This title explains in detail the doctrines of misrepresentation, mistake and non-disclosure as they affect the validity of contracts. It analyses the consequences of each, focusing in particular on the remedies available to parties in each case. MAIN FEATURES Provides detailed guidance on how to tackle questions relating to misrepresentation, mistake and non-disclosure, whether at the stage of drafting contracts, or in resolving disputes over contracts affected by these issues. In distinct sections, focuses on the nature of the defects in the formation of the contract as a result of misrepresentation, mistake and non-disclosure, and offers practical solutions. Covers the common elements required for a claim of misrepresentation, including the statement of fact, the representor’s state of mind, reliance and causation; exclusion and limitation of liability, and practice and procedure. Details the remedies available in cases of misrepresentation and the requirements for each remedy: rescission of the contract; liability in tort (deceit and negligence); statutory liability; breach of contract. Covers the different types of mistake that can affect the validity of a contract and the available remedies. Explains the (exceptional) circumstances in which a party has a duty of disclosure in negotiating a contract, and the remedies for breach of the duty. NEW TO THIS EDITION Takes into account all the major developments in case law in these areas, including decisions of: The Supreme Court in Singularis Holdings Ltd v Daiwa Capital Markets Europe Ltd (2019: defence of illegality and attribution of director’s fraud to company); Test Claimants in the FII Group Litigation v Revenue and Customs Commissioners (2020: mistake of law and limitation); Grondona v Stoffel & Co (2020: defence of illegality); Marex Financial Ltd v Sevilleja (2020: “reflective loss”); Manchester Building Society v Grant Thornton UK LLP and Meadows v Khan (2021: negligence, including scope of duty of care); Triple Point Technology Inc v PTT Public Co Ltd (2021: exclusion clauses); The Court of Appeal in Glossop Cartons and Print Ltd v Contact (Print and Packaging) Ltd (2021: measure of damages in deceit); IGE USA Investments Ltd v Revenue and Customs Commissioners (2021: rescission for misrepresentation and application of the Limitation Act 1980 by analogy to bar rescission); Manek v IIFL Wealth (UK) Ltd (2021: deceit); Tuke v Hood (2022: deceit); SK Shipping Europe plc v Capital VLCC 3 Corp (2022: implied representation and rescission); and The High Court in Vald Nielsen Holding A/S v Baldorino (2019: deceit); SK Shipping Europe Plc v Capital VLCC 3 Corp (2020: affirmation; Misrepresentation Act 1967 s.2(2)); Elston v King (2020: mistake); Leeds City Council v Barclays Bank plc (2021: misrepresentation and reliance; affirmation as a bar to rescission)

This title explains in detail the doctrines of misrepresentation, mistake and non-disclosure as they affect the validity of contracts. It analyses the consequences of each, focusing in particular on the remedies available to parties in each case. MAIN FEATURES Provides detailed guidance on how to tackle questions relating to misrepresentation, mistake and non-disclosure, whether at the stage of drafting contracts, or in resolving disputes over contracts affected by these issues. In distinct sections, focuses on the nature of the defects in the formation of the contract as a result of misrepresentation, mistake and non-disclosure, and offers practical solutions. Covers the common elements required for a claim of misrepresentation, including the statement of fact, the representor’s state of mind, reliance and causation; exclusion and limitation of liability, and practice and procedure. Details the remedies available in cases of misrepresentation and the requirements for each remedy: rescission of the contract; liability in tort (deceit and negligence); statutory liability; breach of contract. Covers the different types of mistake that can affect the validity of a contract and the available remedies. Explains the (exceptional) circumstances in which a party has a duty of disclosure in negotiating a contract, and the remedies for breach of the duty. NEW TO THIS EDITION Takes into account all the major developments in case law in these areas, including decisions of: The Supreme Court in Singularis Holdings Ltd v Daiwa Capital Markets Europe Ltd (2019: defence of illegality and attribution of director’s fraud to company); Test Claimants in the FII Group Litigation v Revenue and Customs Commissioners (2020: mistake of law and limitation); Grondona v Stoffel & Co (2020: defence of illegality); Marex Financial Ltd v Sevilleja (2020: “reflective loss”); Manchester Building Society v Grant Thornton UK LLP and Meadows v Khan (2021: negligence, including scope of duty of care); Triple Point Technology Inc v PTT Public Co Ltd (2021: exclusion clauses); The Court of Appeal in Glossop Cartons and Print Ltd v Contact (Print and Packaging) Ltd (2021: measure of damages in deceit); IGE USA Investments Ltd v Revenue and Customs Commissioners (2021: rescission for misrepresentation and application of the Limitation Act 1980 by analogy to bar rescission); Manek v IIFL Wealth (UK) Ltd (2021: deceit); Tuke v Hood (2022: deceit); SK Shipping Europe plc v Capital VLCC 3 Corp (2022: implied representation and rescission); and The High Court in Vald Nielsen Holding A/S v Baldorino (2019: deceit); SK Shipping Europe Plc v Capital VLCC 3 Corp (2020: affirmation; Misrepresentation Act 1967 s.2(2)); Elston v King (2020: mistake); Leeds City Council v Barclays Bank plc (2021: misrepresentation and reliance; affirmation as a bar to rescission)

Shackleton on the Law and Practice of Meetings is a leading resource on the law and practice of company, charity and public sector meetings. It provides a complete statement of the law with detailed practical guidance on how to prepare, conduct and close a meeting essential to the every-day practice of legal professionals, company secretaries, administrators and clerks, directors, local authorities and all other organisations that hold formal meetings. Features Discusses the legal implications of public and private meetings Addresses the practical issues to be aware of when organising and managing meetings Deals with specific forms of meeting such as board, committee, shareholder and public sector meetings Explains different types of resolution and how these are passed in the context of meetings Provides a guide as how to maintain good order and ensure fairness at meetings Directs the reader to the appropriate statutory requirements under the Companies Act 2006 and other relevant legislation Covers meetings of the various forms of charitable organisations Considers the principles of natural justice and public sector equality duty and their outworkings in the context of information access and attendance at real and on-line meetings accessible by the general public Provides ‘worked’ practice examples and checklists for company meetings Looks at the powers, duties and roles of directors in the context of meetings Provides guidance on the conduct of all tiers of local government meetings Explains how to access information

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”).

