Contract - 1930- 1959

The case shown here are derived from the lawindexpro case law database. lawindexpro is a low cost case law database, with over 260,000 case listings, and over 200,000 links to full text judgments. The free service below shows the core information on the case, but is restricted in several ways. A small proportion of cases do allow access to the full lawindexpro information. These cases are selected at random, and may be different on your next visit. The active links through to lawindexpro are extremely powerful allowing full access to all linked cases.  

This page lists 189 cases, and was prepared on 28 October 2012.

Re Anziani [1930] 1 Ch 407
1930 Maugham J	Contract	Casemap 1 Citers
	Maugham J considered what law applied when a transfer of the title to goods was asserted: "I do not think that anyone can doubt that, with regard to the transfer of goods, the law applicable must be the lex situs. Business could not be carried on if that were not so"

Herbert Clayton and Jack Waller Ltd -v- Oliver [1930] AC 209
1930 HL Lord Buckmaster	Damages, Contract	Casemap 1 Citers
	When awarding damages for breach of contract courts should take care to confine the damages to their proper ambit: making good financial loss. When considering an award of damages to an actor who should have been billed to appear at the London Hippodrome, the court regarded loss of publicity rather than loss of reputation as the preferable expression.

Thompson -v- LMS (1930) 1 KB 41
1930	Contract
	The defendant train company claimed exemption from liability for damages under a clause printed not on the ticket, but in small print on the rear of the timetable. Held: The clause was successfully incorporated in the contract and exempted the company from liability.

C Hole -v- Garnsey [1930] AC 472
1930 HL Lord Tomlin	Contract	Casemap 1 Citers
	Under Rule 64 of a Society registered under the Act, rules could be amended "by resolution of a three-fourths majority at a special general meeting". Various amendments were carried by a three-fourths majority of the shareholders. The effect of one of the amendments, if valid, was to impose on many members an obligation to subscribe for additional shares. The appellant was a dissentient member who sought to challenge the power of the society to impose such an obligation. Held: The House considered the Society's powers of amendment to its rules. A power of amendment reserved in a trust must be exercised for the purpose for which it was granted. The amendment here not only to lead to absurd and fundamentally unacceptable conclusions, but was also at variance with the essential nature of the transaction and the relationship between the parties. Lord Tomlin said: "Does a power enabling a majority to amend the rules justify as against a dissenting member any alteration whatever, where, as here, neither by the statute nor by the rules themselves is any one rule expressed to be more fundamental and unalterable than any other? The answer in my judgment must be in the negative. In construing such a power as this, it must, I think, be confined to such amendments as can reasonably be considered to have been within the contemplation of the parties when the contract was made, having regard to the nature and circumstances of the contract. I do not base this conclusion upon any narrow construction of the word "amend" in Rule 64, but upon a broad general principle applicable to all such powers."
	Industrial and Provident Societies Act 1893

Bell -v- Lever Brothers Ltd [1931] 1 KB 557
1931 CA Greer LJ, Lawrence LJ	Company, Contract	Casemap 1 Citers
	The court was asked as to the duties of a company director: "It does not seem to me open to question that the directors of a company occupy a fiduciary position towards the company, with the result that they cannot retain a benefit they have obtained by an agreement with the company unless they have made full disclosure of all material facts known to them."

Kolbin & Sons -v- Kinnear & Co Ltd [1931] UKHL 4; (1931) 40 Ll L Rep 241; 1931 SLT 464; 1931 SC (HL) 128
6 Jul 1931 HL	Scotland, Contract, Damages	Casemap 1 Citers
	Claim for wrongful delivery of goods.
	Link[s] omitted

Bell -v- Lever Brothers Ltd [1932] AC 161; [1931] UKHL 2
15 Dec 1931 HL Atkin L, Lord Thankerton, Lord Blanesburgh	Contract, Company	Casemap 1 Citers
	Bell was director and chairman of Niger, a subsidiary of Lever Brothers Ltd who dismissed him, offering and paying £30,000 compensation. Lever then discovered that Mr Bell had made secret profits at the expense of Niger for which he could have been summarily dismissed. Lever sought repayment of the £30,000 and claimed rescission of the agreement for fraud. The jury found that there was no fraud, but if Lever had known of the dealings giving rise to the secret profits, it would not have paid compensation. Before the trial, Bell admitted his liability to account to Niger for his secret profits, and made a payment into court. Held: The court laid down the test for identifying a mutual mistake in contract allowing the contract to be declared void. The mistake must render the subject matter of the contract essentially and radically different from the subject matter which the parties believed to exist. Was it the common assumption or pre-condition upon which the compromise agreement was made? The House asked whether there was a positive duty on the part of Bell and Snelling to disclose the breaches of contract they made. Lord Atkin concluded they had no such duty, saying of Healey: "It will be notice that Bell was not a director of Levers and with respect I cannot accept the view of Greer LJ that if he was in a fiduciary relationship with the Niger Company he was in a similar fiduciary relationship with the share holders". Lord Thankerton: "in the absence of fraud … I am of the opinion that neither a servant nor a director of a company is legally bound forthwith to disclose any breach of the obligations arising out of the relationship so as to give the master or the company the opportunity of dismissal …" However, he also said, "there may well be case where the concealment of the misconduct amounts to a fraud on the master or company …" Lord Atkin considered the possible duty of disclosure of an intending partner: "Fraudulent concealment has been negatived by the jury; this claim is based upon the contention that Bell owed a duty to Levers to disclose his misconduct, and that in default of disclosure the contract was voidable. Ordinarily the failure to disclose a material fact which might influence the mind of a prudent contractor does not give the right to avoid the contract. The principle of caveat emptor applies outside contracts of sale. There are certain contracts expressed by the law to be contracts of the utmost good faith, where material facts must be disclosed; if not, the contract is voidable. Apart from special fiduciary relationships, contracts for partnership and contracts of insurance are the leading instances. In such cases the duty does not arise out of contract; the duty of a person proposing an insurance arises before a contract is made, so of an intending purchaser."
	Link[s] omitted

Banco de Portugal -v- Waterlow & Sons Ltd [1932] AC 452; [1932] UKHL 1
28 Apr 1932 HL Lord Macmillan	Contract, Damages	Casemap 1 Citers
	Lord Macmillan said: "Where the sufferer from a breach of contract finds himself in consequence of that breach placed in position of embarrassment the measures which he may be driven to adopt in order to extricate himself ought not to be weighed in nice scales at the instance of the party whose breach of contract has occasioned the difficulty. It is often easy after an emergency has passed to criticise the steps which have been taken to meet it, but such criticism does not come well from those who have themselves created the emergency. The law is satisfied if the party placed in a difficult position by reason of the breach of a duty owed to him has acted reasonably in the adoption of remedial measures and he will not be held disentitled to recover the cost of such measures merely because the party in breach can suggest that other measures less burdensome to him might have been taken."
	Link[s] omitted

Wn Hillas & Co Ltd -v- Arcos Ltd [1932] UKHL 2; [1932] 43 LI LR 359
5 Jul 1932 HL	Contract	Casemap 1 Citers
	In the absence of the parties having made the necessary stipulations literally provided therein, the necessary stipulations contained in the original contract may be therein implied, in order to prevent the sterile result of avoidance for uncertainty.
	Link[s] omitted

Vanbergen v St Edmunds Properties Ltd [1933] 2 KB 223
1933 CA Lord Hanworth MR	Contract	Casemap 1 Citers
	Where a variation to a contract agreed upon enables one party to alter its performance under the existing agreement, for it to amount to consideration it must be of some benefit to the other party, and if the variation is introduced entirely for the benefit of the party otherwise in breach it will not constitute good consideration. Lord Hanworth MR said "It is a well established principle that a promise to pay a sum which the debtor is already bound by law to pay to the promisee does not afford any consideration to support the contract."

Hvalfangerselsapet Polaris Aktieselskap -v- Unilever Limited & Others [1933] Comm C1
1933 HL Lord Atkin	Contract
	The House considered the use of specialised dictionary definitions in explaining contract terms: “It is obvious that any such case would have to be carefully scrutinized by the Courts lest under the guise of providing a special “dictionary” the parties should be merely introducing inadmissible evidence as to the negotiations leading up to the contract.” Any construction of a written contract has to be approached by the Court first putting itself in the position of the parties to the contract.

Vandepitte -v- Preferred Accident Insurance Corp. of New York [1933] AC 70
1933 PC Lord Wright	Contract, Insurance	Casemap 1 Citers
	The plaintiff was injured in a motor accident. He failed in a direct claim against the insurers of the negligent defendant driver. The insurance was effected by the father (Mr Berry) of the negligent driver and provided that an indemnity would be available to an authorised driver. Held: The Board rejected the claim as there was no evidence that the father had contracted on behalf of anybody but himself nor that he intended to create a beneficial interest for his daughter. The policy expressly provided that it should benefit a third party (the daughter) and, in effect, a person injured by her negligent driving. However, if a trust is created and if the trust refuses to enforce an obligation, the beneficiary may sue for enforcement, joining the trustee as a defendant Lord Wright: "No doubt at common law no one can sue on a contract except those who are contracting parties … the rule is stated by Lord Haldane in Dunlop Pneumatic Tyre Co. v. Selfridge & Co.: "My Lords, in the law of England certain principles are fundamental. One is that only a person who is a party to a contract can sue on it. Our law knows nothing of a jus quaesitum tertio arising by way of contract. Such a right may be conferred by way of property, as, for example, under a trust, but it cannot be conferred on a stranger to a contract as a right to enforce the contract in personam." In that case, as in Tweddle v Atkinson, only questions of direct contractual rights in law were in issue, but Lord Haldane states the equitable principle which qualifies the legal rule, and which has received effect in many cases, as, for instance, Robertson v. Wait; Affrétéurs Réunis Société Anonyme v. Leopold Walford (London), Ld.; Lloyd's v. Harper – namely, that a party to a contract can constitute himself a trustee for a third party of a right under the contract and thus confer such rights enforceable in equity on the third party. The trustee then can take steps to enforce performance to the beneficiary by the other contracting party as in the case of other equitable rights. The action should be in the name of the trustee; if, however, he refuses to sue, the beneficiary can sue, joining the trustee as a defendant. But, though the general rule is clear, the present question is whether R.E. Berry can be held in this case to have constituted such a trust. But here again the intention to constitute the trust must be affirmatively proved: the intention cannot necessarily be inferred from the mere general words of the policy."

McDonald -v- Dennys Lascelles Ltd (1933) 48 CLR 457
1 Mar 1933 Dixon J	Commonwealth, Contract	Casemap 1 Citers
	(High Court of Australia) "When a party to a simple contract, upon breach by the other contracting party of a condition of the contract, elects to treat the contract as no longer binding upon him, the contract is not rescinded as from the beginning. Both parties are discharged from the further performance of the contract, but rights are not divested or discharged which have already been unconditionally acquired. Rights and obligations which arise from the partial execution of the contract and causes of action which have accrued from its breach alike continue unaffected."
	Link[s] omitted

Mackenzie -v- Royal Bank of Canada (1934) AC 468
1934	Contract
	A transaction may be set aside for misrepresentation or undue influence whether it was procured by the misrepresentation or undue influence of the party seeking to uphold the transaction or that of a third party.

British Motor Trust Co Ltd -v- Hyams (1934) 50 TLR 230
1934 Branson J	Contract, Banking	Casemap 1 Citers
	Mr Lord acquired two motor coaches under two hire-purchase agreements from the claimants and persuaded his mother-in-law to guarantee his obligations by a contract indorsed on the agreements in the following terms:- "We . . . guarantee the due and punctual payment by the . . . hirer of all . . . moneys payable by him under the within written agreement . . . and we further agree that this guarantee shall not be avoided . . . by the owners and the hirer making any variation in the terms of the said agreement . . . provided that no variation shall make us liable for a greater maximum sum under this guarantee than that for which we are at present or may become liable under the present terms of the said agreement." Mr Lord fell into arrears and the claimant, instead of resuming possession, made a new single agreement with him by which the two earlier agreements were consolidated and the vehicles were regarded as being hired together so that Mr Lord could not acquire property in any one vehicle unless he paid all instalments due on both vehicles. Held: The Court described the clause permitting variation to be:- "so wide that it was almost impossible to put any limit to the power to vary." and added:- "It might be that the position of the debtor was so altered that he would be less able to repay the guarantor, but even such a change was not beyond the very wide power of variation contained in the guarantee."

Foley -v- Classique Coaches Ltd [1934] 2 KB 1
1934 CA Maugham LJ, Scrutton LJ	Contract	Casemap 1 Citers
	The sellers had sold to the buyers a piece of land to use in the latter's business as coach proprietors, and also contracted with them to supply all the petrol required for that business "at a price to be agreed by the parties in writing and from time to time". There was an arbitration clause. Held: A term was to be implied that in default of agreement the price of the petrol was to be a reasonable price: if that could not be agreed, it could be settled by arbitration. An agreement which leaves a material term outstanding to be agreed may be not enforceable. Maugham LJ: "It is indisputable that unless all the material terms of the contract are agreed there is no binding obligation. An agreement to agree in the future is not a contract; nor is there a contract if a material term is neither settled nor implied by law and the document contains no machinery for ascertaining it." One contention of the Defendants was that the agreement was an unreasonable and unnecessary restraint of the Defendants' trade and was contrary to public policy and illegal. Scrutton LJ held that there was no "undue" restraint of trade.

Harmer -v- Armstrong [1934] Ch 65
1934 CA Lawrence LJ	Contract, Litigation Practice	Casemap 1 Citers
	The court considered the position where the assignor of a contract was required to attend court as a party when the assignee sought to enforce the debt. Held: A beneficiary under a bare trust could bring proceedings in his own name and, where the trustees refused to sue, joining the other beneficiaries and the trustees as defendants. Lawrence LJ: "The right of a beneficiary in such a case as the present, however, is to enforce the agreement according to its tenor, that is to say in favour of the defendant Armstrong, and not in favour of the plaintiff beneficiaries."

Doyle -v- White City Stadium Ltd [1935] 1 KB 110
1934 CA	Contract, Children	Casemap 1 Citers
	A professional boxer, below the age for making a contract generally, was held to be bound by the terms of his licence from the British Boxing Board of Control, which allowed him to earn his living boxing but required him to keep the rules. It was said that "Similarly, it has been held that an agreement between a minor and a publisher for the publication of the minor's biography which was to be written by a "ghost writer", was binding on the minor."

L'Estrange -v- F Graucob Limited [1934] 2 KB 394; [1934] All ER 16
1934	Contract	Casemap 1 Citers
	The company's order form contained a clause providing them with complete exemption from liability. Held: If a party signs a written contract incorporating standard terms, the party is on its face bound by those terms whether he or she has read them or not.

Cammell Laird & Co Ltd -v- Manganese Bronze and Brass Co Ltd [1934] AC 402
1934 HL Lord Wright	Contract	Casemap 1 Citers
	Shipbuilders agreed to build two ships to carry heavy liquids. They were to have propellers of special construction and diameter according to certain specifications. One proved unsatisfactory because it caused too much noise. Held: If the defect in goods sold which renders them unfit for their purpose is due to a characteristic which it lay within the sphere of expertise of the seller to detect and avoid, the responsibility for their unfitness lies with the seller. Since the facts came within the first exception to section 14 of the Act, the seller fell into breach of the implied condition that it should be reasonably fit for that purpose. Lord Wright said: " What subsection (2) now means by ‘merchantable quality’ is that the goods in the form in which they were tendered were of no use for any purpose for which such goods would normally be used and hence were not saleable under that description."
	Sale of Goods Act 1893 14

Maple Flock Co v Universal Furniture Products (Wembley) Ltd [1934] 1 KB 148
1934 CA Lord Hewart LCJ, Lord Wright and Slesser LJ	Contract
	The court considered the effect of a breach in a contract for delivery by instalments. Held. The chief considerations are first, the ratio quantitatively which the breach bears to the contract as a whole, and secondly, the degree of probability or improbability that such a breach will be repeated. Lord Hewart LCJ said: "The language of the Act is substantially based on the language used by Lord Selborne L.C. in Mersey Steel and Iron Co. v Naylor, Benzon & Co. 9 App. Cas. 434, 438, where he said: “I am content to take the rule as stated by Lord Coleridge in Freeth v Burr (1874) L.R. 9 C.P.208, which is in substance, as I understand it, that you must look at the actual circumstances of the case in order to see whether one party to the contract is relieved from its future performance by the conduct of the other; you must examine what that conduct is, so as to see whether it amounts to a renunciation, to an absolute refusal to perform the contract, such as would amount to a rescission if he had the power to rescind, and whether the other party may accept it as a reason for not performing his part.” In Freeth v Burr Lord Coleridge C.J. stated the true question to be: “Whether the acts and conduct of the party evince an intention no longer to be bound by the contract”. . . the true test will generally be, not the subjective mental state of the defaulting party, but the objective test of the relation in fact of the default to the whole purpose of the contract."
	Sale of Goods Act 1893

Revell -v- London General Insurance Co [1934] 50 Lloyd's Rep 114
1934 MacKinnon J	Contract, Insurance	Casemap 1 Citers
	MacKinnon J said: "if there is an ambiguity in this question so that upon one view of the reasonable meaning which is conveyed to the reasonable reader of it the answer was not false, the company cannot say that on the other meaning of the words the answer was untrue so as to invalidate the policy".

Millar's Machinery -v- David Way (1935) 40 Com Cas 204
1935 CA Maugham LJ, Roche LJ	Damages, Contract	Casemap 1 Citers
	The contract provided for the sellers that "We do not give any other guarantee and we do not accept responsibility for consequential damages." The machinery was not delivered on time and the purchaser sought recovery of his deposit. Held: The purchaser recovered his deposit together with a further sum he had paid for the supply of a replacement machine at short notice. The plaintiffs' right to recover those damages was unaffected by the wording of the contract. Maugham LJ said: "On the question of damages, the word 'consequential' had come to mean 'not direct', but damages recovered by the Defendants on the Counterclaim arose directly from the Plaintiffs' breach of contract under section 51(2) of the Sale of Goods Act 1893." Roche LJ said that the damages recovered by the defendants on the counterclaim are not merely "consequential" but resulted directly and naturally from the plaintiffs' breach of contract.
	Sale of Goods Act 1893 51(2)

Ebbw Vale Steel Co -v- Tew [1935] 79 SJ 593
1935 CA	Contract, Employment, Damages	Casemap 1 Citers
	The court considered the damages to be awarded where an employee left without the proper notice: "The Judge should ascertain the workman's probable output during the time of default, find its selling value, deduct the expenses which would have been incurred had the workman performed his contract, and which were not incurred when he failed to produce it, and award that amount to the employer."

