the concerns of practising lawyers who advise upon and litigate issues of estoppel in mind, the general principles are stated and illustrated in their application by reference to leading decisions of the higher courts of the Commonwealth of Nations. Where steps in the judicial development remain controversial in point of authority, the controversy is identified and explicated by an in-depth examination of the leading cases. Key features: Covers the four categories of estoppel: estoppel by representation, estoppel by convention, proprietary estoppel, and promissory estoppel placing their development in their historical context. Examines the various relationships in which estoppels may often arise in practice: eg principal and agent, landlord and tenant, bailor and bailee, licensee of intellectual property and bank and customer. Examines the juridical differences between representation and promise, causation and the relevance of knowledge of rights as distinct from facts. Examines the practical operation of estoppel in commercial transactions involving companies, insurance and insolvency. Examines the intersection of estoppel and statute law. Examines quasi-estoppel and equitable defences including the issue of consent to breach of trust. Addresses practical matters of pleading and practice that arise in the course of litigating issues of estoppel, and explains how to deploy estoppel as a defence to a claim. New to this third edition: There are significant updates on proprietary estoppel relating to property dealings affecting family members, particularly as to the requirement of reasonable reliance and the appropriate measure of pecuniary relief where preclusive effect cannot be given to the estoppel. There is a significant update in relation to estoppel by convention and its relationship to the other categories of estoppel. There are significant updates in respect of the requirements for a binding election and the relationship and election. In relation to the controversial aspects of the law left open by ultimate appellate courts, the current course of development is marked by references to recent decisions of intermediate appellate courts.

Exclusion Clauses and Unfair Contract Terms examines, in a detailed, practical, and incisive manner, this important area of contract law. It provides guidance to the practitioner on drafting and using exclusion clauses effectively within the formative phase of a contract. Additionally, it offers commentary on the possibility of challenging an exclusion clause. The text deals with exclusion clauses and unfair contract terms in the context of both commercial and consumer contracts, considering the legal tests which are applied to determine whether the exclusion clause has been successfully incorporated, how it should be interpreted, and the extent to which it might be invalidated at Common Law and under statute. Key features: Considers the ways in which exclusion clauses are controlled by the judiciary and regulated by legislation Examines unlawful, void and ineffective exclusion clauses Explains in a straightforward and practical manner how to draft exclusion clauses that are lawful, valid and effective Deals with exclusion clauses and unfair contract terms in the context of both commercial and consumer contracts Provides wholesale review of the recent case law Analyses the courts’ interpretation of the meaning of “written standard terms” under the Unfair Contract terms Act. Discusses how the courts are adjusting the process of construing exclusion clauses so as to harmonise this topic with the general principles of interpreting written contracts. Considers in detail the impact of the Consumer Rights Act 2015. New to this edition: This title has been fully revised and updated by Professor Neil Andrews to take account of important case law developments of the last five years. New Chapter 2, concerned with exclusion clauses which are intended to protect third parties. (under the Contracts (Rights of Third Parties) Act 1999 or by use of a “Himalaya” clause). Chapter 3 fully revised to consider recent case law reflecting current approach to interpreting exclusion clauses New Chapter 4 which examines the important topic of liability for misrepresentation and exclusion clauses. Chapter 9 is another new chapter dealing with liquidated damages clauses. Such a clause simultaneously fixes the minimum and maximum level of compensation. Where the clause prescribes a level of liability which is much less than the innocent party’s actual loss, the clause operates functionally to restrict liability. This aspect has been noted by Lords Leggatt and Burrows in Triple Point Technology Inc v PTT Public Co Ltd (2021) (at [74], “such a clause limits the contractor’s exposure to liability of an otherwise unknown and open-ended kind”).