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

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

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

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).

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).

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.

Shackleton on the Law and Practice of Meetings is a leading resource on the law and practice of company, charity and public sector meetings. It provides a complete statement of the law with detailed practical guidance on how to prepare, conduct and close a meeting essential to the every-day practice of legal professionals, company secretaries, administrators and clerks, directors, local authorities and all other organisations that hold formal meetings. Features Discusses the legal implications of public and private meetings Addresses the practical issues to be aware of when organising and managing meetings Deals with specific forms of meeting such as board, committee, shareholder and public sector meetings Explains different types of resolution and how these are passed in the context of meetings Provides a guide as how to maintain good order and ensure fairness at meetings Directs the reader to the appropriate statutory requirements under the Companies Act 2006 and other relevant legislation Covers meetings of the various forms of charitable organisations Considers the principles of natural justice and public sector equality duty and their outworkings in the context of information access and attendance at real and on-line meetings accessible by the general public Provides ‘worked’ practice examples and checklists for company meetings Looks at the powers, duties and roles of directors in the context of meetings Provides guidance on the conduct of all tiers of local government meetings Explains how to access information

Shackleton on the Law and Practice of Meetings is a leading resource on the law and practice of company, charity and public sector meetings. It provides a complete statement of the law with detailed practical guidance on how to prepare, conduct and close a meeting essential to the every-day practice of legal professionals, company secretaries, administrators and clerks, directors, local authorities and all other organisations that hold formal meetings. Features Discusses the legal implications of public and private meetings Addresses the practical issues to be aware of when organising and managing meetings Deals with specific forms of meeting such as board, committee, shareholder and public sector meetings Explains different types of resolution and how these are passed in the context of meetings Provides a guide as how to maintain good order and ensure fairness at meetings Directs the reader to the appropriate statutory requirements under the Companies Act 2006 and other relevant legislation Covers meetings of the various forms of charitable organisations Considers the principles of natural justice and public sector equality duty and their outworkings in the context of information access and attendance at real and on-line meetings accessible by the general public Provides ‘worked’ practice examples and checklists for company meetings Looks at the powers, duties and roles of directors in the context of meetings Provides guidance on the conduct of all tiers of local government meetings Explains how to access information

This title explains in detail the doctrines of misrepresentation, mistake and non-disclosure as they affect the validity of contracts. It analyses the consequences of each, focusing in particular on the remedies available to parties in each case. MAIN FEATURES Provides detailed guidance on how to tackle questions relating to misrepresentation, mistake and non-disclosure, whether at the stage of drafting contracts, or in resolving disputes over contracts affected by these issues. In distinct sections, focuses on the nature of the defects in the formation of the contract as a result of misrepresentation, mistake and non-disclosure, and offers practical solutions. Covers the common elements required for a claim of misrepresentation, including the statement of fact, the representor’s state of mind, reliance and causation; exclusion and limitation of liability, and practice and procedure. Details the remedies available in cases of misrepresentation and the requirements for each remedy: rescission of the contract; liability in tort (deceit and negligence); statutory liability; breach of contract. Covers the different types of mistake that can affect the validity of a contract and the available remedies. Explains the (exceptional) circumstances in which a party has a duty of disclosure in negotiating a contract, and the remedies for breach of the duty. NEW TO THIS EDITION Takes into account all the major developments in case law in these areas, including decisions of: The Supreme Court in Singularis Holdings Ltd v Daiwa Capital Markets Europe Ltd (2019: defence of illegality and attribution of director’s fraud to company); Test Claimants in the FII Group Litigation v Revenue and Customs Commissioners (2020: mistake of law and limitation); Grondona v Stoffel & Co (2020: defence of illegality); Marex Financial Ltd v Sevilleja (2020: “reflective loss”); Manchester Building Society v Grant Thornton UK LLP and Meadows v Khan (2021: negligence, including scope of duty of care); Triple Point Technology Inc v PTT Public Co Ltd (2021: exclusion clauses); The Court of Appeal in Glossop Cartons and Print Ltd v Contact (Print and Packaging) Ltd (2021: measure of damages in deceit); IGE USA Investments Ltd v Revenue and Customs Commissioners (2021: rescission for misrepresentation and application of the Limitation Act 1980 by analogy to bar rescission); Manek v IIFL Wealth (UK) Ltd (2021: deceit); Tuke v Hood (2022: deceit); SK Shipping Europe plc v Capital VLCC 3 Corp (2022: implied representation and rescission); and The High Court in Vald Nielsen Holding A/S v Baldorino (2019: deceit); SK Shipping Europe Plc v Capital VLCC 3 Corp (2020: affirmation; Misrepresentation Act 1967 s.2(2)); Elston v King (2020: mistake); Leeds City Council v Barclays Bank plc (2021: misrepresentation and reliance; affirmation as a bar to rescission)

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

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.