Howard -v- Odhams Press [1935] 1 KB 1
1935 CA Slesser LJ	Contract	Casemap 1 Cites 1 Citers
	The plaintiff claimed damages arising out of disclosure to his union of fraudulent activities in the defendant's competition department of which he had been a member, such disclosure being contrary to an agreement between the claimant and his employers. Held; The contract sued upon was invalid as being against public policy since as it purported to prevent the defendants from giving information to third parties which might assist them to secure the conviction of persons who had defrauded them in the past or to prevent commission of frauds against them in the future. Slesser LJ said: "It may be said that the particular facts on which this agreement is said to be illegal are not those precisely of stifling a prosecution or compounding a crime; but the agreement would in my opinion have the necessary effect of restricting the opportunity which the defendants and others might otherwise possess to assist the authorities in the investigation of, and, if necessary, in the prosecution of the alleged crimes." He approved Lound and added "and a fortiori if they are criminal".

Millar's Machinery Co Ltd -v- David Wray & Son (1935) 40 Com Cas 204
1935 CA Maugham LJ, Roche LJ	Contract	Casemap 1 Citers
	In a contract, the sellers stated: "We do not give any other guarantee and we do not accept responsibility for consequential damages." Held: The purchaser recovered the deposit paid towards the price of a machine prior to delivery and also a further sum paid for the supply of a replacement machine at short notice: "On the question of damages, the word 'consequential' had come to mean 'not direct', but damages recovered by the Defendants on the Counterclaim arose directly from the Plaintiffs' breach of contract under section 51(2) of the Sale of Goods Act 1893." Roche LJ: the damages recovered by the defendants on the counterclaim are not merely "consequential" but resulted directly and naturally from the plaintiffs' breach of contract.
	Sale of Goods Act 1893 51(2)

Inland Revenue Commissioners -v- Raphael and Ezra [1935] AC 96
1935 HL Lord Wright	Contract	Casemap 1 Citers
	Parties to a contract should be presumed to have intended what in fact they have said.

Maritime National Fish Ltd -v- Ocean Trawlers Ltd [1935] UKPC 1; [1935] AC 524
12 Apr 1935 PC Atkin, Tomlin, MacMillan, Wright LL	Commonwealth, Contract	Casemap 1 Cites 1 Citers
	The parties contracted for a charter of a fishing ship. It then became unlawful for a ship to use otter trawl, the only equipment available to the ship, without a licence, but the number of licences was restricted and did not include this ship. The charterers claimed that the contract was frustrated. The Supreme Court of Canada said that the contract remaned binding since the charterers had selected other ships to be licensed. Held: The decision to opt to licence other ships determined the appeal in favour of the owners. The loss of the St. Cuthbert's licence was correctly described, quoad the appellants as "a self induced frustration."
	Link[s] omitted

With -v- O'Flanagan [1936] 1 Ch 375; [1936] 1 All ER 727
1936 CA Lord Wright MR	Contract	Casemap 1 Cites 1 Citers
	When negotiating to enter into a contract, a person may have a duty to disclose material facts which come to his notice before the conclusion of a contract if they falsify a representation previously made by him. A representation as to the profits of a medical practice made with a view to inducing purchasers to buy the practice was a continuing representation. The vendor had a duty to communicate a change in circumstances to the purchaser. When a party makes a statement that is true at the time, there is an obligation to rectify if that statement becomes untrue in the course of negotiations.

Warmingtons -v- McMurray [1936] 2 All ER 745
1936 Goddard J	Legal Professions, Contract	Casemap 1 Citers
	The rule that a solicitor conducting litigation for a client has an entire contract and that he must fulfil it before being entitled to payment is part of the general law of contract. Where there is an entire consideration there must be entire performance to entitle the plaintiff to remuneration. Goddard J added "If however a client does not perform his part of a bargain, that would discharge the solicitor and he may then sue on a quantum merit." He instanced a case where the client failed to put the solicitor in funds for counsel's fees and other disbursements.

Alexander -v- Rayson (1936) 1 KB 169
1936 CA	Litigation Practice, Contract	Casemap 1 Citers
	The action was for arrears of rent. The evidence at trial was that the plaintiff granted a lease to the defendant at a rent of £1200 and contracted that certain services in connection with the flat would be performed. The plaintiff sent the defendant two documents. One was a lease with the benefit of certain services at a rent of £450 pa. The other was an agreement for services in connection with the flat for a consideration of £750. The plaintiff used these two documents because he planned to defraud the local Assessment Committee by representing that the total rent was £450. The flat had been assessed at £720 gross, £597 net but when the plaintiff submitted just the lease to the Assessment Committee the gross valuation was reduced to £270. However, the valuation authority learned about the other agreement from the tenant and restored the original figures of £720 gross and £597 net. Sometime later, the plaintiff sued for arrears of rent and was met by the defence of illegality. Held: The Court referred to a number of cases where the contract in question had been held to be unenforceable because it was intended that the subject matter of the contract was to be used for an unlawful purpose. It is not right that the judge of fact should be asked to express any opinion upon the evidence until the evidence is completed: "Where an action is being heard by a jury it is, of course, quite usual and often very convenient at the end of the case for the plaintiff, or of the party having the onus of proof, as the defendant had here, for the opposing party to ask for the ruling of the judge whether there is any case to go to the jury, who are the only judges of fact. It also seems to be not unusual in the King’s Bench Division to ask for a similar ruling in actions tried by a judge alone. We think, however, that this is highly inconvenient. For the judge in such cases is also the judge of fact, and we cannot think it right that the judge of fact should be asked to express any opinion upon the evidence until the evidence is completed. Certainly no one would ever dream of asking a jury at the end of a plaintiff’s case to say what verdict they would be prepared to give if the defendant called no evidence, and we fail to see why a judge should be asked such a question in cases where he and not a jury is the judge that has to determine the facts. In such cases we venture to think that the responsibility for not calling rebutting evidence should be upon the other party’s counsel and upon no one else."

Way -v- Latilla [1937] 3 All ER 759
1937 HL Lord Atkin, Lord Wright	Contract, Damages	Casemap 1 Citers
	Mr Way (W), the plaintiff, was employed by Ariston, which had mining operations in Africa, as a consulting engineer and manager. He met the respondent (L) in England. He was asked to seek options to acquire concessions the respondent might acquire. In return, he was promised a share. W returned and acquired concessions. They agreed his reward would be decided on returning, and L promised W a substantial interest in his new Trust copany. They agreed no amount, but only that he should receive a share of the concessions. W now sought his remuneration. At trial he was awarded £30,000 on the basis of a contract between the parties. The court of appeal disagreed and held that no contract was made. Held: There was no concluded contract, and the court could not complete one for the parties but that W was entitled to remuneration on a quantum meruit. The question was the amount of the award. The CA said, applyig evidence from consulting mining engineers, that the proper award was a fee of £600. Lord Atkin said that the CA decision ignored the real business position, and that the award was to be fixed by reference to the approach to remuneration adopted by the parties: "My Lords, this decision appears to me to ignore the real business position. Services of this kind are no doubt usually the subject of an express contract as to remuneration, which may take the form of a fee, but may also take the form of a commission share of profits, or share of proceeds calculated at a percentage, or on some other basis. In the present case, there was no question of fee between the parties from beginning to end. On the contrary, the parties had discussed remuneration on the footing of what may loosely be called a "participation," and nothing else. The reference is analogous to the well known distinction between salary and commission. There are many employments the remuneration of which is, by trade usage, invariably fixed on a commission basis. In such cases, if the amount of the commission has not been finally agreed, the quantum meruit would be fixed after taking into account what would be a reasonable commission, in the circumstances, and fixing a sum accordingly. This has been an everyday practice in the courts for years. But, if no trade usage assists the court as to the amount of the commission, it appears to me clear that the court may take into account the bargainings between the parties, not with a view to completing the bargain for them, but as evidence of the value which each of them puts upon the services. If the discussion had ranged between 3 per cent on the one side and 5 per cent on the other, all else being agreed, the court would not be likely to depart from somewhere about those figures, and would be wrong in ignoring them altogether and fixing remuneration on an entirely different basis, upon which, possibly, the services would never have been rendered at all. That, in fixing a salary basis, the court may pay regard to the previous conversation of the parties was decided by the Court of Exchequer in 1869, in Scarisbrick v Parkinson, where the terms of an agreement, invalid under the Statute of Frauds, were held to be admissible as evidence in a quantum meruit. This seems to me to be good law, and to give effect to a principle which has been adopted regularly by the courts not only in fixing remuneration for services but also in fixing prices, sums due for use and occupation, and, indeed, in all cases where the court has to determine what is a reasonable reward for the consideration given by the claimant. As I have said, the rule applied in fixing the amount of the remuneration necessarily applies to the basis on which the amount is to be fixed. I have therefore no hesitation in saying that the basis of remuneration by fee should, in this case, on the evidence of the parties themselves, be rejected, and that Mr Way is entitled to a sum to be calculated on the basis of some reasonable participation." He fixed the award at £5,000. Lord Wright said that the court had to do its best to arrive at a figure which was fair and reasonable to both parties on all the facts of the case. He continued: "One aspect of the facts to be considered is found in the communings of the parties while the business was going on. Evidence of this nature is admissible to show what the parties had in mind, however indeterminately, with regard to the basis of remuneration. On those facts, the court may be able to infer, or attribute to the parties, an intention that a certain basis of payment should apply. This evidence seems to me to show quite clearly that the appellant was employed on the basis of receiving a remuneration depending on results. If he had been unsuccessful, he would have been entitled to no more than his expenses, but the respondent had led him to believe that, if the concessions he obtained were valuable, his remuneration would be on the basis of some proportion of their value." and "While it is not unknown that such services should be remunerated by a fee if it is expressly or impliedly so agreed, this is by no means necessarily, and would not generally be, the case. The idea of such a fee being excluded, it follows that the question of the amount to which the appellant is entitled is left at large, and the court must do the best it can to arrive at a figure which seems to it fair and reasonable to both parties, on all the facts of the case. One aspect of the facts to be considered is found in the communings of the parties while the business was going on. Evidence of this nature is admissible to show what the parties had in mind, however indeterminately, with regard to the basis of remuneration. On those facts, the court may be able to infer, or attribute to the parties, an intention that a certain basis of payment should apply."

Mutual Finance Ltd -v- John Wetton & Sons Ltd [1937] 2 KB 389; [1937] 2 All ER 657
1937 Porter J	Contract, Undue Influence	1 Citers
	A relative of a forger gave a guarantee in circumstances where the forger had been threatened with prosecution. He now pleaded economic duress. Held: The guarantee should be set aside. The court considered the distinction between dures and undue influence. Porter J said: "Not only is no direct threat necessary, but no promise need be given to abstain from a prosecution. It is enough if the undertaking was given owing to a desire to prevent prosecution and that desire were known to those to whom the undertaking was given. In such a case one may imply (as I do here) a term in the contract that no prosecution should take place . . A threat made by a party to a contract may be illegitimate when coupled with a demand for payment even where the threat is one an action which would otherwise be lawful." The line between permissible forms of persuasion and undue influence is ultimately regulated by considerations of public policy.

Clayton -v- Clayton 1937 SC 619
1937	Scotland, Contract	Casemap
	It was alleged that the pursuers and the defender had clubbed together to buy a ticket in an Irish lottery. The ticket was bought in the name of the defender, and a sum of money was won. The action was brought to compel him to share the winnings with the pursuers. The parties were alive to the issue of sponsio ludicra, and it was conceded that the obligation to buy the ticket might have been unenforceable on that ground; but neither the parties nor the court raised any question as to whether the obligation to share the winnings might also be unenforceable on that ground.

A/S Rendal -v- Arcos Ltd (1937) 43 Com Cas 1, HL; (1937) 58 LLR 287
1937 HL Lord Wright, Lord Maugham	Contract	Casemap 1 Citers

Thorne -v- Motor Trade Association [1937] AC 797; [1937] 3 All ER 157
1937 HL Lord Atkin, Lord Wright	Torts - Other, Contract	Casemap 1 Citers
	The House confirmed a declaration granted as to validity of a rule of association notwithstanding the absence of any dispute. The House considered the nature of the threat required to establish a defence of duress. Lord Wright observed that the word 'menaces' is to be liberally construed and is not limited to threats of violence, but includes threats of any action detrimental, or unpleasant, to the person addressed. It may also include a warning that in certain events such action is intended. Lord Atkin said: "The ordinary blackmailer normally threatens to do what he has a perfect right to do - namely, communicate some compromising conduct to a person whose knowledge is likely to affect the person threatened. Often indeed he has not only the right but also the duty to make the disclosure, as of a felony, to the competent authorities. What he has to justify is not the threat, but the demand of money. The gravamen of the charge is the demand without reasonable or probable cause: and I cannot think that the mere fact that the threat is to do something a person is entitled to do either causes the threat not to be a 'menace' within the Act or in itself provides a reasonable or probable cause for the demand." and "It appears to me that if a man may lawfully, in the furtherance of business interests, do acts which will seriously injure another in his business he may also lawfully, if he is still acting in furtherance of his business interests, offer that other to accept a sum of money as an alternative to doing the injurious acts. He must no doubt be acting not for the mere purpose of putting money in his pocket, but for some legitimate purpose other than the mere acquisition of money." In this case "If the Council bona fide exercised this power with the bona fide intention only of carrying out this trade policy, in my opinion they would not be demanding the payment without reasonable and probable cause." but "It is plain that these rules and any similar rules of any other association in any other trade are capable of being abused: and if so nothing in this decision will prevent offenders from being subjected to criminal law. But if the rules were genuinely enforced I am satisfied that there would not be as in my opinion in Denyer's case [1926] 2 KB 258 there was not, any evidence of an absence of reasonable or probable cause."
	Larceny Act 1916 29(1)

Trade Indemnity Co Ltd -v- Workington Harbour and Dock Board [1937] AC 1
1937 HL Lord Atkin	Banking, Contract	Casemap 1 Citers
	The House held that a loan of £45,000 made by a building owner to a building contractor did not constitute an agreement "for any alteration in or to" the building contract which the company had guaranteed. The question was whether it was "within the general purview of the original guarantee". Lord Atkin also said: "My Lords, both actions were brought on the money bond." – That is the first and second actions. – "It is well established that in such an action the plaintiff has to establish damages occasioned by the breach or breaches of the conditions, and, if he succeeds, he recovers judgment on the whole amount of the bond, but can only issue execution for the amount of the damages proved."

White -v- Bijou Mansions [1937] Ch 610
1937 ChD Simonds J	Contract, Land	Casemap 1 Citers
	The court heard an argument that section 56 of the 1925 Act had not changed the law to allow a third party to sue under a covenant to which he had not been party. Held: Simonds J rejected an argument that section 56 enabled anyone to take advantage of a covenant if he could shew that if the covenant were enforced it would redound to his advantage: "Just as under section 5 of the Act of 1845 only that person could call it in aid who, although not a party, was yet a grantee or covenantee, so under section 56 of this Act only that person can call it in aid who although not named as a party to the conveyance or other instrument is yet a person to whom that conveyance or other instrument purports to grant something or with which some agreement or covenant is purported to be made."
	Law of Propety Act 1925 56

Birmingham -v- Renfrew (1937) 57 CLR 666; [1937] HCA 52
11 Jun 1937 Dixon J, Latham CJ	Wills and Probate, Contract, Commonwealth, Trusts	Casemap 1 Cites 1 Citers
	(High Court of Australia) Cases of mutual wills are only one example of a wider category of cases, for example secret trusts, in which a court of equity will intervene to impose a constructive trust. Latham CJ described a mutual will arrangement as "a trust which is declared by the law to affect the conscience of [the survivor's] executor and of the volunteers who are devisees or legatees under his will." Dixon J set down the principles for mutual wills: "It has long been established that a contract between persons to make corresponding wills gives rise to equitable obligations when one acts on the faith of such an agreement and dies leaving his will unrevoked so that the other takes property under its dispositions. It operates to impose upon the survivor an obligation regarded as specifically enforceable. It is true that he cannot be compelled to make and leave unrevoked a testamentary document and if he dies leaving a last will containing provisions inconsistent with his agreement it is nevertheless valid as a testamentary act. But the doctrines of equity attach the obligation to the property. The effect is, I think, that the survivor becomes a constructive trustee and the terms of the trust are those of the will he undertook would be his last will . . The purpose of an arrangement for corresponding wills must often be, as in this case, to enable the survivor during his life to deal as absolute owner with the property passing under the will of the party first dying. That is to say, the object of the transaction is to put the survivor in a position to enjoy for his own benefit the full ownership so that, for instance, he may convert it and expend the proceeds if he choose. But when he dies he is to bequeath what is left in the manner agreed upon. It is only by the special doctrines of equity that such a floating obligation, suspended, so to speak, during the lifetime of the survivor can descend upon the assets at his death and crystallize into a trust. No doubt gifts and settlements, inter vivos, if calculated to defeat the intention of the compact, could not be made by the survivor and his right of disposition, inter vivos, is, therefore, not unqualified. But, substantially, the purpose of the arrangement will often be to allow full enjoyment for the survivor’s own benefit and advantage upon condition that at his death the residue shall pass as arranged.”
	Link[s] omitted

Associated Distributors Ltd -v- Hall [1938] 2 KB 83
1938 CA	Contract	Casemap 1 Citers
	The common law doctrine of penalty is inapplicable where the triggering event is not a breach of contract.

Re Chetwynd's Estate [1938] Ch 13
1938 CA Greene MR	Contract	Casemap 1 Cites 1 Citers
	A liability arose on a joint and several promissory note, where it was clear that one of the two parties (C) was the principal debtor and the other (S) was, as between them, in the position of a guarantor. The note did not comply with the 1927 Act. Unaware of this, S paid what C had failed to pay, and claimed that amount from C's estate after his death. The defendant sought to avoid liability because of the non-compliance with the 1927 Act, arguing against S that C's implicit request to him was not "Please pay if I do not" but rather "Please pay whatever sum, if any, I am liable to pay under the contract, but do not pay". Held: The argument was rejected: "the simple implication which arises here is a request by [C] to pay if he, [C], does not pay".
	Moneylenders Act 1927

Aerial Advertising Co -v- Batchelors Peas Ltd (Manchester) [1938] 2 All ER 788
1938 Atkinson J.	Damages, Contract
	Aerial advertising ("Eat Bachelors Peas") took place during Armistice Day services. Held: The court was careful to confine damages to the financial loss flowing from public boycotting of the defendant's goods and to exclude damages for loss of reputation.

Radio Pictures -v- Commissioners of Inland Revenue [1938] 22 TC 106
1938 ChD Lawrence J	Income Tax, Contract	Casemap 1 Citers
	The court considered whether a particular document could properly be included among the batch of documents which as a whole formed the contract, so that the stipulations therein were themselves contractual.

White -v- Bijou Mansions [1938] Ch 351
1938 CA Sir W Greene MR	Contract, Land	Casemap 1 Cites 1 Citers
	The court heard an rejected an argument that s56 worked to allow a third party to sue under a covenant to which he had not been party: "before he can enforce it he must be a person who falls within the scope and benefit of the covenant according to the true construction of the document in question." (Sir W Greene MR)
	Law of Property Act 1925 56

In re Foster [1938] 159 LT 279
1938	Contract	Casemap 1 Citers

Robertson -v- Balfour 1938 SC 207
1938 Aitchison	Scotland, Contract	Casemap 1 Citers
	The rule against enforcing a gaming contract is so clear that the Court will not take cognizance of a supervening contract which is subsidiary to, and flows from, the original gaming contract. The court distinguished these contracts from, this case where the contract was not purely collateral or incidental to the gaming contract.