Formation and Variation of Contracts deals with topics fundamental to the question of enforceability of promises made and how contracting parties can ensure their transactions are legally effective. FEATURES: Draws together in single volume key issues relating to the formation and variation of contracts, focusing on the rules for their existence and validity Brings together topics which are of fundamental importance to practitioners advising on the negotiation or validity of contracts, but on which there is no up-to-date specialist work Traces the continuing development of the rules, as a response to changes within the English law of contract and to learn from developments being made in other legal systems Highlights areas of contract law where there is likely to be significant debate about possible development in the coming years Provides a perspective on the rules for the formation of contracts from an international and comparative dimension NEW TO THIS EDITION: Professor Cartwright considers all relevant recent developments, including: the developing case law on duties of good faith in negotiation or renegotiation of contracts, noting particularly recent decisions through which the English courts may be becoming more open to giving effect to an express obligation to negotiate or renegotiate in good faith, whilst not accepting a general implied duty to negotiate or renegotiate in good faith; cases on the scope of a claim in unjust enrichment where the negotiations for a contract break down, intention to create legal relations, certainty of agreement, formation of the contract following a “battle of forms” between the parties negotiating a contract, establishing the parties’ agreement to the variation (including by novation) of an existing contract, and applying the doctrine of consideration; the continuing discussion about the role of emerging technologies in the formation of contracts, including recent work by the Law Commission and other agencies on smart legal contracts; cases on the interpretation and application of statutory formality requirements for contracts and deeds, and the use of doctrines of estoppel and constructive trust to give effect to transactions which fail to comply with formality requirements; the continuing reception (both positive and negative) by case law and commentators in England and in other common law jurisdictions of the decision of the Supreme Court in MWB Business Exchange Centres Ltd v Rock Advertising Ltd (2018) in relation to the binding force of “no oral modification” clauses; the significance for topics discussed in the book of the withdrawal of the United Kingdom from the European Union; this includes changes made to the EU law retained within English law after the end of the EU withdrawal agreement implementation period, and the impact of the Retained EU Law (Revocation and Reform) Act 2023 and other legislation, already passed or currently in progress or planned, to remove legislative provisions which derive from EU law.

The subject matter of Goods in Transit is of increasing relevance as international trade and globalisation increase. The work gathers together and integrates in a unique, accessible and practical form many aspects of general commercial, shipping, contract, bailment, tort, property, agency and transport law in one place. Considers key areas of contract, bailment, tort, property, sale of goods and banking law as relevant to the movement of goods Deals with trans-national transportation rail, road, sea and air in the context of the various international transport conventions and multi-modal transport Analyses in detail the law of agency and the law of bailment in the context of carriage of goods and international trade law Examines the property elements in carriage of goods and international trade law Analyses the multifarious complex domestic and international statutory and contractual liability regimes applicable to carriers and other bailees Considers the various issues raised by outsourcing, logistics and project forwarding contracts The fifth edition covers number of key cases, including: Scipion Active Trading Fund v Vallis Group Ltd [2020] EWHC 1451 (Comm) Henshaw J Contractual and bailees estoppel Sevylor Shipping and Trading Corp v Altfadul Co for Foods, Fruits & Livestock (The Baltic Strait) [2018] EWHC 629 (Comm), [2018] 2 Lloyd's Rep 33 at [18]-[25] per Andrew Baker J: right of bill of lading holder suing on the bill of lading in contract to recover full damages Volcafe Ltd v Compania Sud Americana De Vapores SA (CSAV) [2018] UKSC 61 Bailment and the Hague and Hague-Visby Rules; the burden of proof, inherent vice and causation Alize 1954 v Allianz Elementar Versicherungs AG [2021] UKSC 51 Shipowner’s obligation to exercise due diligence to make a vessel seaworthy Dera Commercial Estate v Derya Inc [2018] EWHC 1673 (Comm) Carr J. Deviation K Line Pte Ltd v Priminds Shipping (HK) Co Ltd (The Eternal Bliss) [2021] EWCA Civ 1712 Males LJ demurrage

The subject matter of Goods in Transit is of increasing relevance as international trade and globalisation increase. The work gathers together and integrates in a unique, accessible and practical form many aspects of general commercial, shipping, contract, bailment, tort, property, agency and transport law in one place. Considers key areas of contract, bailment, tort, property, sale of goods and banking law as relevant to the movement of goods Deals with trans-national transportation rail, road, sea and air in the context of the various international transport conventions and multi-modal transport Analyses in detail the law of agency and the law of bailment in the context of carriage of goods and international trade law Examines the property elements in carriage of goods and international trade law Analyses the multifarious complex domestic and international statutory and contractual liability regimes applicable to carriers and other bailees Considers the various issues raised by outsourcing, logistics and project forwarding contracts The fifth edition covers number of key cases, including: Scipion Active Trading Fund v Vallis Group Ltd [2020] EWHC 1451 (Comm) Henshaw J Contractual and bailees estoppel Sevylor Shipping and Trading Corp v Altfadul Co for Foods, Fruits & Livestock (The Baltic Strait) [2018] EWHC 629 (Comm), [2018] 2 Lloyd's Rep 33 at [18]-[25] per Andrew Baker J: right of bill of lading holder suing on the bill of lading in contract to recover full damages Volcafe Ltd v Compania Sud Americana De Vapores SA (CSAV) [2018] UKSC 61 Bailment and the Hague and Hague-Visby Rules; the burden of proof, inherent vice and causation Alize 1954 v Allianz Elementar Versicherungs AG [2021] UKSC 51 Shipowner’s obligation to exercise due diligence to make a vessel seaworthy Dera Commercial Estate v Derya Inc [2018] EWHC 1673 (Comm) Carr J. Deviation K Line Pte Ltd v Priminds Shipping (HK) Co Ltd (The Eternal Bliss) [2021] EWCA Civ 1712 Males LJ demurrage