Shirlaw -v- Southern Foundries (1926) Ltd [1939] 2 KB 206
1939 CA McKinnon LJ	Contract	Casemap 1 Citers
	The court warned against the over-ready application of any principle to justify the implication of terms into a contract. McKinnon LJ set out his 'officious bystander' test: "If I may quote from an essay which I wrote some years ago, I then said: 'Prima facie that which in any contract is left to be implied and need not be expressed is something so obvious that it goes without saying; so that, if while the parties were making their bargain, on officious bystander were to suggest some express provision for it in their agreement, they would testily suppress him with a common "Oh, of course!"' At least it is true, I think, that if a term were never implied by a judge unless it could pass that test, he could not be held to be wrong . . [Thus] a judge ought to be very cautious implying terms in contracts".

Kawasaki Kisen Kabushiki Kaisha of Kobe -v- Bantham Steamship Company Limited [1939] 2 KB 544
1939 CA Sir Wilfred Greene MR	Transport, Contract	Casemap 1 Citers
	The case was heard against the background of an armed conflict between Japan and China. The charterparty contract included a clause providing for cancellation "if war breaks out involving Japan". Held: The court rejected an argument that the meaning of "war", when found in a charterparty, was to depend on either the question whether war had been recognised by the Government, or on international law, or indeed on any technical meaning. The word had to be construed "in a common sense way", in accordance with "the common sense of business men". The case concerned only the construction of the charter party. The phrase "if war breaks out" could not mean "if war is recognised to have broken out by His Majesty's Government": "Nobody would have the temerity to suggest in these days that war cannot exist without a declaration of war. Similarly, the recent events in the world have introduced new methods and a new technique, with regard to which I conceive that writers on international law will dispute for many years to come. I do not propose to be the first to lay down a definition of 'war' in a so called technical sense."

Dies -v- British and International Mining and Finance Corporation Ltd [1939] 1 KB 724
1939 Stable J	Contract	Casemap 1 Citers
	A seller's title to retain a deposit or instalment is conditional upon his completing the contract. Rights of restitution for failure of consideration do not depend on the absence of fault of the plaintiff.

Philippson -v- Imperial Airways Ltd [1939] AC 332
1939 HL	International, Contract	Casemap 1 Citers
	Where parties have entered into a domestic contract in which they have chosen to incorporate the terms of the treaty, the court may be called upon to interpret the treaty for the purposes of ascertaining the rights and obligations of the parties under their contract.

Groom -v- Crocker [1939] 1 KB 194
1939	Legal Professions, Contract, Professional Negligence	Casemap 1 Citers
	An action by a client against a solicitor alleging negligence in the conduct of the client's affairs, is an action for breach of contract. A solicitor is not entitled to payment of his costs by his client where his own negligence makes the work he did quite ineffective.

Vita Food Products Inc -v- Unus Shipping Co Ltd [1939] AC 277
1939 Lord Wright	Contract, Jurisdiction	Casemap 1 Citers
	Goods were shipped from Newfoundland under a bill of lading which contained an exemption for loss caused by the servants of the carrier. This exemption was void by the law of Newfoundland, whose legislature had enacted the Hague Rules, but the action was brought in Nova Scotia where the courts had to apply the proper law of the contract contained in its bill of lading – English law – by which the exemption clause was valid. Lord Wright: "But whatever view a Newfoundland Court might take, whether they would hold that the contracts contained in the bills of lading must be taken to have incorporated the Hague Rules or whether they would hold them to have been illegal, the result would be the same in the present case, where the action was brought not in a Newfoundland but in a Nova Scotian Court. It may be that, if suit were brought on these bills of lading in a Newfoundland Court, and the Court held they were illegal, the Court would refuse to give effect to them, on the basis that a Court is bound to obey the laws of its own Legislature or its own common law . . . . But it does not follow that any other Court could properly act in the same way. If it has before it a contract good by its own law or by the proper law of the contract, it will in proper cases give effect to the contract and ignore the foreign law."

Sowler -v- Potter [1939] 4 All ER 478
1939 Tucker J	Contract, Landlord and Tenant	Casemap 1 Citers
	The defendant had been convicted of an offence in the name of Ann Robinson. She then assumed the name of Ann Potter. The plaintiff's evidence was that, if he had known that she was Ann Robinson, he would not have granted her the lease, and contended that the lease was void for mistake. Held: Rejecting this argument: "This case of landlord and tenant is clearly a case where the consideration of the person with whom the contract was made was a vital element in the contract, and that, therefore, if there was any mistake on the part of the plaintiff with regard to the identity of the person with whom she was contracting, the contract is void ab initio."

Hartog -v- Colin and Shields [1939] 3 All ER 566
1939	Contract	Casemap 1 Citers
	There was a pricing up error. The seller had thought that he was pricing per pound, but the cost was actually calculated per item. Held: If one party to a proposed contract knows or really ought to have known that the offeror does not intend the terms of the offer to be those that the natural meaning of the words would suggest, and that the terms offered were a mistake, he cannot, by purporting to accept the offer, bind the offeror to a contract.

Spence -v- Crawford [1939] 3 All ER 271
1939 HL Lord Wright	Equity, Contract	Casemap 1 Citers
	Lord Wright: "Restoration, however, is essential to the idea of restitution. To take the simplest case, if a plaintiff who has been defrauded seeks to have the contract annulled and his money or property restored to him it would be inequitable if he did not also restore what he had got under the contract from the defendant. Though the defendant has been fraudulent, he must not be robbed, nor must the plaintiff be unjustly enriched, as he would be if he both got back what he had parted with and kept what he had received in return. The purpose of the relief is not punishment, but compensation. The rule is stated as requiring the restoration of both parties to the status quo ante . ."

Wallington -v- Townsend [1939] 1 Ch 588
1939 Morton J	Damages, Land, Contract	Casemap 1 Citers
	Where a vendor of land failed to complete for reasons other than a defect in title and the purchaser was unable to prove a loss of profits he was entitled by way of damages, in addition to the return of the deposit, to interest in respect of the loss of use of the deposit and to the costs of approving and executing the contract, investigating title, preparing the conveyance and of searches.

W J Tatem Ltd -v- Gamboa [1939] 1 KB 132
1939 Goddard J	Contract	Casemap 1 Citers

Kelly -v- Murphy 1940 SC 96
1940	Contract, Scotland
	The court declined to enforce a contract as a wager where it involved determining the winner of a game or contest.

Ross T Smyth & Co Ltd -v- Bailey Son and Co (1940) 56 TLR 825; [1940] 3 All ER 60
1940 HL Lord Wright	Contract	Casemap 1 Citers
	The court looked to what had to be shown for one party to a contract to take the actions of the other as a repudiation: "I do not say that it is necessary to show that the party alleged to have repudiated should have an actual intention not to fulfil the contract. He may intend in fact to fulfil it but may be determined to do so only in a manner substantially inconsistent with his obligations and not in any other way."

Unsworth -v- Elder Dempster Lines Ltd [1940] 1 KB 658; [1940] 1 All ER 362
1940 HL Lord Sumner	Contract	Casemap 1 Citers
	Shippers of cargo on a chartered ship brought an action against the shipowners for damage caused to the cargo by bad stowage, for which the shipowners were responsible. The cargo was shipped under charterers' bills of lading, so that the contract of carriage contained in or evidenced by the bills of lading was between the shippers and the charterers. The shipowners sought to rely, as against the shippers, on an exception in the bill of lading which protected the charterers from liability for damage due to bad stowage. Held: The shipowners were entitled to do so. Lord Sumner: "in the circumstances of this case the obligations to be inferred from the reception of the cargo for carriage to the United Kingdom amount to a bailment upon terms, which include the exceptions and limitations of liability stipulated in the known and contemplated form of bill of lading."

Saint Line Limited -v- Richardsons Westgarth & Co. [1940] 2 KB 99
1940 Atkinson J	Contract, Damages	Casemap 1 Citers
	A clause excluding liability for "any indirect or consequential damages or claims whatsoever". A claim was made for for loss of profit. Held: "What does one mean by 'direct damage'? Direct damage is that which flows naturally from the breach without other intervening causes and independently of special circumstances, while indirect damage does not so flow. The breach certainly has brought it about, but only because of some supervening event or some special circumstances unknown to the seller. In my judgment, the words 'indirect or consequential' do not exclude liability for that which is prima facie recoverable; that is, do not exclude liability for damages which are the direct and natural result of breaches complained of."

Shirlaw -v- Southern Foundries (1926) Ltd [1940] AC 701; [1940] 2 All ER 445
1940 HL Lord Atkin	Contract	Casemap 1 Cites 1 Citers
	Where a party enters into an arrangement which can only take effect by the continuance of an existing state of circumstances, there is an implied engagement on his part that he will do nothing of his own motion to put an end to that state of circumstances. Lord Atkin said: "The arrangement between the parties appears to me to be exactly described by the words of Cockburn C.J. in Stirling v. Maitland (1864) 5 B & S 840, 852: 'If a party enters into an arrangement which can only take effect by the continuance of an existing state of circumstances'; and in such a state of things the Lord Chief Justice said: 'I look on the law to be that there is an implied engagement on his part that he shall do nothing of his own motion to put an end to that state of circumstances, under which alone the arrangement can be operative'. That proposition in my opinion is well established law. Personally I should not so much base the law on an implied term, as on a positive rule of the law of contract that conduct of either the promisor or promisee which can be said to amount to himself 'of his own motion' bringing about the impossibility of performance is in itself a breach."

Kerr -v- John Mottram Ltd [1940] Ch 657
1940 ChD Simonds J	Contract, Company	Casemap
	The court considered an application by a shareholder of a company to enforce an alleged contract for the sale of shares that he claimed were offered to him at a meeting of the company. The minutes of the company meeting did not support the plaintiff’s claim that the contract had been entered into by the shareholder. The plaintiff sought to rely on evidence that was inconsistent with the signed minutes of the meeting, but the Articles provided that the minutes of any meeting purporting to be signed by the chairman should be “conclusive evidence without any further proof of the facts therein stated”. The plaintiff argued that the evidence inconsistent with the minutes is admissible as the secretary may be wrong in his record of what occurred. The defendant argued the words “conclusive evidence” in the Articles of Association mean the minutes were evidence which could not be rebutted and were conclusive between the parties bound by the minutes. The defendant argued that any inconsistent evidence was nadmissible. Held: Simonds J stated: "Now, art. 114 which I have read represents the bargain between the shareholders as to what is to be, as between them, the value and effect of the minutes of the company as recorded in its minute book and signed by the chairman, and their bargain is that it is to ‘be conclusive evidence without any further proof of the facts therein stated.’ I have no doubt that the words ‘conclusive evidence’ mean what they say; that they are to be a bar to any evidence being tendered to show that the statements in the minutes are not correct." This was the "natural meaning" of the words, and: "That is to say, the minutes are to be regarded as evidence which is not to be displaced and is conclusive as between the parties who are bound by them."

Ross T Smyth & Co Ltd -v- T D Bailey Son & Co [1940] 3 All ER 60
1940 HL Lord Wright	Contract	Casemap 1 Citers
	Lord Wright said that: "repudiation of a contract is a serious matter, not to be lightly found or inferred" and "I do not say that it is necessary to show that the party alleged to have repudiated should have an actual intention not to fulfil the contract. He may intend in fact to fulfil it, but may be determined to do so only in a manner substantially inconsistent with his obligations, and not in any other way." and "A mere honest misapprehension, especially if open to correction, will not justify a charge of repudiation."

Scammell & Nephew Ltd -v- HJ & JG Ouston [1941] AC 251
1941 HL Lord Wright	Contract	Casemap 1 Citers
	There was an agreement for a purchase on 'hire-purchase terms' It was challenged as being too uncertain. Held: There were many possible forms of such an agreement. The agreement was void for uncertainty. Lord Wright: "There are in my opinion two grounds on which the court ought to hold that there never was a contract. The first was that the language used was so obscure and so incapable of any definite or precise meaning that the court is unable to attribute to the parties any particular contractual intention. The object of the court is to do justice between the parties, and the court will do its best, if satisfied that there was an ascertainable and determinate intention to contract, to give effect to that intention, looking at substance and not mere form. It will not be deterred by mere difficulties of interpretation. Difficulty is not synonymous with ambiguity so long as any definite meaning can be extracted. But the test of intention is to be found in the words used. If these words, considered however broadly and untechnically and with due regard for all the just implications, fail to evince any definite meaning on which the court can safely act, the court has no choice but to say that there is no contract. Such a position is not often found. But I think it is found in this case. My reason for so thinking is not only based on the actual vagueness and unintelligibility of the words used, but is confirmed by the startling diversity of explanations, tendered by those who think there was a bargain, of what the bargain was. I do not think it would be right to hold the appellants to any particular version. It was all left too vague. There are many cases in the books of what are called illusory contracts, that is, where the parties may have thought they were making a contract but failed to arrive at a definite bargain. It is a necessary requirement that an agreement in order to be binding must be sufficiently definite to enable the court to give it a practical meaning. Its terms must be so definite, or capable of being made definite without further agreement of the parties, that the promises and performances to be rendered by each party are reasonably certain. In my opinion that requirement was not satisfied in this case. . . But I think the other reason, which is that the parties never in intention nor even in appearance reached an agreement, is a still sounder reason against enforcing the claim. In truth, in my opinion, their agreement was inchoate and never got beyond negotiations."

Foaminol Laboratories Ltd -v- British Artide Plastics Ltd [1941] 2 All ER 393
1941 Hallett J	Contract, Defamation, Damages	Casemap 1 Citers
	There is no justification for artificially excising from the damages recoverable for breach of contract that part of the financial loss which might or might not be the subject of a successful claim in defamation. A claim for mere loss of reputation is properly for an action for defamation, and cannot ordinarily be sustained by means of any other form of action, but if pecuniary loss can be established, the mere fact that the pecuniary loss is brought about by the loss of reputation caused by a breach of contract is not sufficient to preclude the plaintiffs from recovering in respect of that pecuniary loss.

Luxor (Eastbourne) -v- Cooper [1941] AC 108
1941 HL Lord Wright, Viscount Simon LC, Lord Russell	Agency, Contract	Casemap 1 Cites 1 Citers
	The vendor company had instructed agents to sell properties on its behalf and had agreed to pay commission on completion of the sale. The sale was agreed with a prospective purchaser introduced by the agents. Before the sale was completed, the vendor company withdrew from the sale because of an objection by one of its directors. The vendor company later sold to someone who had not been introduced by the agents. The agents claimed their commission. Held: A property owner was under no implied obligation not to deal with his property in such a way that the estate agent was deprived of the opportunity of earning the agreed commission. The House considered the use of implied terms. Lord Wright said: "The expression 'implied term' is used in different senses. Sometimes it denotes some term which does not depend on the actual intention of the parties but on a rule of law, such as the terms, warranties or conditions which, if not expressly excluded, the law imports, as for instance under the Sale of Goods Act and the Marine Insurance Act. . But a case like the present is different because what it is sought to imply is based on an intention imputed to the parties from their actual circumstances." Viscount Simon LC said: "in contracts made with commission agents there is no justification for introducing an implied term unless it is necessary to do so for the purpose of giving to the contract the business effect which both parties to it intended it should have". Lord Russell said: "As to the claim for damages, this rests upon the implication of some provision in the commission contract, the exact terms of which were variously stated in the course of argument, the object always being to bind the principal not to refuse to complete the sale to the client whom the agent has introduced. I can find no safe ground on which to base the introduction of any such implied term. Implied terms, as we all know, can only be justified under the compulsion of some necessity. No such compulsion or necessity exists in the case under consideration. The agent is promised a commission if he introduces a purchaser at a specified or minimum price. The owner is desirous of selling. The chances are largely in favour of the deal going through, if a purchaser introduced. The agent takes the risk in the hope of a substantial remuneration for comparatively small exertion … There is no lack of business efficacy in such a contract, even though the principal is free to refuse to sell to the agent's client." and "in my opinion there is no necessity in these contracts for any implication; and the legal position can be stated thus:- If according to the true construction of the contract the event has happened upon the happening of which the agent has acquired a vested right to the commission … then no act or omission by the principal or anyone else can deprive the agent of that right; but until that event has happened, the agent cannot complain if the principal refuses to proceed with, or carry to completion, the transaction with the agent's client".

In re Apex Supply Co Ltd [1942] Ch 108
1942 Justice Gorman	Insolvency, Contract	1 Citers
	A hire purchase agreement provided that if the hirer should go into liquidation, and the owner should retake possession, the hirer would pay a sum by way of compensation for depreciation. Held: The provision for the payment of compensation was not a fraud on the bankruptcy laws as giving the owner company an undue advantage in the event of the hirer company going into liquidation. The provision was not a deliberate device to secure that more money went to the creditor: "it would be extravagant . . to suggest that this clause is aimed at defeating the bankruptcy laws or at providing for a distribution differing from that which the bankruptcy laws permit" and "the penalty area is limited to the narrow field which I have described".

Smith -v- Cox [1942] 2 KB 558
1942 Humphreys J	Contract, Landlord and Tenant	Casemap 1 Cites
	The tenant, Mr Smith, refused to pay rent to the elderly landlady, Ms Rolf, because she had not repaired the property. The defendant agent paid the rent from his own pocket, expecting to recover it when the rent was eventually paid. When he failed to obtain the rent, he distrained and recovered £180, which was the rent due, less deductions for repairs. The plaintiff sued for damages, contending that the distraint was unlawful because the rent had been paid by the defendant. He admitted that the rent was paid without his knowledge and not at his request. Held. The judge found for the defendant. There was no evidence that: "the defendant acted or purported to act or regarded himself as acting as the agent of the plaintiff. The view which I take of this transaction is that the defendant did no more than advance out of his own pocket to an elderly impecunious landlord money which he did not wish her to be without for any length of time and so he took the risk of recouping himself later on. That being so, this action must fail because it is based on the allegation that there was an illegal distress, on the ground that the plaintiff had paid his rent or that somebody had paid it for him." As between a tenant and a landlord, if a stranger or third person purported to make a discharge of rent, the landlord was entitled to reject the payment.

Holt -v- Heatherfield Trust [1942] 2 KB 1
1942	Contract	Casemap 1 Citers
	Consideration is not required to support a statutory assignment of a debt under s136 of the Act and the lack of consideration does not need to be made good by deed.
	Law of Property Act 1925 8136

Booker -v- Palmer [1942] 2 All ER 674
1942 CA Lord Greene MR	Contract	Casemap 1 Citers
	The owner of a cottage agreed to allow a friend to install an evacuee in the cottage rent free for the duration of the war. Held: There was no intention on the part of the owner to enter into legal relationships with the evacuee. Lord Greene MR said: 'To suggest there is an intention there to create a relationship of landlord and tenant appears to me to be quite impossible. There is one golden rule which is of very general application, namely, that the law does not impute intention to enter into legal relationships where the circumstances and the conduct of the parties negative any intention of the kind. It seems to me that this is a clear example of the application of that rule.'

Steamship Line Ltd -v- Imperial Smelting Corporation Ltd [1942] AC 154
1942 HL Viscount Simon LC	Contract	Casemap 1 Citers
	Where express provision has been made in the relevant contract itself for the event allegedly causing the frustration then the contract need not be frustrated. There can be no discharge by supervening impossibility if the express terms of the contract bind the parties to performance notwithstanding that the supervening event may occur

Heyman -v- Darwins Limited [1942] AC 356
1942 HL Viscount Simon LC, Lord Wright, Lord Macmillan, Lord Russell of Killowen, Lord Porter	Insurance, Contract	Casemap 1 Cites 1 Citers
	An arbitration clause will survive a repudiatory breach: "I agree with the Lord Chancellor in thinking that the true ground of the decision in Jureidini v National British and Irish Millers Insurance Co Ltd was the narrowness of the field of submission and the fact that no dispute had arisen on the only point submitted to arbitration." If one party to a contract repudiates it and that repudiation is accepted, then "By that acceptance he is discharged from further performance and may bring an action for damages, but the contract itself is not rescinded." The primary obligations under the contract may come to an end, but secondary obligations then arise, among them being the obligation to compensate the innocent party. The original rights may not then be enforced. But a consequential right arises in the innocent party to obtain a remedy from the party who repudiated the contract for his failure in performance. Lord Porter said that in differentiating between disputes "arising under" and "arising out of" the agreement, the former should be given a narrower meaning. As to the right to rescind, he said: "The three sets of circumstances giving rise to a discharge of contract are tabulated by Anson as: (1) renunciation by a party of his liabilities under it; (2) impossibility created by his own act; and (3) total or partial failure of performance. In the case of the first two, the renunciation may occur or impossibility be created either before or at the time for performance. In the case of the third, it can occur only at the time or during the course of performance."

Chandless-Chandless -v- Nicholson [1942] 2 KB 321
1942	Contract	Casemap
	Relief from forfeiture.

Fibrosa Spolka Akcyjna -v- Fairbairn Lawson Combe Barbour Ltd [1943] AC 32; [1942] UKHL 4
15 Jun 1942 HL Lord Wright, Viscount Simon	Equity, Contract	Casemap 1 Cites 1 Citers
	A contract for the supply by the respondents of special machinery to be manufactured by them was treated as an ordinary contract for the sale of goods. It began valid, but suffered frustration by the outbreak of war. Held: Lord Wright restated in the English language the maxim 'nemo debet locupletari aliena jactura of the civil law: "It is clear that any civilised system of law is bound to provide remedies for cases of what has been called unjust enrichment or unjust benefit, that is to prevent a man from retaining the money of or some benefit derived from another which it is against conscience that he should keep. Such remedies in English law are generically different from remedies in contract or in tort, and are now recognised to fall within a third category of the common law which has been called quasi-contract or restitution." Viscount Salmon said: "when one is considering the law of failure of consideration and of the quasi-contractual right to recover money on that ground, it is, generally speaking, not the promise which is referred to as the consideration, but the performance of the promise. If this were not so, there could never be any recovery of money, for failure of consideration, by the payer of the money in return for a promise of future performance, yet there are endless examples which show that money can be recovered, as for a complete failure of consideration, in cases where the promise was given but could not be fulfilled." Viscount Simon LC said that: "In English law an enforceable contract may be formed by the exchange of a promise for a promise or by the exchange of a promise for an act…but when one is considering the law of failure of consideration and the quasi-contractual right to recover money on that ground, it is, generally speaking, not the promise that is referred to as the consideration but the performance of the promise."
	Link[s] omitted

Leyland & Co -v- Cia Panamena Europea Navigacion [1943] 76 Ll LR 113
1943 CA Goddard LJ	Contract	Casemap 1 Cites 1 Citers
	Goddard LJ : " .... He, therefore, was unwilling to carry out the duty assigned by the contract to him. The defendants either were of the same opinion or adopted his view; for this purpose, it matters not which. Consequently, they neither required him to certify in accordance with the contract, nor did they appoint anyone else in his place" and "Equally, it seems to me, [the Employers] must appoint someone who is willing to perform the duty assigned to him by the contract. If he will not or cannot perform that duty, they must appoint someone who will. Here it is clear that Dr Telfer refused to perform the simple duty of certifying whether the work was properly done....because he took the view, and I will assume honestly, that the contract enabled and, indeed, required him to do something else. .... He, therefore, was unwilling to carry out the duty assigned by the contract to him. The defendants either were of the same opinion or adopted his view; for this purpose, it matters not which. Consequently, they neither required him to certify in accordance with the contract, nor did they appoint anyone else in his place. It is no answer to them to say that they had misinterpreted the contract. It is often the case that a person is guilty of a breach of contract because he has placed a wrong construction on it, but that affords him no defence."

Samuels -v- Davis [1943] K.B. 526
1943	Contract	Casemap 1 Citers
	When a dentist agrees to make a set of false teeth for a patient, there is an implied warranty that they will fit his gums.

James Macara -v- Barclay [1944] 2 All ER 31
1944 CA	Land, Contract	Casemap 1 Citers
	The court declined to express a view on the use of section 49(2) to order the return of a deposit.
	Law of Property Act 1925 49(1)

Hugh Mack & Co Ltd -v- Burns & Laird Lines Ltd (1944) Ll L Rep 377
1944 Andrews LCJ	Commercial, Contract, Transport	Casemap 1 Citers
	The shipment was of men’s clothing carried pursuant to a consignment note and receipt stamped "Non-negotiable". The consignment note named consignees in Scotland and stated: "Please receive for forwarding per Burns and Laird Lines’ steamers the undernoted goods…" These documents were retained by the shipper. The goods were damaged and the shipper claimed against the carrier, which relied on terms incorporated into its receipt. The shipper said that the Hague Rules applied by virtue of the 1924 Act. Held: The claim failed on two grounds. The consignment note and receipt was not a bill of lading or any similar document of title; and in any event the parties had freedom of contract under article VI as amended in the case of coastal trade within the British Isles and Ireland by section 4 of the 1924 Act. The receipt, even if properly described as a "document of title," was not "similar to" a bill of lading. It had none of its characteristics, being different in form; given at a different time; bearing no stamp; does not acknowledge the goods to be on board any particular ship; it was retained by the consignor, not sent to the consignee; and above all, it was not a negotiable instrument, the indorsement and delivery of which could affect the property in the goods shipped.

Love -v- Norman Wright (Builders) Ltd [1944] 1 KB 484
1944	Contract, Taxes - Other	Casemap 1 Citers
	A buyer was under no liability to pay to the registered seller the purchase tax in addition to the agreed purchase price unless the contract so provided.

Denny, Mott & Dickson Ltd -v- James B Fraser & Co Ltd [1944] AC 265
1944 Lord Wright	Contract	Casemap 1 Citers

James B Fraser & Co Ltd -v- Denny, Mott & Dickson Ltd [1944] UKHL 3; 1945 SLT 2; [1944] AC 265; 1944 SC (HL) 35
19 May 1944 HL	Scotland, Contract
	The House was asked whether a contract, entered into before the war, has been brought to a premature conclusion by war regulations which render illegal, and therefore prevent, the due performance of some of the obligations or the due enjoyment of some of the rights under the contract.
	Link[s] omitted

Bowmakers Ltd -v- Barnet Instruments Ltd [1945] KB 65
1945 CA du Parq LJ	Equity, Contract	Casemap 1 Cites 1 Citers
	An action was brought for the wrongful conversion of machine tools delivered under hire purchase agreements which contravened wartime statutory orders. The plaintiff established its legal title to the goods at issue without relying upon the illegal contract pursuant to which it had hired the goods to the defendant. A party to an illegality can recover by virtue of a legal or equitable property interest if, but only if, he can establish his title without relying on his own illegality. The court stated the general rule that a man's right to possession of an article will be enforced notwithstanding the fact that the article came into his possession by reason of an illegal contract. "a man’s right to possess his own chattels will as a general rule be enforced against one who, without any claim of right, . . has converted them to his own use, even though it may appear from the pleadings, or in the course of the trial, that the chattels in question came into the defendant’s possession by reason of an illegal contract between himself and the plaintiff, provided that the plaintiff does not seek, and is not forced, either to found his claim on the illegal contract or to plead its illegality in order to support his claim." and "It must not be supposed that the general rule which we have stated is subject to no exception. Indeed there is one obvious exception, namely that class of cases in which goods claimed are of such a kind that it is unlawful to deal in them at all, as for example, obscene books. No doubt there are others, but it is unnecessary, and would we think be unwise, to seek to name them all or to forecast the decisions which would be given in a variety of circumstances which may hereafter arise".

Phillips -v- Rogers [1945] 2 WWR 53
1945	Commonwealth, Limitation, Contract	Casemap 1 Citers
	The creditor argued that the limitation period was extended anew when the debtor wrote: "Re your correspondence re Mr C H Phillips claim $1300 which he is prepared to settle November 1st for $700. Please thank Mr Phillips for the kind offer. I have no idea where I am going to get $700 and meet your demands by November 1st unless I rob a bank and I really don't think a case of this kind warrants such drastic action on my part. If Mr Phillips or yourself have any ideas how I can get that amount of money, honestly I shall be pleased to consider them."

Cumberland Consolidated Holdings Limited -v- Ireland [1946] KB 264; [1946] 1 All ER 284
1946 CA Lord Greene MR	Contract, Land	Casemap 1 Citers
	A vendor of a warehouse left in the cellars of a warehouse rubbish including bags of hardened cement which would be difficult to remove, and which affected the value of the property and precluded the proper use of the cellar. The buyer complained that he had not been given vacant possession as agreed under the contract. Held: He had not been given vacant possession. Lord Greene MR said: "But it appears to us that what he bargains for is not merely the right in law, but the power in fact to exercise the right. When we speak of a physical impediment we do not mean that any physical impediment will do. It must be an impediment which substantially prevents or interferes with the enjoyment of the right of possession of a substantial part of the property."

Johnson -v- Humphrey [1946] 1 All ER 460
1946	Land, Contract
	Under an open contract for the sale of land, completion must take place within a reasonable time.

In re Miller's Agreement, Uniacke -v- Attorney-General [1941] 1 Ch 615
1947 ChD Wynn-Parry J	Contract, Inheritance Tax	Casemap 1 Cites 1 Citers
	Two partners had covenanted with a retiring partner that on his death they would pay certain annuities to his daughters. The Revenue claimed estate duty. Held: The claim was rejected. The daughters were not parties to the agreement, and had no right to sue for their annuities. Whether they received them or not depended on whether the other partners were willing to pay or if they did not pay whether the deceased partner's executor was willing to enforce the contract. After citing the earlier cases Wynn-Parry J. said: "I think it emerges from these cases that the section has not the effect of creating rights but only of assisting the protection of rights shewn to exist."
	Law of Property Act 1925 56

Eccles -v- Bryant and Pollock [1948] Ch 93; [1947] 2 All ER 865
1947 CA Lord Greene MR, Cohen and Asquith LJJ	Landlord and Tenant, Contract, Legal Professions, Agency	Casemap 1 Citers
	The Plaintiff contended that a letter written by the purchaser's solicitor which effectively set out the terms of the agreement, enclosed the part of the contract signed by the purchaser, and asked in exchange for the counter-part signed by the vendor, created a binding contract between the parties. Held: Negotiations subject to contract for the grant of a lease remain in a state of negotiation until exchange of lease and counter-part. Letters written by solicitors, acting as solicitors relating to a proposed grant of a lease, or related to a proposed acquisition of property by sale, are letters written by agents of the parties who have no authority to conclude a contract; they are not written by agents within whose ostensible authority there lies the function of making a contract. Once the documents had been exchanged however, the parties would be bound. Lord Greene MR said: "One thing is quite clear on the facts of this case to my mind, that both firms of solicitors, one of whom - that is the vendors' solicitors - practised in East Grinstead and the other of whom, the purchaser's solicitors, practised in London, when they were instructed to carry this matter through by their respective clients, contemplated and intended from beginning to end to do so in the customary way which is familiar to every firm of solicitors in the country, namely, by preparing the engrossment of the draft contract when agreed in duplicate, the intention being to do what I have no doubt at this very moment is happening in dozens of solicitors' offices all over the country, namely, to exchange the two parts when signed by their respective clients." and "When parties are proposing to enter into a contract, the manner in which the contract is to be created so as to bind them must be gathered from the intentions of the parties express or implied. In such a contract as this, there is a well-known, common and customary method of dealing; namely, by exchange, and anyone who contemplates that method of dealing cannot contemplate the coming into existence of a binding contract before the exchange takes place. Lord Greene MR continued: "It was argued that exchange is a mere matter of machinery, having in itself no particular importance and no particular significance. So far as significance is concerned, it appears to me that not only is it not right to say of exchange that it has no significance, but it is the crucial and vital fact which brings the contract into existence. As for importance, it is of the greatest importance, and that is why in past ages this procedure came to be recognised by everybody to be the proper procedure and was adopted. When you are dealing with contracts for the sale of land, it is of the greatest importance to the vendor that he should have a document signed by the purchaser, and to the purchaser that he should have a document signed by the vendor. It is of the greatest importance that there should be no dispute whether a contract had or had not been made and that there should be no dispute as to the terms of it. This particular procedure of exchange ensures that none of those difficulties will arise. Each party has got what is a document of title, because directly a contract in writing relating to land is entered into, it is a document of title. That can be illustrated, of course, by remembering the simple case where a purchaser makes a sub-sale. The contract is a vital document for the purpose of the sub-sale. If he had not got the vendor's part, signed by the vendor, to show to the sub-purchaser, he would not be able to make a good title. "If the argument for the purchaser is right and the contract comes into existence before exchange takes place, it would mean that neither party could call upon the other to hand over his part. The non-exchanged part would remain the property of the party who signed it, because exchange would be no element in the contract at all and therefore you could get this position, that the purchaser might wish to resell and would have no right to obtain from the vendor the vendor's signed part."

Central London Property Trust Ltd -v- High Trees House Ltd [1947] 1 KB 130; [1956] 1 All ER 256; [1947] LJR 77; [1947] 175 LT 332; [1947] 62 TLR 557
1947 KBD Denning J	Estoppel, Landlord and Tenant, Contract	Casemap 1 Cites 1 Citers
	The plaintiff leased a block a flats to the defendant in 1939, at an annual rental of £2500. High Trees had difficulty in filling the flats because of the war, and the parties agreed in writing in 1940 to reduce the rental to a half. No time period for the reduction was set. High Trees paid the reduced rent for five years and by late 1945, the flats were full. Central London sought to re-instate the full rent from the second half of 1945, as the war ended. Held: The 1940 agreement was intended to accommodate the peculiar circumstances brought about by war and so lasted only as long as the war. With the flats full by 1945, and now that the war had ended, the variation no longer applied. Central London was now entitled to the full rental. (Obiter) An action for arrears for the years 1940-45 would have failed. The plaintiff was subject to a promissory estoppel. It had made a promise. The defendant had relied upon that promise, and despite the absence of consideration, it would have been unjust to have allowed such a claim. This was an estoppel, a rule of evidence, preventing an 'unjust departure by a party from an assumption of fact which he has caused another party to adopt or accept for the purpose of their legal relations'. Denning J said: "where parties enter into an arrangement which is intended to create legal relations between them and in pursuance of such arrangement one party makes a promise to the other which he knows will be acted on and which is in fact acted on by the promisee, the court will treat the promise as binding on the promisor to the extent that it will not allow him to act inconsistently with it even although the promise may not be supported by consideration in the strict sense and the effect of the arrangement made is to vary the terms of a contract under seal by one of less value."

Branca -v- Cabarro [1947] KB 857
1947 CA	Contract	Casemap 1 Citers
	The fact that the parties might contemplate the possibility of a further written agreement, does not prevent an original agreement being effective as a contract.

Thompson -v- McCullough [1947] 1 KB 447
1947 CA Morton LJ	Land, Contract	Casemap 1 Cites 1 Citers
	The court considered what would constitute delivery of an agreement in escrow. Morton LJ said: "The question of whether a document is delivered as an escrow or as a deed is in general one of fact, and I think that the following passage from Norton on Deeds . . accurately states the law: "Whether the document was delivered as an escrow or as a deed is a question of what the parties intended, and that intention may appear either from their statements or the circumstances." The learned author then quotes the following observation of Parke B. in Bowker v Burdekin (1843) 11 M&W 128 at 147: "you are to look at all the facts attending the execution, to all that took place at the time, and to the result of the transaction; and therefore, though it is in form an absolute delivery, if it can reasonably be inferred that it was delivered not to take effect as a deed till a certain condition was performed, it will nevertheless operate as an escrow." The author goes on: "thus the delivery of a transfer of mortgage was held to be in escrow until the mortgage money had been paid . . and of a conveyance until the purchase money has been paid . . The circumstances relied upon to show delivery as an escrow must be prior to or contemporaneous with, not subsequent to, the delivery. Evidence is, of course, admissible as to what were the circumstances attending the delivery . . and the question is in general one of fact for the jury."

Winter Garden Theatre (London) Ltd -v- Millennium Productions Ltd [1947] 2 All ER 381; [1948] AC 173; [1947] LJR 1422; (1947) 91 Sol Jo 504
1947 HL Lord McDermott, Viscount Simon LC, Lord Porter	Contract	Casemap 1 Citers
	The appellant owner had granted licences to the respondent to use the theatre for productions. After the initial six month's period, the respondent was to have an option for further licences. The contract made no mention of a termination of that licence. Held: The licence was not perpetual. On the giving of notice appropriate to the circumstances, the respondents would have a reasonable time to withdraw. The notice should allow them to 'reap where they have sown'. The respondents had not in this case showed that they had been given insufficient 'packing up' time.