Hollington on Shareholder's Rights provides guidance for readers on the statutory remedies for the protection of minority shareholders with coverage/guidance also of articles of association and shareholders' agreements; the fiduciary duties of directors; restrictions on the power of the majority under general principles of equity and the principles of partnership law (such as good faith) which have been adopted in company law. The new edition references the multitude of cases (particularly appellate) decided in the common law world and other developments since the last edition, requiring substantial rewriting of the text on many topics. Highlights are: Majority Rule- review of principles of abuse and excess of power and “fraud in equity” principles in Grand View Private Trust [2022] UKPC 47 Bargain between shareholders - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371 (contractual duty of good faith); Barton v Morris [2023] UKSC 3 (contractual interpretation, express and implied terms); Tulip Trading Ltd v Bitcoin Association for BSV [2023] EWCA Civ 83 (fiduciary relationships) Director’s duties- BTI 2014 LLC v Sequana SA [2022] UKSC 25 and Stanford International Bank Ltd. v HSBC [2022] UKSC 34 (interests of creditors); ClientEarth v Shell [2023] EWHC 1137 and 1187 (Ch) (interests of members as a whole; derivative claim); duty to act for proper purpose where purposes mixed; Burnell v Trans-Tag Ltd & Anor [2021] EWHC 1457 (Ch) (the leaving director) Derivative claims- McGaughey v Universities Superannuation Scheme Ltd [2023] EWCA Civ 873 (common law derivative claims and fraud on minority); changes to CPR 19; Boston v Szerelmey [2020] EWHC 1136 (Ch), [2020] EWHC 3042 (Ch) and [2022] EWHC 2849 (Ch) and Leslie v Ball [2023] EWHC 1771 (Ch) (costs indemnity) Unfair Prejudice Principles - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371; Financial Technology Ventures II (Q) LP v ETFS Capital Ltd [2021] JCA 176; Chu v Lau [2020] UKPC 24 (breakdown of trust and confidence; exclusion from management); Ming Siu Hung v JF Ming Inc [2021] UKPC 1 and Kwik v Yao [2022] UKPC 52 (ignoring minority; appeals; remedy); Re Coinomi Ltd [2022] EWHC 3178 (Ch) (relationship with derivative claim); FamilyMart China Holding v Ting Chuan [2023] UKPC 33 (ouster of court by arbitration agreement) Unfair Prejudice Remedies- Ming Siu Hung v JF Ming Inc [2021] UKPC 1 (share purchase order); Otello Corp ASA v Moore Frères and Co LLC [2020] EWHC 3261 (Ch), Smith v Smith [2022] EWHC 1035 (Ch), Re Cardiff City Football Club (Holdings) Ltd [2022] EWHC 2023 (Ch), Krishna Holdco Ltd v Gowrie Holdings Ltd [2023] EWHC 1538 (Ch) (discount for minority shareholding) Just and equitable winding up - Chu v Lau [2020] UKPC 24; Ming Siu Hung v JF Ming Inc [2021] UKPC 1; Duneau v Klimt Invest SA Plc [2022] EWHC 596 (Ch) (loss of substratum)

Professor Buckley’s work, Illegality and Public Policy, sets out fully and clearly the law relating to illegality, public policy and restraint of trade in the context of contracts. Offering practical examples of situations in which illegality issues may arise and outlining possible solutions, the book also explores possible reforms of the law in the UK and Commonwealth jurisdictions aimed at overcoming its perceived uncertainly and rigidity. Key Features Clarifies the particularly complex law relating to illegality and public policy in contracts and the possible consequences of such agreements. Distinguishes between ‘statutory illegality’ and illegality derived from common law. Provides full coverage and analysis of the more transparent approach recently developed by the Supreme Court in England. Considers issues arising from the relationship between criminal and civil law, including claimant recovery actions, the forfeiture rule, and the Estates of Deceased Persons Act 2011. Looks at the nature and scope of the doctrine of public policy Detailed examination of the doctrine of restraint of trade and the distinction between public and private interest. Explains the scope of the doctrine of severance. Sets out the availability of restitutionary relief in cases of contract illegality Explores UK and Commonwealth case law and reforms in these jurisdictions. Highlights potential arguments for challenging and examining contracts. Deals with the passing of property under unenforceable contracts and difficulties surrounding the transfer of limited interests. Provides hypothetical examples of illegality situations and suggests possible approaches to the resolution of disputes