Monarch Steamship -v- Karlshamns Oljefabricker [1948] UKHL 1; 65 TLR 217; 1949 SC (HL) 1; [1949] AC 196; 1949 SLT 51; (1948-49) 82 Ll L Rep 137; [1949] LJR 772; [1949] 1 All ER 1
9 Dec 1948 HL	Contract, Scotland
	Link[s] omitted

Philco Radio -v- Spurling [1949] All ER 882
1949	Contract	Casemap 1 Citers

Victoria Laundry (Windsor) Ltd -v- Newman Industries [1949] 2 KB 528
1949 CA Asquith LJ	Damages, Contract	1 Cites
	The plaintiffs claimed for loss of the profits from their laundry business because of late delivery of a boiler. Held: The Court did not regard "loss of profits from the laundry business" as a single type of loss. They distinguished losses from "particularly lucrative dyeing contracts" as a different type of loss which would only be recoverable if the defendant had sufficient knowledge of them to make it reasonable to attribute to him acceptance of liability for such losses. The vendor of the boilers would have regarded the profits on these contracts as a different and higher form of risk than the general risk of loss of profits by the laundry. The court distinguished the approach to be taken in claims for damages under contract and tort. In cases of breach of contract the aggrieved can only recover such loss actually resulting as was at the time of the contract reasonably foreseeable as likely to result from the breach. In tort, the question whether loss was reasonably foreseeable is addressed to the time when the tort was committed. In contract, the question is addressed to the time when the parties made their contract. Where knowledge of special circumstances is relied on, the assumption is that the defendant undertook to bear any special loss which was referable to those special circumstances. It is assumed too that he had the opportunity to seek to limit his liability under the contract for ordinary losses in the event that he was in breach of it. Asquith LJ said: "1: It is well settled that the governing purpose of damages is to put the party whose rights have been violated in the same position, so far as money can do so, as if his rights had been observed: (Sally Wertheim v..Chicoutimi Pulp Company [1911] AC 301. This purpose, if relentlessly pursued, would provide him with a complete indemnity for loss de facto resulting from a particular breach, however improbable, however unpredictable. This, in contract at least, is recognised as too harsh a rule : hence, 2: In cases of breach of contract the aggrieved party is only entitled to recover such part of the loss actually resulting as was at the time of the contract reasonably foreseeable as liable to result from the breach, 3: What was at that time reasonably so foreseeable depends on the knowledge then possessed by the parties or, at all events, by the party who later commits the breach." and "But to this knowledge, which a contract breaker is assumed to possess whether he actually possesses it or not [under the first rule] there may have to be added in a particular case knowledge which he actually possesses of special circumstances outside the "ordinary course of things" of such a kind that a breach in those special circumstances would be liable to cause more loss. Such a case attracts the operation of the "second rule" so as to make additional loss recoverable".

British Motor Trade Association -v- Salvadori [1949] Ch 556
1949 Roxborough J	Contract, Damages	Casemap 1 Citers
	The plaintiff was a trade association whose policy was to enforce the fixing of prices of motor cars, at a time when the demand for cars greatly exceeded the supply, so that there were large profits to be made by anyone who could acquire a new car free of any obligation to resell it at the manufacturer's price. The plaintiff established that the defendants had sought to attack the plaintiff's policy by conspiracy to breach the contracts entered into by purchasers of new cars, prohibiting resale within twelve months. Held: Time spent in detecting and countering a conspiracy can be included in a claim for damages if there is also other pecuniary loss. Roxborough J said: "But Lord Macnaghten preferred the word "interference" for his statement of the doctrine, and this seems to me to predicate active association of some kind with the breach. But, in my judgment, any active step taken by a defendant having knowledge of the covenant is enough. If this be so, a defendant by agreeing to buy, paying for and taking delivery of a motor-car known by him to be on offer in breach of covenant, takes active steps by which he facilitates a breach of covenant." As to the plaintiff's request for an inquiry as to damages, Roxborough J said: "To resist such a counter-attack (i.e., by the defendants against the plaintiffs' pricing policy) and also counter-attacks from various other directions, the plaintiffs maintain, and must maintain, a large investigation department, and the money actually expended in unravelling and detecting the unlawful machinations of the defendants which have been proved in this case before any proceedings could be taken must have been considerable. I can see no reason for not treating the expenses so incurred which could not be recovered as part of the costs of the action as directly attributable to their tort or torts. That these expenses cannot be precisely quantified is true, but it is also immaterial. Accordingly, the plaintiffs have proved the damage which is essential to the tort of conspiracy, and they are entitled to an inquiry accordingly."

Monarch Steamship Co Ltd -v- Karlshamns Oljefabriker A/B [1949] AC 196
1949 HL Lord Wright	Damages, Negligence, Contract	Casemap 1 Citers
	Damages were sought for breach of contract. Held: After reviewing the authorities on remoteness of damage, the court reaffirmed the broad general rule that a party injured by the other's breach of contract is entitled to such money compensation as will put him in the position in which he would have been but for the breach. The matters did not depend on the differences (if any) between contract and tort in that connection. The reasonable contemplation as to damages was what the court attributed to the parties and the question in such a case must always be what reasonable business men must be taken to have contemplated as the natural or probable result if the contract was broken. The question of whether the damage was foreseeable is a question of fact. Lord Wright said: "Causation is a mental concept, generally based on inference or induction from uniformity of sequence as between two events that there is a causal connection between them . . The common law, however, is not concerned with philosophic speculation, but is only concerned with ordinary everyday life and thoughts and expressions . ."

L Albert & Son -v- Armstrong Rubber Co (1949) 178 F. 2d 182
1949 Learned Hand CJ	International, Contract, Damages	1 Citers
	(United States Court of Appeals, Second Circuit) A purchaser of machines designed to recondition rubber sought damages for breach of contract, namely, the cost of the foundation on which the machines were placed. However, the purchaser did not prove the earnings he would have received from the machines had they been in conformity with the contract. Nor did the defendant prove that the plaintiff would not have recovered his expenditure had the contract been performed. It appears that it was a case where it was difficult to know what the result of the contract would have been. Held: Learned Hand CJ discussed a plaintiff's choice of damages claim for breach of contract: "In cases where the venture would have proved profitable to the promisee there is no reason why he should not recover his expenses. On the other hand, on those occasions in which the performance would not have covered the promisee's outlay, such a result imposes the risk of the promisee's contract upon the promisor. We cannot agree that the promisor's default in performance should under this guise make him an insurer of the promisee's venture; yet it does not follow that the breach should not throw upon him the duty of showing that the value of the performance would in fact have been less than the promisee's outlay. It is often very hard to learn what the value of the performance would have been; and it is a common expedient, and a just one, in such situations to put the peril of the answer upon that party who by his wrong has made the issue relevant to the rights of the other. On principle, therefore, the proper solution would seem to be that the promisee may recover his outlay in preparation for the performance, subject to the privilege of the promisor to reduce it by as much as he can show that the promisee would have lost, if the contract had been performed."

Bigos -v- Bousted [1951] 1 All ER 92
1950	Contract	Casemap
	The defendant sought to send his family abroad for his daughter's health, but wanted to provide more money than would be allowed under exchange controls. He entered into an unlawful arrangement with the plaintiff an Italian national to get around te controls, providing security for his repayment. The plaintiff sought to enforce the security, but abandoned that claim forits illegality. The defendant sought the return of his security saying that thince the contract was yet executory, it was not yet illegal. Held: The reason it had not gone ahead was not due to any repentance of its illegality, but rather frustration by the plaintiff. The parties were in pari delicto, and the court would not come to his aid to recover the security deposited.

Chandris -v- Isbrandtsen-Moller Co Inc [1951] 1 KB 240; (1950) 2 All ER 618; (1950) 84 Lloyds Rep 347
1950 CA Devlin J	Transport, Contract	Casemap 1 Citers
	Although section 3(1) of the 1934 Act expressly empowered only courts of record to include interest in sums for which judgment was given for damages or debt, arbitrators were nevertheless empowered by the agreement of reference to apply English law, including so much of that law as is to be found in the section. The Hague Rules were designed to achieve a part harmonisation of the diverse laws of trading nations. It achieved this by regulating freedom to contract on certain topics only. Devlin J said: "A rule of construction cannot be more than a guide to enable the court to arrive at the true meaning of the parties."
	Hague-Visby Rules - Law Reform (Miscellaneous Provisions) Act 1934 3(1)

Basma -v- Weekes [1950] AC 441
1950 PC Lord Reid	Contract	Casemap 1 Cites
	The appellant requested specific performance of an agreement by which the first three respondents had agreed to sell to him two houses, of which they were tenants in common. The respondents pleaded, inter alia, that the agreement alleged was not a sufficient memorandum to comply with the requirements of the Statute of Frauds in that the purchaser named therein was acting, to the knowledge of the respondents, as agent for the appellant who was the principal and that the agreement did not identify the appellant as purchaser. Held: An agent who contracted in his own name did not cease to be contractually bound because it was proved that the other party knew when the contract was made that he was acting as agent. Also the agreement which was made in his name did not cease in that event to contain the names of the contracting parties, and therefore did not cease to satisfy the Statute of Frauds; and, accordingly that, as the agent could have sued on the contract, so could his principal, the appellant. In a contract subject to the Statute of Frauds the required memorandum in writing must identify the parties and a person could not intervene to claim that he was the true party to the contract when this was not consistent with the terms of the memorandum. A party is nonetheless entitled to enforce the contract to the extent he can perform it.

Solle -v- Butcher [1950] 1 KB 671
1950 CA Lord Denning MR	Equity, Contract	Casemap 1 Citers
	The court set out the circumstances in which the equitable remedy of rescission of a contract is available for mutual mistake. The mistake has to be as to some fundamental element of the contract. What is 'fundamental' is a wider category of event than would make a contract void at common law. In the case of unilateral mistake: "It is now clear that a contract will be set aside if the mistake of the one party has been induced by a material misrepresentation of the other, even though it was not fraudulent or fundamental; or if one party, knowing that the other is mistaken about the terms of an offer, or the identity of a person by whom it is made, lets him remain under his delusion and concludes a contract on the mistaken terms instead of pointing out the mistake." As to a common mistake: In the case of a common mistake: "A contract is also liable in equity to be set aside if the parties were under a common misapprehension either as to the facts or as to their relative rights, provided that the misapprehension was fundamental and that the party seeking to set it aside was not himself at fault."

Charles Rickards Ltd -v- Oppenheim [1950] 1 KB 616
1950 CA Denning LJ	Contract	Casemap 1 Citers
	A buyer of a Rolls-Royce motor chassis agreed for a body to be built upon it by a fixed date. The body was not completed by that date, but after pressing for delivery, he gave a notice that unless delivery of the car with a completed body was effected within four weeks he would cancel the contract. The car was not delivered within the period of four weeks. However, thereafter the plaintiffs sought to deliver the car and, when delivery was not accepted, they sued for the sum due to them under the contract. Held: The defendant was entitled to cancel the contract. The plaintiff argued "that no notice making time of the essence could be given in regard to contracts for work and labour. The judge thought that it was a contract for the sale of goods. It was unnecessary to determine whether it was a contract for the sale of goods or a contract for work and labour, because the defendant was entitled to give a notice bringing the matter to a head. It would be most unreasonable if the defendant, having been lenient and waived the initial expressed time, should, by so doing, have prevented himself from ever thereafter insisting on reasonably quick delivery. He was entitled to give a reasonable notice making time of the essence of the matter. Adequate protection to the suppliers is given by the requirement that the notice should be reasonable." Lord Denning: "If the defendant, as he did, led the plaintiff to believe that he would not insist on the stipulation as to time and that if they carried out the work, he would accept it, and they did it, he could not afterwards set up the stipulation as to time against them. Whether it be called waiver or forbearance on his part or an agreed variation or substituted performance does not matter. It is a kind of estoppel. By his conduct he evinced an intention to affect their legal relations. He made in effect a promise not to insist upon his strict legal rights. That promise was intended to be acted upon and was in fact acted upon. He cannot afterwards go back on it." and "It would be most unreasonable if the defendant having been lenient and waived the initial expressed time, should, by so doing, have prevented himself from ever thereafter insisting on reasonably quick delivery. In my judgment, he was entitled to give a reasonable notice making time of the essence of the matter." The reasonableness of the notice must be judged at the time at which it is given.

Leaf -v- International Galleries (a Firm) [1950] 1 All ER 693
1 Mar 1950 CA Sir Raymond Evershed MR, Denning LJ, Jenkins LJ	Contract
	The plaintiff had purchased a picture from the defendant. By innocent misrepresentation, he was told that it was by Constable, and only learned of the error when he set out to sell it five years later. Held: On the assumption that it was not a Constable and that it had been a condition of the contract that it be such, the plaintiff had had a right to reject the picture. That right would be lost after a reasonable time. Five years was too long, and the right to reject was lost.

Chelsea Building Society -v- Armstrong [1951] Ch 853
1951 ChD Vaisey J	Contract	Casemap 1 Citers
	The court considered a claim to benefit under a contract. Held: Being in fact a party to an agreement might not be enough; the person claiming a benefit must be named a party in the indenture.

British Motor Trade Association -v- Gilbert [1951] 2 All ER 641
1951	Contract, Damages	Casemap 1 Citers
	The plaintiff suffered no financial loss but the award of damages for breach of contract effectively stripped the wrongdoer of the profit he had made from his wrongful venture into the black market for new cars. It was appropriate to go to what he described as a surreptitious market that was fed by persons who had broken their covenants.

Leeman -v- Stocks [1951] 1 Ch 941
1951 Roxburgh J	Contract, Land	Casemap 1 Cites 1 Citers
	The plaintiff's was the highest bid for premises at an auction. The auctioneer used a borrowed form for sale by private treaty, though some clauses were inappropriate. A solicitor present edited the document and put in the date for completion. The auctioneer put in the vendor's initials and surname ("W.E.Stocks"). After the bidding, the auctioneer inserted his details, a description of the premises and the auction price and, when he had obtained it, the purchaser's solicitors name. The document ended with the words "As witness the hand of the parties hereto the day and year before written. Purchaser's solicitor, R.A.C. Symes & Co, Southampton". The purchaser signed the document over a stamp. The auctioneer told the vendor of the sale but did not show him the document. Neither he nor the vendor signed the document in the ordinary sense of the word. The vendor refused to complete alleging that there was no note or memorandum. Held: The auctioneer was agent for both parties; and had authority to put before the purchaser, as he did, a document containing the name of the vendor as the party with whom the contract had been made, and the terms of the contract which had been made, for him to agree in writing. The placing of the name "W.E. Stocks" as the name of the vendor with whom the contract was made by the auctioneer was sufficient to count as a signature of a memorandum by an authorised agent. Although the vendor's name was not inserted in the first instance with reference to a contract with the purchaser, nevertheless when it was put before the purchaser for signature, the vendor's name was in the document in relation to a contract which had become binding, albeit not actionable without a memorandum satisfying the statute. The court was troubled that the document by its own terms contemplated that it should be signed by both parties, from which it could be said that until then it had not been signed at all. As to that he held that when the auctioneer obtained the purchaser's signature neither he, on behalf of the vendor, nor the purchaser intended any other signature ever to be added; but that both intended the document with the purchaser's signature to be the final written record of the contract. The court could examine the evidence to see if the document relied on came into being as a "perfect instrument" i.e. as the intended final embodiment of the agreement and, if it found that it did, the court was not prevented from holding it to be a sufficient memorandum. The "authenticated signature fiction" will only have application where it is intended by each party to the contract that the memorandum or note relied upon "should be the final written record of the contract".

Combe -v- Combe [1951] 2 KB 215
1951 CA Denning LJ, Birkett and Asquith LJJ	Family, Contract, Estoppel	Casemap 1 Cites 1 Citers
	The defendant husband had promised his wife to allow her £100 a year free of tax, without his wife furnishing any consideration for the promise. On his failing to pay, she sued on the promise. Held: Her claim failed. The court declined to treat the principle in High Trees as extending to cover such a case. Promissory estoppel is a defence not itself a cause of action. It is a shield not a sword. Birkett LJ adopted a phrase of the husband's counsel that the principle is "one to be used as a shield and not as a sword". Denning LJ said that the principle "does not create new causes of action. It only prevents a party from insisting upon his strict legal rights, when it would be unjust to allow him to enforce them, having regard to the dealings which have taken place between the parties" Having considered case law on the need for consideration, he said: "In none of these cases was the defendant sued on the promise, assurance, or assertion as a cause of action in itself. He was sued for some other cause, for example, a pension or a breach of contract, or possession, and the promise, assurance, or assertion only played a supplementary role, though, no doubt, an important one. That is, I think, its true function. It may be part of a cause of action, but not a cause of action in itself. The principle, as I understand it, is that where one party has, by his words or conduct, made to the other a promise or assurance which was intended to affect the legal relations between them and to be acted on accordingly, then, once the other party has taken him at his word and acted on it, the one who gave the promise or assurance cannot afterwards be allowed to revert to the previous legal relations as if no such promise or assurance had been made by him, but he must accept their legal relations subject to the qualification which he himself has so introduced, even though it is not supported in point of law by any consideration, but only by his word. Seeing that the principle never stands alone as giving a cause of action in itself, it can never do away with the necessity of consideration when that is an essential part of the cause of action. The doctrine of consideration is too firmly fixed to be overthrown by a side-wind. Its ill effects have been largely mitigated of late, but it still remains a cardinal necessity of the formation of a contract, although not of its modification or discharge. I fear that it was my failure to make this clear in Central London Property Trust Ltd v High Trees House Ltd which misled Byrne J in the present case. He held that the wife could sue on the husband's promise as a separate and independent cause of action by itself, although, as he held, there was no consideration for it. That is not correct. The wife can only enforce the promise if there was consideration for it. That is, therefore, the real question in the case: Was there sufficient consideration to support the promise?

Curtis -v- Chemical Cleaning and Dyeing Co [1951] 1 KB 805
1951 CA Denning LJ	Contract, Torts - Other	Casemap 1 Citers
	The defendant sought to rely on an exemption clause in its garment cleaning contract. The defendant' shop[ assistant had said that it extended only to damage to beads and sequins, whereas by its terms it covered all liability for damage to articles cleaned. Held: A statement about the contents or effect of a written document is capable of amounting to a representation. The defendant was prevented from relying on a general exemption clause on the back of the cleaning ticket. Denning LJ said:"When one party puts forward a printed form for signature, failure by him to draw attention to the existence or extent of the exemption clause may in some circumstances convey the impression that there is no exemption at all, or at any rate not so wide an exemption as that which is in fact contained in the document."

Stedman -v- Swan's Tours (1951) 95 SJ 727 CA
1951 CA Singleton LJ	Contract, Damages	Casemap 1 Citers
	The plaintiffs sought damages for their disappointing holiday. Instead of enjoying the superior rooms with a sea view in a first class hotel expected, the holiday party found that the rooms reserved for them were very inferior and had no sea view. They were unable to obtain accommodation elsewhere, and in the result the whole holiday was completely spoilt. Held. Singleton LJ said that: "Damages could be recovered for appreciable inconvenience and discomfort caused by a breach of contract. It might be difficult to assess the amount to be awarded, but it was no more difficult than to assess the amount to be given for pain and suffering in a case of personal injury."

Bonython -v- Commonwealth of Australia [1951] AC 201
1951 PC Lord Simonds	Commonwealth, Contract	Casemap 1 Citers
	Lord Simonds defined the proper law governing a contract to be: "the system of law by reference to which the contract was made or that with which the transaction has its closest and most real connection."

British Motor Trade Association -v- Gray 1951 SLT 247; 1951 SC 586
1951 Lord Russell, Lord President Cooper	Scotland, Torts - Other, Contract	Casemap
	The test for an allegation of wrongful interference in a contract required something more than a failure to act.

Chelsea and Walham Green Building Society -v- Armstrong [1951] 1 Ch 853
1951 Vaisey J	Contract	Casemap 1 Citers
	Mrs Brooks and Mr Armstrong entered into a deed transferring property from her to him, with provisions about a mortgage in favour of the building society to which the property was subject. The building society was not a party to the deed. Mr Brooks expressly covenanted with the building society that he would repay the mortgage debt then owed by Mrs Brooks. The society sued Mr Brooks claiming that it could enforce that covenant against him notwithstanding that it (the building society) was not a party to the deed. Held: The society could enforce the covenant: 'the document is in form much more analogous to a deed poll. It may be more accurately stated as a deed not inter partes, although it is not strictly a deed poll.' It was not necessary to take account of everything in the whole document, because the whole document included a transfer from Mrs Brooks to Mr Armstrong. As respects that part of the document it undoubtedly a deed inter partes. The court took account of the part of the deed upon which the building society wished to rely despite not being a party to it. As respects that part the document was not a deed inter partes, and it followed that the building society could sue upon to enforce the promise which had been made to it.'

Howard -v- Pickford Tool [1951] 1 KB 417
1951 CA Asquith LJ	Contract	1 Citers
	Asquith LJ said that an unaccepted repudiation is a thing writ in water.

Howard -v- Pickford Truck Co. Ltd [1951] 1 KB 417
1951 CA Asquith LJ	Contract	Casemap 1 Citers
	Asquith LJ said: 'an unaccepted repudiation is a thing writ in water and of no value to anybody.'

Armstrong -v- Strain [1952] 1 KB 236
1952 CA Devlin J	Torts - Other, Contract	Casemap 1 Cites 1 Citers
	(Upheld)

British Movietone News Limited v London and District Cinemas Limited [1952] AC 166
1952 HL Viscount Simon	Contract	Casemap 1 Cites 1 Citers
	Viscount Simon said: "It is of the utmost importance that the action of a court, when it decides that in view of a supervening situation the rights and obligations under a contract have automatically ceased, should not be misunderstood. The suggestion that an "uncontemplated turn of events" is enough to enable a court to substitute its notion of what is "just and reasonable" for the contract as it stands, even though there is no "frustrating event," appears to be likely to lead to some misunderstanding. The parties to an executory contract are often faced, in the course of carrying it out, with a turn of events which they did not at all anticipate – a wholly abnormal rise or fall in prices, a sudden depreciation of currency, an unexpected obstacle to execution, or the like. Yet this does not in itself affect the bargain they have made. If, on the other hand, a consideration of the terms of the contract, in the light of the circumstances existing when it was made, shows that they never agreed to be bound in a fundamentally different situation which has now unexpectedly emerged, the contract ceases to bind at that point – not because the court in its discretion thinks it just and reasonable to qualify the terms of the contract, but because on its true construction it does not apply in that situation."

Pavia & Co SPA v Thurmann-Nielsen [1952] 2 QB 84
1952 CA	Contract	Casemap 1 Citers
	In c.i.f. contracts the credit must be opened at the latest at the beginning of the shipment period. The seller is entitled, before he ships the goods to be assured that when he does so, he will get paid.

Canada Steamship Lines Ltd -v- The King [1952] AC 192
1952 PC Lord Morton of Henryton	Contract	Casemap 1 Citers
	A lease of a freight shed exonerated the lessor from "any claim . . for . . damage . . to . . Goods . . being . . in the said shed" and requiring the lessee to indemnify the lessor "from and against all claims". The negligent use of an oxy-acetylene torch by an employee led to a fire which destroyed the shed and contents. The question was whether the lessee could claim against the lessor for the loss of its goods that had been in the shed. Held: The courts should not ordinarily infer that a contracting party has given up rights which the law confers upon him to an extent greater than the contract terms indicate he has chosen to do; and if the contract terms can take legal and practical effect without denying him the rights he would ordinarily enjoy if the other party is negligent, they will be read as not denying him those rights unless they are so expressed as to make clear that they do. An exclusion clause to be effective must satisfy these three tests "(1) If the clause contains language which expressly exempts the person in whose favour it is made (hereafter called the `the proferens') from the consequences of his own servants, effect must be given to that provision (2) If there is no express reference to negligence, the court must consider whether the words used are wide enough, in their ordinary meaning, to cover negligence on the part of the servants of the proferens (3) If the words used are wide enough for the above purpose, the court must then consider whether `the head of damage may be based on some ground other than negligence' . . . The `other ground' must not be so fanciful or remote that the proferens cannot be supposed to have desired protection against it; but subject to this qualification, . . . the existence of a possible head of damage other then that of negligence is fatal to the proferens even if the words used are prima facie wide enough to cover negligence on the part of his servants."

Barclays Bank -v- Beck [1952] 2 QB 47
1952 CA Denning LJ	Land, Contract	Casemap 1 Citers
	The court drew a distinction between an action on a debt which had been but was no longer secured, and a debt which had not been secured.

B and B Viennese Fashions -v- Losane [1952] 1 All E R 909
1952 CA Jenkins LJ	Contract	Casemap

Lee -v- Showmen's Guild of Great Britain [1952] 2 QB 329; [1952] 1 All ER 1175
1952 CA Denning LJ, Somervell LJ, Romer LJ	Natural Justice, Company, Contract	Casemap 1 Citers
	Decisions of inferior tribunals, including arbitrators, were reviewable on the basis of general error of law on record for which certiorari might issue. A decision may be reviewable where there was no evidence supporting particular conclusions. Denning LJ said: "The jurisdiction of a domestic tribunal, such as the committee of the Showmen's Guild, must be founded on a contract, express or implied. Outside the regular courts of this country, no set of men can sit in judgment on their fellows except so far as Parliament authorises it or the parties agree to it." and "I see no reason why the powers of the court to intervene should be any less in the case of domestic tribunals. In each case it is a question of interpretation. In one of a statute, in the other of the rules, to see whether the Tribunal has observed the law. In the case of statutory tribunals, the injured party has a remedy by certiorari, and also a remedy by declaration and injunction. The remedy by certiorari does not lie to a domestic tribunal but the remedy by declaration and injunction does lie; and it can be as effective as, if not more effective than certiorari. It is, indeed, more effective, because it is not subject to the limitation that the error must appear on the face of the record." and "The committee cannot extend their jurisdiction by giving a wrong construction to the contract, . . no matter how honest they may be. They have only such jurisdiction as the contract on its true interpretation confers on them, not what they think it confers. The scope of their jurisdiction is a matter of the courts." and People have a right, unless expressly or impliedly debarred, to insist for free access to the courts of general jurisdiction of the state: "If parties should seek, by agreement, to take the law out of the hands of the courts and put it into the hands of a private tribunal, without any recourse at all to the courts in case of error of law, then the agreement is to that extent contrary to public policy and void." Romer LJ said: "The proper tribunals for the determination of legal disputes in this country are the courts, and they are the only tribunals which, by training and experience, and assisted by properly qualified advocates, are fitted for the task"

Midgley Estates -v- Hand [1952] QB 432
1952 CA Jenkins LJ	Contract	Casemap 1 Citers
	An estate agent's commission is normally payable upon completion of the sale, but that does not prevent parties from agreeing that it should be payable upon a different event. The question depends on the construction of the particular contract.

Bromley -v- Tyron [1952] AC 265
1952 Lord Simonds LC	Contract	Casemap 1 Citers
	Lord Simonds LC said: "Then it was said that even so the words are uncertain in content, for it is purely a question of degree what constitutes the ‘bulk’. I cannot accept this contention. I think that according to the ordinary use of language the bulk means the greater part, which may according to the subject-matter refer to area, number or value. And that I may not be thought guilty of a solution which is equally obscure, I will add that ‘greater part’ means anything over one-half."

Errington -v- Errington and Woods [1952] 1 KB 290
1952 CA Denning LJ	Landlord and Tenant, Contract	Casemap 1 Citers
	There was a contract by a father to allow his son to buy the father's house on payment of the instalments of the father's Building Society loan. Held: Denning LJ reviewed the cases and said: "The result of all these cases is that, although a person who is let into exclusive possession is prima facie to be considered a tenant, nevertheless he will not be held to be so if the circumstances negative any intention to create a tenancy. Words alone may not suffice. Parties cannot turn a tenancy into a licence merely by calling it one. But if the circumstances and the conduct of the parties show that all that was intended was that the occupier should be granted a personal privilege, with no interest in the land, he will be held to be a licensee only." Lord Denning referred to a number of "exceptional circumstances which negatived the prima facie intention to create a tenancy, notwithstanding that the occupier enjoyed exclusive occupation." One of those exceptional circumstances was where the owner had no power to grant a tenancy. Lord Denning considered the creation of the obligation: "The father's promise was a unilateral contract - a promise of the house in return for their act of paying the instalments. It could not be revoked by him once the couple entered on performance of the act, but it would cease to bind him if they left it incomplete and unperformed, which they have not done. If that was the position during the father's lifetime, so it must be after his death."

Stevenson -v- Macdonald (1952) 1 TLR 101
1952 Denning J	Contract, Employment	1 Citers
	Denning J described the difference between a contract of service and a contract for services: "It is often easy to recognise a contract of service when you see it, but difficult to say wherein the difference lies. A ship's master, a chauffeur, and a reporter on the staff of a newspaper are all employed under a contract, of service; but a ship's pilot, a taximan, and a newspaper contributor are employed under a contract for services".

Hyde -v- Pimley [1952] 2 All ER 102
1952 CA Sir Raymond Evershed MR	Contract	Casemap 1 Citers
	The court drew a distinction between prior consent to a breach of contract and waiver or forbearance. Sir Raymond Evershed MR said: "The learned judge was of opinion that consent to the commission of a particular act was not the same thing as forgiveness of the act after it had been committed and so far we agree with him."

Re Duke of Devonshire's Settlement (1952) ATC 405
1952 Vaisey J	Contract	Casemap 1 Citers
	Vaisey J said: "As a rule the date properly to be inserted in a deed delivered as an escrow is the date at which it was so delivered and not the date when the condition of the delivery has been fulfilled."

Amalgamated Building Contractors -v- Waltham Holy Cross Urban District Council [1952] 2 All ER 452
1952	Contract	Casemap 1 Citers
	Where a contract made explicit allowance for extensions of time for performance, extensions could be granted retrospectively.

Jenning and Chapman Ltd -v- Woodman Matthews & Co [1952] 2 TLR 406
1952	Contract	Casemap 1 Citers

D C Thomson & Co Ltd -v- Deakin [1952] Ch 646
1952 CA Jenkins LJ, Lord Evershed MR	Torts - Other, Contract	Casemap 1 Citers
	The defendant Trades Union was alleged to have indirectly prevented a supplier from performing its contract to supply paper to the plaintiffs by inducing its members to withdraw their services from the supplier. Held: It is a tort at common law knowingly to have contractual dealings which are inconsistent with a prior contract. It is also a tort for a third party directly to do an act, with knowledge of the contract, which, if done by one of the parties to the contract, would have been a breach of contract. Lord Evershed MR considered the tort of directly inducing a breach of contract, saying that it was conceded that the defendant must have acted with the intention of doing damage to the person damaged and that he must have succeeded in his efforts. So far as indirectly procuring a breach of contract was concerned, the same intention had to be proved, but the tort would only be committed if the acts indirectly inducing the breach of contract involved wrongful conduct. Jenkins LJ said: "First . . . there may…be an actionable interference with contractual rights where other means of interference than persuasion or procurement or inducement, in the sense of influence of one kind or another brought to bear on the mind of the contract breaker to cause him to break his contract, are used by the interferer; but, secondly, that (apart from conspiracy to injure, which, as I have said, is not in question so far as this motion is concerned) acts of a third party lawful in themselves do not constitute an actionable interference with contractual rights merely because they bring about a breach of contract, even if they were done with the object and intention of bringing about such breach." Lord Evershed MR: "It was suggested in the course of argument by Sir Frank Soskice and by Mr. Lindner, that the tort must still be properly confined to such direct intervention, that is, to cases where the intervener or persuader uses by personal intervention persuasion on the mind of one of the parties to the contract so as to procure that party to break it. I am unable to agree that any such limitation is logical, rational or part of our law. In such cases where the intervener (if I may call him such) does so directly act upon the mind of a party to the contract as to cause him to break it, the result is, for practical purposes, as though in substance he, the intervener, is breaking the contract, although he in not a party to it…At any rate, it is clear that, when there is such a direct intervention by the intervener, the intervention itself is thereby considered wrongful. I cannot think that the result is any different if the intervener, instead of so acting upon the mind of the contracting party himself, by some other act, tortious in itself, prevents the contracting party from performing the bargain. A simple case is where the intervener, for example, physically detains the contracting party so that the contracting party is rendered unable by the detention to perform the contract."

Mathieson Gee (Ayrshire) Ltd -v- Quigley [1952] UKHL 2; 1952 SLT 239; 1952 SC (HL) 38
6 Mar 1952 HL	Scotland, Contract
	Whether the parties had reached a consensus in idem to form a contract.
	Link[s] omitted

Pharmaceutical Society of Great Britain -v- Boots Cash Chemists (Southern) Ltd [1952] 2 All ER 456; [1952] 2 QB 795; [1953] EWCA Civ 6
16 Jul 1952 QBD Lord Goddard CJ	Contract	Casemap 1 Cites 1 Citers
	The Society was responsible for ensuring that sales of controlled pharmaceuticals only took place under the supervision of a pharmacist. The defendants had adopted supermarket style arrangements where the purchaser selected the goods and took them to a till. The Society said that a sale took place when the goods were selected, and at a time when the transaction was unsupervised. 'The question is whether the offer is an offer of the purchaser, or an offer of the buyer.' Held: There was in principle no difference between the supermarket type arrangement and an ordinary shop. 'The mere exposure of goods for sale by a shopkeeper indicates to the public that he is willing to treat but does not amount to an offer to sell. I do not think I ought to hold that that principle is completerly reversed merely because there is a self-service scheme, such as this, in operation. In my opinion it comes to no more than that the customer is informed that he may himself pick up an article and bring it to the shopkeeper with a view to buying it, and if, but only if, the shopkeeper then expresses his willingness to sell, the contract for sale is completed. In fact, the offer is an offer to buy, and there is no offer to sell. . . ' There is no sale until acceptance of the price at the till. The shopkeeper has to be free to refuse to sell, and the buyer free to pick something up without having immediately bought it. "The offer, the acceptance of the price, and therefore the sale, take place under the supervision of the pharmacist."
	Pharmacy and Poisons Act 1933 18(1)(a)(iii)
	Link[s] omitted

Brewer Street Investment -v- Barclays Woollen Co [1954] 1 QB 428; [1953] 2 All ER 1330
1953 CA Lord Denning MR	Contract, Landlord and Tenant	Casemap 1 Citers
	A prospective tenant for whom a landlord had carried out alterations on the premises was not permitted to break off negotiations for the lease solely to escape liability for the cost of such alterations. Lord Denning said: "What, then, is the position when negotiations go off without the default of either? On whom should the risk fall? In my opinion the prospective tenants ought to pay all the costs thrown away. The work was done to meet their special requirements and was prima facie for their benefit and not for the benefit of the landlords. If and in so far as the work is shown to have been of benefit to the landlords, credit should be given in such sum as may be just. Subject to such credit, the prospective tenants ought to pay the cost of the work, because they in the first place agreed to take responsibility for it; and when the matter goes off without the default of either side, they should pay the costs thrown away. There is no finding here that the work was of any benefit to the landlords, and in the circumstances the prospective tenants should, I think, pay the amounts claimed."

Cooden Engineering Co Ltd -v- Stanford [1953] 1 QB 86
1953 CA	Contract	Casemap 1 Citers

Frederick E. Rose (London) Limited -v- William H. Pim Junior & Co Limited [1953] 2 QB 450
1953 Lord Denning	Equity, Contract	Casemap 1 Cites 1 Citers
	The court considered the circumstances under which it could order rectification of a contract: "Rectification is concerned with contracts and documents, not with intentions. In order to get rectification it is necessary to show that the parties were in complete agreement on the terms of their contract, but by an error wrote them down wrongly; and in this regard, in order to ascertain the terms of their contract, you do not look into the inner minds of the parties - into their intentions - any more than you do in the formation of any other contract. You look at their outward acts, that is, at what they said or wrote to one another in the coming to their agreement, and then compare it with the document that they have signed. If you can predicate with certainty what their contract was, and that it is, by a common mistake, wrongly expressed in the document, then you rectify the document; but nothing less will suffice. It is not necessary that all the formalities of the contract should have been executed so as to make it enforceable at law...but, formalities apart, there must have been a concluded contract. There is a passage in Crane v Hegeman-Harris Co. Inc. [ [1939] 1 All ER 662, 664 ] which suggests that a continuing common intention alone will not suffice; but I am clearly of the opinion that a continuing common intention is not sufficient unless it has found expression in outward agreement. There could be no certainty at all in business transactions if a party who had entered into a firm contract could afterwards turn round and claim to have it rectified on the ground that the parties intended something different. He is allowed to prove, if he can, that they agreed something different... but not that they intended something different."

Pharmaceutical Society of Great Britain -v- Boots Cash Chemists (Southern) Ltd [1953] 1 QB 401; [1953] 1 All ER 482; [1953] EWCA Civ 6
5 Feb 1953 CA Somervell LJ, Birkett LJ, Romer LJ	Contract	Casemap 1 Cites
	The defendant was charged with selling controlled pharmaceutical products other than under the supervision of a pharmacist. The shop operated on a self-service basis. The Society appealed. Held: The acquittal was confirmed. Somervell LJ said: "Whether the view contended for by the plaintiffs is a right view depends on what are the legal implications of this layout - the invitation to the customer, is a contract to be regarded as being completed when the article is put into the receptacle, or is this to be regarded as a more organized way of doing what is already done in many types of shops - and a bookseller is perhaps the best example - namely, enabling customers to have free access to what is in the shop, to look at the different articles, and then, ultimately, having got the ones which they wish to buy, to come up to the assistant stating 'I want this'? . . In the case of an ordinary shop, although goods are displayed and it is intended that customers should go and choose what they want, the contract is not completed until, the customer having indicated the articles which he needs, the shopkeeper . . accepts that offer. Then the contract is completed. I can see no reason at all, that being clearly the normal position, for drawing any different implication as a result of this layout."
	Pharmacy and Poisons Act 1933 18(1)(a)(iii)
	Link[s] omitted

Stockloser -v- Johnson [1954] CLY 1463
1954	Contract	Casemap

Compania Naviera Maropan S/A -v- Bowater's Pulp and Paper Mills Limited (The "Stork") [1955] 2 QB 68; [1954] 2 Lloyd’s Rep 397
1954 CA Devlin J	Contract, Transport	Casemap 1 Citers
	Where, in breach of charterparty, charterers order a vessel to proceed to an unsafe port, the conduct of the vessel's master in obeying the order (placed as he well may be, on the horns of a dilemma) will be judged sympathetically, in context and will not lightly be treated as unreasonable. Devlin J said: "There must . . be an obligation to nominate at least one loading place, and there must be implicit in that some condition about safety to prevent the making of a derisory nomination." and "There is a difference between a contractor who does not discharge his obligation at all and one who does so imperfectly. In the latter case, the contract gives the other party the right to elect to treat the imperfect performance as if it were a fulfilment of the contract (even if he knows that in fact it is not), and to claim damages if any result from the imperfection. This is a right which is, I think, common to every class of contract. The general principle is that the other party is entitled to proceed just as he would have done if the contract had been properly fulfilled, and the risk of any damage that flows from that must be borne by the wrongdoer."

Drive Yourself Hire Co (London) Ltd -v- Strutt [1954] 1 QB 250
1954 CA Lord Denning MR	Contract	Casemap 1 Citers
	The court discussed the doctrine of privity of contract. Lord Denning MR said: "It is often said to be a fundamental principle of our law that only a person who is a party to a contract can sue on it. I wish to assert, as distinctly as I can, that the common law in its original setting knew no such principle. Indeed, it said quite the contrary. For the 200 years before 1861 it was settled law that, if a promise in a simple contract was made expressly for the benefit of a third person in such circumstances that it was intended to be enforceable by him, then the common law would enforce the promise at his instance, although he was not a party to the contract."
	Law of Property Act 1925 56

Pyrene -v- Scindia [1954] 2 QB 402
1954	Contract, Transport	Casemap 1 Citers

Cullinane -v- British "Rema" Manufacturing Co Ltd [1954] 1 QB 292
1954 CA Lord Evershed MR, Jenkins LJ	Contract, Damages	Casemap
	The court considered the possibility of a claim in breach of contract for damages for both capital loss and loss of profit. Lord Evershed MR said: "It seems to me, as a matter of principle, that the full claim of damages in the form in which it is pleaded was not sustainable, in so far as the plaintiff sought to recover both the whole of his original capital loss and also the whole of the profit which he could have made. I think that that is really a self-evident proposition, because a claim for loss of profits could only be founded upon the footing that the capital expenditure had been incurred." and "In the present case it is plain that to the knowledge of the defendants this machine was required to perform a particular function, and the warranty given shows what the function was that the machine was designed to perform. There is, therefore, no doubt at all that the plaintiff is entitled to rely on [the second limb of the rule in Hadley v Baxendale], and to claim as damages the business loss which must reasonably be supposed to have been, in the contemplation of both parties at the time when they made the contract, the probable result of the breach. In other words, this plaintiff is not confined to the loss which might be called the natural result of having a machine which turned out to be less that the purchase he has paid for it."

Newborne -v- Sensolid (Great Britain) Ltd [1954] 1 QB 45
1954 Lord Goddard CJ, Morris LJ	Contract	Casemap 1 Citers
	A written contract purported to sell goods by a company described as Leopold Newborne (London) Ltd. The document was subscribed by the name of the company with Mr Leopold Newborne's signature under it. At that time it had not been incorporated. Mr Newborne attempted to enforce the contract as one to which he was party. Held: This was inconsistent with the description of the party in the contract. Lord Goddard CJ: "In my opinion, unfortunate though it may be, as the company was not in existence when the contract was signed there never was a contract, and Mr Newborne cannot come forward and say: 'Well, it was my contract.' The fact is, he made a contract for a company which did not exist." The contract purported to be a contract with the company and it was not relevant that, as was the case, it was a matter of indifference to the purchasers whether they contracted with the company, or with Mr Newborne personally.

Kwei Tek Chao -v- British Traders and Shippers [1954] 2 QB 459
1954 Devlin J	Contract, Consumer	Casemap 1 Citers
	In testing whether a buyer of goods has acted inconsistently with the rights of the seller so as to lose the right of rejection where as in this case, property in the goods has passed to the buyer, the ownership of the seller with which the buyer must not act inconsistently is the reversionary interest of the seller which remains in him arising from the contingency that the buyer may reject the goods.

Routledge -v- Mckay and others [1954] EWCA Civ 8
10 Mar 1954 CA	Contract
	Link[s] omitted

Grant -v- John Grant and Sons Pty Ltd [1954] HCA 23; (1954) 91 CLR 112
1 Jun 1954 Dixon C.J.(1), Webb(2), Fullagar(1), Kitto(1) and Taylor(1) JJ.	Commonwealth, Contract	Casemap 1 Cites 1 Citers
	(High Court of Australia) Contract - Deed of release - Recitals - Limitation - Claims not in contemplation unaffected - Equitable considerations affecting release - General words. Dixon CJ said: "No doubt it is possible a priori that the release was framed in general terms in the hope of blotting out, so to speak, all conceivable grounds of further disputes or claims between all or any two or more parties to the deed, whether in respect of matters disclosed by a party against whom a claim might be made or undisclosed, of matters within the knowledge of a party by whom a claim might be made or outside it. If so the case would fall within the exception which, in the passage already cited, Lord Northington [Lord Keeper Henley] made from his proposition that a release ex vi termini imports a knowledge in the releasor of what he releases, namely the exception expressed by the words 'unless upon a particular and solemn composition for peace persons expressly agree to release uncertain demands' (Salkeld v Vernon)."
	Link[s] omitted

Entores Ltd -v- Miles Far East Corporation [1955] 2 All ER 394; [1955] 2 QB 327; [1955] EWCA Civ 3; [1955] 3 WLR 48; [1955] 1 Lloyds Rep 511; 99 Sol Jo 384
1955 CA Lord Denning	Contract	Casemap 1 Cites
	The plaintiff traded from London, and telexed an offer to purchase cathodes to a company in Holland, who signified their acceptance by return, again by telex. Entores later wanted to sue the defendant, the parent company of the dutch party. It was denied that a contract had come into existence within the UK jurisdiction. Held: The resultant contract was made in, and was actionable in, London. For instantaneous communications, such as by fax, there is acceptance at the place where the offeror receives the acceptance of the offer, though in such a case, "The contract is only complete when the acceptance is received by the offeror".
	[ Bailii ]

Hardman -v- Falk [1955] 3 DLR 129
1955	Contract, Commonwealth	Casemap 1 Citers
	"Courts of equity will not interfere if a contract with a lunatic is made in good faith without any knowledge of the incapacity of the lunatic and no advantage is taken. If the contract is fair and the respondent had no knowledge that the appellant was a lunatic, the appellant is without a remedy: see Wilson v. The King."

Simpkins -v- Pays [1955] 1 WLR 975
1955 Sellers J	Contract	Casemap 1 Citers
	The court found an intention to create legal relations and therefore an enforceable contract among the members of a family to share the winnings in a newspaper competition which the family regularly entered. Sellers J: "It may well be there are many family associations where some sort of rough and ready statement is made which would not, in a proper estimate of the circumstances, establish a contract which was contemplated to have legal consequence, but I do not so find here. I think that in the present case there was a mutuality of the arrangement between the parties."

Adler -v- Dickson; 'the Himalaya' [1955] 1 QB 158; [1954] 2 All ER 397; [1954] 3 WLR 696; 98 Sol Jo 787; [1954] 2 Lloyd's Rep 267
1955 CA	Personal Injury, Contract	Casemap 1 Citers
	The defendants were the master and boatswain of the P&O passenger liner Himalaya. The plaintiff was a passenger who was injured when an insecure gangway slipped and he fell 16ft to the wharf. The plaintiff had a contract with P&O which excluded liability for such an injury: 'passengers . . . . Are carried at passengers' entire risk' and 'The company will not responsible for and shall be exempt from all liability in respect of any injury whatsoever of or to the person of any passenger . . . Whether such injury shall occur on land, on shipboard or elsewhere . . . And whether the same shall arise from or be occasioned by the negligence of the company's servants . . . In the discharge of their duties, or while a passenger is embarking or disembarking, or whether by the negligence of other persons directly or indirectly in the service of the company, or otherwise by the act of God . . . Dangers of the seas . . . Or by accidents . . .or any acts, defaults, or negligence of the master, mariners . . . Company's agents or servants of any kind under any circumstances whatsoever.' The defendants sought to rely on that clause. The master had directed that the clause succeeded as a defence. Held: The defendants were liable. They owed the plaintiff a duty of care in tort. They should have seen that the gangway was properly secured. The defendants' contractual duty was to their employers but they also owed a duty of care in the law of tort to those who were liable to be affected by any carelessness on their part which was foreseeably capable of causing injury to such persons. It was their conduct which had given rise to the situation (the inadequately secured gangway) which was the situation which caused the plaintiff's injury. The contract was between the company and the passenger, and the company had not contracted as agents for their servants. The defendants were not able to take advantage of the clause.

Tool Metal Manufactuing Company Ltd -v- Tungsten Electric Company Ltd [1955] UKHL 5; [1955] 1 WLR 761; [1955] 2 All ER 657
16 Jun 1955 HL Viscount Simonds, Lord Oaksey, Lord Reid, Lord Tucker, Lord Cohen	Contract, Damages, Equity, Estoppel	Casemap 1 Cites 1 Citers
	The principle in Hughes v Metropolitan Railway could apply to a reduction by concession in payments due to a creditor and a concession could be terminated by giving reasonable notice.
	Patents and Designs Act 1938 38
	Link[s] omitted

Miller -v- Emcer Products Ltd [1956] EWCA Civ 6; [1956] 1 All ER 237; [1956] Ch 304
20 Dec 1955 CA Sir Raymond Evershed MR, Birkett LJ, Romer LJ	Landlord and Tenant, Contract	1 Citers
	An express term in a contract excludes the possibility of implying any term dealing with the same subject-matter as the express term.
	Link[s] omitted

Peter Long and Partners v Burns [1956] 1 WLR 1083
1956 CA Romer LJ, Singleton LJ, Morris LJ	Agency, Contract	Casemap 1 Citers
	The estate agency agreement at issue said that commission was payable on the agents "introducing a person ready, willing and able to enter into a binding contract to purchase". The purchaser entered into the contract, but then resiled after discovery of a misrepresentation. The contract was cancelled by agreement between the parties on payment of a sum of money by the purchaser. The estate agents claimed their commission but the vendor refused to pay. The agent failed in their action for breach of contract. That action failed. Held: In this context, a "binding contract" meant one which was legally enforceable by the vendor against the purchaser. Since the contract had been rendered unenforceable by the vendor as a result of the innocent misrepresentation of the estate agents, no commission was payable. The estate agents argued that the vendor could not take advantage of the misrepresentation made by them to the purchaser since she herself had given the relevant information to the estate agents. Singleton LJ did not agree. The making of such a representation to the purchaser without checking the information given by the vendor bordered on recklessness. Romer, LJ, said: "I have no doubt that the contract which [the purchaser] did sign was not a binding contract within the terms of the commission note. I agree … that "a binding contract" in this context is the same as a legally binding contract, and that means a contract binding on the purchaser and legally enforceable against the purchaser by the vendor. The contract which [the purchaser] signed was never legally enforceable against her by [the vendor] because of the innocent misrepresentation which was made to her by [the estate agents' representative]. Moreover, the contract was voidable by [the purchaser], who could rescind it the moment that she discovered what the true facts were. Accordingly, it appears to me impossible to say that it was a binding contract within the meaning of that phrase as used in the commission note. A voidable contract, when rescinded, is avoided ab initio." Morris LJ said: "The Plaintiffs further submit there was an estoppel. They plead as follows in paragraph 3 of the reply: "If it is found that the said contract was not binding on [the purchaser] [the estate agents] will further say that [the vendor] having innocently misled [the estate agents' representative] who upon [the vendor's] said instructions innocently misled [the purchaser], [the vendor] is estopped from setting up her own misrepresentation, resulting in the rescission of her contract with [the purchaser], to defeat [the estate agents'] claim for commission." But, in my judgment, this is not a case where the doctrine of estoppel can be relied upon. There was nothing to prevent [the purchaser] from proving that there had been an innocent misrepresentation and so from resiling from the contract. Upon proof that [the purchaser] did disaffirm the contract it was shown there had been no binding contract and so that commission had not been earned. There is no evidence, for no oral evidence was called, that had Mrs Pritchard known the true facts as to the road widening she might have purchased at a lower figure and so enabled [the estate agents] to earn some commission. There was no evidence to that effect. What, then, is the legal basis of [the estate agents'] complaint? [The estate agents] may say that they wasted some time because they had some dealing with [the purchaser] which led to an abortive contract. But there is no claim against [the vendor] on that basis; nor do I see there could be. [The vendor] made no fraudulent misrepresentation to [the estate agents], and no sort of suggestion of that kind is or could be made. [The estate agents] do not suggest that [the vendor] gave any warranty to them of the truth of the representation which she made."

Regazzoni -v- Sethia [1956] 2 QB 498; [1956] 2 All ER 487
1956 CA	Contract	Casemap 1 Citers

Spurling (J ) Ltd -v- Bradshaw [1956] 2 All ER 121 CA; [1956] 1 WLR 461
1956 CA Denning LJ	Contract	Casemap 1 Citers
	A person will not be bound by terms of a contract of which he has not received reasonable notice. Denning LJ: "I quite agree that the more unreasonable a clause is, the greater the notice which must be given of it. Some clauses which I have seen would need to be printed in red ink on the face of the document with a red hand pointing to it, before the notice could be held to be sufficient. The clause in this case, however, in my judgment, does not call for such exceptional treatment, especially when it was construed, as it should be, subject to the proviso that it only applies when the warehouseman is carrying out his contract – not when he is deviating from it."

Parkin -v- Thorold (1852) 16 Beav 59; (1852) 22 LJ Ch 170
1956	Land, Contract, Equity
	On a contract for the sale of land, the time originally set for completion is not, in equity, of the essence. Either party may however give notice to the other insisting on completion within a reasonable time.

Lazarus Estates Ltd -v- Beasley [1956] 1 QB 702; [1956] 1 All ER 341
1956 CA Denning LJ, Lord Parker LJ	Contract, Torts - Other, Administrative, Company	Casemap 1 Cites 1 Citers
	There was a privative clause in the 1954 Act. A landlord’s declaration under the Act that work of a specified value, supporting an increase in rent, had been carried out on leased premises, could not be questioned after 28 days of its service on the tenant. Held: The validity of the declaration could be challenged as fraudulent in proceedings for arrears of rent. Once fraud is proved, "it vitiates judgments, contracts and all transactions whatsoever". Lord Denning said: "No Court in this land will allow a person to keep an advantage he has obtained by fraud. No judgment of a court, no order of a Minister, can be allowed to stand if it has been obtained by fraud. Fraud unravels everything. The court is careful not to find fraud unless it is distinctly pleaded and proved; but once it is proved it vitiates judgments, contracts and all transactions whatsoever; see, as to deeds, Collins v Blantern (1767) (2 Wils. KB 342), as to judgments, Duchess of Kington's Case (1776) (1 Leach 146), and, as to contracts, Master v Miller (1791) (4 Term Rep 320). [38] There are however serious problems with the debtors' case in fraud. While fraud gives rise to an exception, the ability to raise fraud cannot be open-ended. If there was a genuine argument as to fraud the debtors had the same obligation to raise it in the Court of Appeal as they had for all other grounds they have since raised in their attempt to attack the District Court judgment." and “The Court is careful not to find fraud unless it is distinctly pleaded and proved.” and "No other objections were taken in the county court to the documents, but I do not wish it to be assumed that this court approves of them. The statutory forms require the documents to be "signed" by the landlord, but the only signature on these documents (if such it can be called) was a rubber stamp 'Lazarus Estates Ltd.' without anything to verify it. There was no signature of a secretary or of any person at all on behalf of the company. There was nothing to indicate who affixed the rubber stamp. It has been held in this court that a private person can sign a document by impressing a rubber stamp with his own facsimile signature on it: see Goodman v J. Eban Ltd., but it has not yet been held that a company can sign by its printed name affixed with a rubber stamp." Lord Parker LJ observed that fraud vitiates all transactions known to the law of however high a degree of solemnity.
	Housing and Repairs Act 1954

W F Harrison & Co -v- Burke [1956] 1 WLR 419
1956	Contract	Casemap 1 Citers
	If a notice of assignment of a debt describes the assignment by reference to a wrong date, the notice is invalid because it has described a non-existent document.
	Law of Property Act 1925 139

St John Shipping Corporation -v- Joseph Rank Limited [1957] 1 QB 267; [1956] 3 All ER 683
1956 Devlin J	Contract	Casemap 1 Citers
	The court was concerned with a breach of statute, and the performance of a contract in breach of that statute. Held: The question was answered in relation to performance by asking whether the statute intended to prohibit the type of contract sued on. On the construction of the relevant statute that it did not. There are two types of case where illegality renders a contract unenforceable from the outset. One is where the contract is entered into with the intention of committing an illegal act; the other is where the contract is expressly or implicitly prohibited by statute: Devlin J said: 'There are two general principles. The first is that a contract which is entered into with the object of committing an illegal act is unenforceable. The application of this principle depends on proof of the intent, at the time the contract was made, to break the law; if the intent is mutual the contract is not enforceable at all, and, if unilateral, it is unenforceable at the suit of the party who is proved to have it.'
	Merchant Shipping Act 1932 44 57

Goody -v- Baring [1956] 1 WLR 448; [1956] 2 All ER 11; [1956] Sol Jo 320
1956 CA	Land, Contract, Professional Negligence
	The plaintiff asked the defendant solicitor to act for him in the purchase of a leasehold house. The solicitor was also asked to act for the vendor. The replies he gave, innocently, on behalf of the vendor were inaccurate as to the conditions of the tenancies. The buyer eventually had to repay overcharged rents to the tenants. Held: The defendant was liable in that he had not questioned the vendor's answers, but had simply relayed them. In a contract for the sale of land the buyer's solicitor has a duty to make appropriate enquiries, and where these reveal some encumbrance, to pursue those enquiries. Once contracts have been exchanged, he remains under a duty to request confirmation of the replies given.

Davis Contractors Ltd -v- Fareham Urban District Council [1956] AC 696; [1956] UKHL 3; [1956] 2 All ER 145
1956 HL Viscount Radcliffe, Lord Reid, Lord Somervell	Contract	Casemap 1 Citers
	The defendant appellants contended that their construction contract was frustrated because adequate supplies of labour were not available to it because of the war. Held: The court considered how the frustration of the performance of a contract affected the obligations under it: "frustration occurs whenever the law recognises that without default of either party a contractual obligation has become incapable of being performed because the circumstances in which performance is called for would render it a thing radically different from that which was undertaken by the contract. Non haec in foedera veni. It was not this that I promised to do." and "it might seem that the parties (to the contract) themselves have become so far disembodied spirits that their actual persons should be allowed to rest in peace. In their place there rises the figure of the fair and reasonable man. And the spokesman of the fair and reasonable man, who represents after all no more than the anthropomorphic conception of justice, is and must be the court itself." Lord Reid said: "It appears to me that frustration depends, at least in most cases, not on adding any implied term, but on the true construction of the terms which are in the contract, read in light of the nature of the contract and of the relevant surrounding circumstances when the contract was made." Lord Somervell concluded that: "A party contracting in the light of expectations based on data of that or any other kind must make up his mind whether he is prepared to take the risk of those expectations being disappointed. If not, then he will refuse to contract unless protected by some specific provision. There is no such provision here. The appellants took the risk under the contract, and it seems to me impossible to maintain that the contract did not apply in this situation as it remained, the expectations on which the estimate was based not having been realised."
	Link[s] omitted

Owen -v- Gadd [1956] 2 QB 99
1956	Nuisance, Contract	Casemap 1 Citers
	A contractual provision denied the plaintiff an action for nuisance.

Blomley -v- Ryan (1956) 99 CLR 362; [1956] HCA 81
28 Mar 1956 Taylor J, McTiernan J, Fullagar J, and Kitto J	Contract	Casemap 1 Citers
	(High Court of Australia) Equity - Contract for sale and purchase of grazing property - Suit for specific performance brought by purchaser - Vendor aged and affected by long bout of rum drinking - Claim to set aside contract - Unconscionable bargain - Constructive fraud - Circumstances in which courts of equity will grant relief.
	Link[s] omitted

Karsales (Harrow) Ltd -v- Wallis [1956] EWCA Civ 4; [1956] 2 All ER 866; [1956] 1 WLR 936
12 Jun 1956 CA Lord Denning MR	Contract
	Link[s] omitted

Feldman -v- Allways Travel Service [1957] CLY 934
1957 Judge Alun Pugh	Contract, Damages	Casemap 1 Citers
	The claimant sought damages after a disappointing holiday. Held: Such damages were capable of being awarded.

Oscar Chess Ltd -v- Williams (1957) 1 WLR 370
1957	Contract	1 Citers

Universal Cargo Carriers Corporation -v- Citati [1957] 2 QB 402
1957 Devlin J	Contract	Casemap 1 Citers
	The shipowners had cancelled a voyage charter-party because no cargo had been provided. The court asked what delay could lead to a claim for a repudiatory breach of a contract. Devlin J said: "This case gives rise to a difficult question. How long is a ship obliged to remain on demurrage, and what are the rights of the owner if the charterer detains her too long? Translated into the terms of general contract law, the question is: Where time is not of the essence of the contract – in other words, when delay is only a breach of warranty – how long must the delay last before the aggrieved party is entitled to throw up the contract? The theoretical answer is not in doubt. The aggrieved party is relieved from his obligations when the delay becomes so long as to go to the root of the contract and amount to a repudiation of it. The difficulty lies in the application, for it is hard to say where fact ends and law begins. The best solution will be found, I think, by a judge who does not try to draw too many nice distinctions between fact and law, but who, having some familiarity both with the legal principle and with commercial matters and the extent to which delay affects maritime business, exercises them both in a common-sense way. This is the sort of solution which, upon the supposition that it was acceptable to business men, the commercial court was created to provide." and "But a party to a contract may not purchase indefinite delay by paying damages . . When the delay becomes so prolonged that the breach assumes a character so grave as to go to the root of the contract, the aggrieved party is entitled to rescind. What is the yardstick by which this length of delay is to be measured? Those considered in the arbitration can now be reduced to two" (as in the present appeal) "first, the conception of a reasonable time, and secondly, such delay as would frustrate the charter-party . . In my opinion the second has been settled as the correct one by a long line of authorities".

Triefus & Co Ltd -v- Post Office [1957] 2 QB 352; [1957] 2 All ER 387
1957 CA Hodson LJ	Contract
	The plaintiff sought damages after the defendant lost two mail packets. Held. Acceptance of a postal packet by the Post Office for transmission to the addressee gives rise to no contractual rights. The court analysed the history of legislation for the delivery of mail. The defendant's liability was limited to £2 18s per packet.

Lister -v- Romford Ice and Cold Storage Co. Ltd [1957] 1 All ER 125; [1957] AC 555; [1956] UKHL 6
1957 HL Viscount Simonds, Lord Tucker	Vicarious Liability, Contract	Casemap 1 Cites 1 Citers
	An employer may be civilly responsible for his employee's breach even though it constitutes a crime, and a skilled employee in general owed a contractual duty of reasonable care to his employer in the performance of his employment. In determining the rights inter se of A and B, the fact that one them is insured is to be disregarded. A term will not be implied into a contract at common law unless it satisfies the requirement of certainty, under “the general principle that an implication must be precise and obvious".
	Link[s] omitted

Halsall -v- Brizell [1957] 1 All ER 371; [1957] Ch 169
1957 ChD Upjohn J	Contract, Land	Casemap 1 Cites 1 Citers
	Land in Liverpool was sold in building plots. The vendors retained the roads and sewers and a promenade and sea wall. A separate deed of covenant of 1851 between the vendors and the owners of the plots which had by then been sold, recited that the retained lands were intended to be left upon trust to be used and enjoyed by the owners of the plots and their successors in title. The owners of the plots by the deed covenanted that they and their successors in title would pay a due proportion of the expenses of maintenance of the roads, sewers promenade and sea wall. That proportion was to be determined in an Annual General Meeting of the owners of the plots. The successors in title of an original covenantor were prepared to pay a contribution in respect of one plot but challenged the validity of a resolution at an Annual General Meeting requiring them to pay several contributions because the building on their plot had been subdivided into flats. Held: Upjohn J said that the successors in title to the covenantors could not be sued on the covenants, but "it is conceded that it is ancient law that a man cannot take benefit under a deed without subscribing to the obligations thereunder." and "If the defendants did not desire to take the benefit of this deed, for the reasons I have given, they could not be under any liability to pay the obligations thereunder. But, of course, they do desire to take the benefit of this deed. They have no right to use the sewers which are vested in the plaintiffs, and I cannot see that they have any right, apart from the deed, to use the roads of the park which lead to their particular house. The defendants cannot rely on any way of necessity or on any right by prescription, for the simple reason that when the house was originally sold in 1931 to their predecessor in title he took the house on the terms of the deed of 1851 which contractually bound him to contribute a proper proportion of the expenses of maintaining the roads and sewers, and so forth, as a condition of being entitled to make use of those roads and sewers. Therefore, it seems to me that the defendants here cannot, if they desire to use this house, as they do, take advantage of the trusts concerning the user of the roads contained in the deed and the other benefits created by it without undertaking the obligations thereunder. Upon that principle it seems to me that they are bound by this deed, if they desire to take its benefits."

Brown Jenkinson -v- Dalton [1957] 2 QB 621
1957	Contract
	An agreement to commit a deliberate wrong is unenforceable.

Eastern Distributors Limited v Goldring (Murphy, Third Party) [1957] 2 QB 600
1957 CA	Contract, Consumer	Casemap 1 Citers
	The court considered the meaning of the phrase: "shall not be entitled to enforce" in the section. Held. "How is the present case affected by the fact that the hire-purchase agreement is unenforceable? If the Act said that it was void, then of course the character of Murphy's possession could not be altered by it. But the Act says merely that it is to be unenforceable. This must mean that it is effective to alter the rights of the parties but that the altered rights cannot be enforced."
	Hire-Purchase Act 1938 2(2)

William Lacey (Hounslow) Ltd -v- Davis [1957] 1 WLR 932
1957	Contract	Casemap 1 Citers

Regazzoni -v- Sethia [1958] AC 301; [1957] 3 All ER 286
1957 HL Viscount Simonds, Lord Reid	Contract	Casemap 1 Citers
	The House considered a mutual intention of both parties to perform a contract, which was not illegal on its face, but in a manner which was contrary to the law of the place where it was to be performed. Held: Lord Reid said: "To my mind, the question whether this contract is enforceable by English courts is not, properly speaking, a question of international law. The real question is one of public policy in English law: but in considering this question we must have in mind the background of international law and international relationships often referred to as the comity of nations. This is not a case of a contract being made in good faith but one party thereafter finding that he cannot perform his part of the contract without committing a breach of foreign law in the territory of the foreign country. If this contract is held to be unenforceable, it should, in my opinion, be because from the beginning the contract was tainted so that the courts of this country will not assist either party to enforce it."

Feldman -v- Always Travel Unreported, October 15 1957
15 Oct 1957 Alan Pugh Judge	Damages, Contract, Consumer
	The plaintiff complained that the holiday he had booked had been altered by the operator in several ways which inconvenienced and distressed him. Held: The correct measure of damages was the difference between the amount he paid and the value of what had in fact been furnished, allowing for his feelings of annoyance and frustration.

In Re Hamilton-Snowball's Conveyance [1958] Ch 308
1958 Upjohn J	Land, Contract	Casemap 1 Citers
	The vendor had received, between contract and completion, compensation for the requisition of the premises. Held: The vendor under a contract for sale is only a qualified trustee for the purchaser of the premises with vacant possession, together with any physical accretions thereto, and not of any right to compensation moneys payable to him under an Act of Parliament which did not, in the absence of express provision in the contract, form part of the subject matter of the sale.

Timmins -v- Moreland Street Property Co Ltd [1958] Ch 110; [1957] 3 All ER 265
1958 CA Jenkins LJ	Land, Contract	Casemap 1 Citers
	The Court considered the effect of a note or memorandum evidencing the sale of a property where it was described as "6,8 and 41, Boundary Street, Shoreditch (freehold)." It was sought to connect the signature on a purchaser's deposit cheque with an unsigned memorandum that stated the terms of the contract. Held: Jenkins LJ said: "A description of this kind is to be taken as extending to the whole of the vendor’s interest in the property, so that the memorandum on the face of it records an agreement for the sale and purchase of the while of such interest. Moreover, unless the contrary appears, such interest is to be taken as comprising the fee simple in possession free from incumbrances, and the purchaser will be entitled to reject any less interest than that." When asked as to whether a cheque and a receipt could be read together he said: "it is still indispensably necessary, in order to justify the reading of documents together for this purpose, that there should be a document signed by the party to be charged, which, while not containing in itself all the necessary ingredients of the required memorandum, does contain some reference, express or implied, to some other document or transaction. Where any such reference can be spelt out of a document so signed, then parol evidence may be given to identify the other document referred to, or, as the case may be, to explain the other transaction, and to identify any document relating to it. If by this process a document is brought to light which contains in writing all the terms of the bargain so far as not contained in the document signed by the party to be charged, then the two documents can be read together so as to constitute a sufficient memorandum."
	Law of Property Act 1925 40

Brown -v- Raphael [1958] Ch 636
1958 Lord Evershed MR, Romer LJ, Ormerod LJ	Land, Contract	1 Cites 1 Citers
	This was a sale of an absolute reversion in a trust fund. The particulars stated that: "Estate duty will be payable on the death of the annuitant who is believed to have no aggregable estate" and the name of the solicitors who prepared the particulars was given. The solicitors made the statement of belief honestly but they had no reasonable grounds for so believing. The solicitors were better equipped with information or the means of information than the purchaser. Held: A statement that a vendor is not aware of a defect in title carries with it an implied representation that he has taken reasonable steps to ascertain whether any exists. The statement of belief not merely implied that the solicitors held that belief, but also by implication that the solicitors knew facts which justified their opinion; that they had reasonable grounds for their belief.

Ian Stach v Baker Bosley Ltd [1958] 2 QB 130
1958 Diplock J	Contract, Banking	Casemap 1 Cites 1 Citers
	The parties contracted for the sale of ship plates fob Benelux port for shipment to Canada in August-September 1956 with payment to be by confirmed irrevocable credit. The buyers failed to open the credit either by August 1st or by August 8th when the sellers called for it to be opened immediately. Held. It was the duty of the buyers to establish the credit by August 1st at the latest and, although the sellers had waived their right to treat the contract as repudiated by reason of their failure to do so until such time had elapsed after August 8th as could be regarded as "immediately", on August 14th, the sellers had been entitled to accept, as they did, the buyers' breach was a repudiation of the contract. What was required was that by the time the shipping period started the seller should have received from the banker the assurance that if he performed his part of the contract he would receive payment. A commercial letter of credit or banker's credit is more than "a mere method of payment" and "creates a direct liability upon the banker independent of the contract of sale, and is an undertaking by the banker that if the seller presents the required documents in the required time he will receive payment of the contract price".

Baccus SRL -v- Servicio Nacional Del Trigo [1958] 1 QB 438
1958 CA Jenkins LJ, Parker LJ, Singleton LJ (dissenting)	International, Contract	Casemap 1 Citers
	The defendant organisation carried on business from Spain and was sued in England for damages for breach of a commercial contract. An appearance was entered by their solicitors in London and a consent order made for security for the organisation's costs. These steps were taken on the instructions of the head of the organisation, Mr Cavero, who was a senior civil servant, without the Minister of Agriculture knowing of them. Eighteen months after the writ was served, steps were taken to stay proceedings on the ground that the organisation was a department of the Spanish Ministry of Agriculture. Held: (majority) The defendants were a department of the State of Spain and entitled to claim immunity. There could be no submission to the jurisdiction unless it were made by a person with knowledge of the right to be waived and with the authority of the foreign sovereign. Jenkins LJ: "Applying those authorities to the present case it seems to me that the evidence here, and in particular the evidence of the ambassador, .makes it reasonably plain that Mr Cavero knew nothing about sovereign immunity, or at all events, had no idea that by entering an appearance the defendants would· be giving up any advantage or; in particular, any right to claim immunity which they might otherwise have. Furthermore, Mr Cavero's superiors knew nothing about the matter at all until after the acts relied on as submissions to the jurisdiction had taken place. It seems to me, therefore, that what was done here was done by Mr Cavero without the knowledge of any of his superiors, in ignorance of his rights and without actual authority inasmuch as I think the evidence shows that the authority of the Minister of Agriculture would in fact have been necessary to enable Mr Cavero to submit to the jurisdiction." Parker LJ: "Like Jenkins LJ, I confess that at first impression it seemed to me remarkable if the true view was that the State of Spain had not submitted to the jurisdiction. Not only was there an unconditional appearance entered on the instructions of the head of this body, Senor Cavero, himself a senior civil servant, but again on his instructions security for costs was asked for and obtained; and it was not until the writ had been served for some 18 months that any steps were taken to stay the proceedings. I am satisfied, however, as the result of Mr Kerr's argument and the cases to which he has referred, that there can be no submission in such a case as this unless it is made by a person with knowledge of the right to be waived, with knowledge of the effect of our law of procedure, and with the authority of the foreign sovereign. As Mr Kerr pointed out, proceedings against a foreign sovereign are wholly void." and "In those circumstances it does seem to me that it requires some solemn act of the foreign sovereign to bring to life something which is otherwise completely dead; and, without referring to the cases, I think that The Jassy and the case before Astbury J., In re Republic of Bolivia Exploration Syndicate Ltd., support that view. So far as this case is concerned, it is true that we have not had the benefit of an affidavit from Senor Cavero, but for my part I cannot impute to him knowledge of the effect of entering an unconditional appearance. Quite apart from that, it seems to me that the evidence is clear that although he is the person, the intermediary, to pass on instructions to English solicitors to deal with a case in England, he is bound to consult the appropriate minister as to whether sovereign immunity should be waived or not. It is true this does open up the rather alarming prospect that a foreign sovereign may allow proceedings to continue for years in this country before taking the point; but for my part I think that that is a theoretical difficulty. I do not think any person, even though he be a foreign sovereign, would be likely to be believed if in such an extreme case he were to come forward and assert that he had had no knowledge whatever of the proceedings. So far, however, as this case is concerned, I am satisfied that the point has been properly taken and that there has been no waiver." Singleton LJ dissented. The state had created the organisation as a legal entity to trade with citizens and corporate bodies in other countries and that Mr Carvero was acting in the ordinary course of business left to him. That being so, he had, on behalf of the state, waived the state's right to claim immunity.

Rapalli -v- K L Take Ltd [1958] 2 Lloyd's Rep 469
1958	Contract	Casemap 1 Cites

Rayfield -v- Hands [1958] 2 All ER 194
1958	Contract	Casemap 1 Cites

English -v- Donnelly 1958 SC 494
1958	Scotland, Contract	Casemap 1 Citers
	An agreement to subject to a foreign law a relationship which is in all other respects domestic equates with or is analogous to a contrary agreement.

Louis Dreyfus & Co -v- Parnaso cia Naviera SA ("The Dominator") [1959] 1 QB 499; [1959] 1 Lloyd’s Rep 125
1959 Diplock J	Contract	Casemap 1 Citers
	The court considered whether it could look to a deleted clause to assist in its interpretation of the contract. Held: The use of a word or phrase in the deleted part of a standard form clause may throw light on the meaning of the same word or phrase in what remains of the clause.

Midland Silicones Ltd -v- Scruttons Ltd [1959] 2 QB 171
1959 QBD Diplock J	Contract, Agency	Casemap 1 Citers
	A bailment arises when, albeit on a limited or temporary basis, the bailee acquires exclusive possession of the chattel or a right thereto.

Abdulla -v- Shah [1959] AC 124
1959 PC Lord Somervell of Harrow	Contract, Land, Commonwealth	1 Citers
	(From Court of Appeal for Eastern Africa) An Act provided that a contract of sale did not create any interest, but the seller was bound to take as much care of the property as an owner of ordinary prudence would take. This standard was the same as that of a trustee under the Indian Trusts Act 1882, which in turn was substantially that of a trustee under English law. Held: A vendor of rent-restricted property which had become vacant between the dates of the contract and of completion was under a duty to consult the purchaser before reletting (at controlled rents) prior to completion of the contract The vendors had no right without consultation with the purchasers to diminish the value of the property as it was after the surrender by reletting.

Green -v- Russell [1959] 2 QB 226
1959 CA	Contract	Casemap 1 Citers
	The court rejected an argument that s56 had altered the law to allow actions by third parties under a contract.
	Law of Property Act 1925 56

Sze Hai Tong Bank Ltd -v- Rambler Cycle Co Ltd (1959) AC 576
1959 PC	Contract	Casemap 1 Citers

Oughtred -v- Inland Revenue Commissioners [1959] UKHL 3; [1960] AC 206
4 Nov 1959 HL Lord Radcliffe, Lord Cohen, Lord Keith of Avonholm, Lord Denning, Lord Jenkins	Stamp Duty, Contract	Casemap 1 Cites 1 Citers
	The taxpayer and her son owned through a trust the entire beneficial interest in the shares of a company. She agreed to transfer other shares to him in return for his interest in the shares subject to the trust, releasing the trust. The Revenue contended that there must be a deed giving effect to the transaction releasing the interest in the trust shares, and that it was subject to ad valorem stamp duty. Held: Stamp duty was payable on documents only. Neverheless the transfer gave effect to a transfer within section 54 of the 1891 Act and was liable to ad valorem duty despite the low nominal consideration expressed in it. Lord Radcliffe (dissenting) said that the existence of a document could not be inferred only from section 53 of the 1925 Act: "The duty is charged upon instruments, if they exist and come within any of the categories prescribed by the Act. It is not charged upon transactions. Thus property such as chattels which by law pass on delivery can be transferred from one owner to another without attracting duty. Again, though an agreement for sale may be chargeable ad valorem, since the Act has so required, an oral agreement for the sale of property involves no charge to duty because no instrument is brought into existence to effect or to record it. The whole point of the present appeal seems to me to turn on the question whether it is open to a Court of Law to deduce from the documents of this case that Mrs. Oughtred's title to her son's equitable reversionary interest rested upon anything more than the oral agreement which admittedly took place." Lord Jenkins said: "I am unable to accept the conclusion that the disputed Transfer was prevented from being a transfer of the shares to the Appellant on sale because the entire beneficial interest in the settled shares was already vested in the Appellant under the constructive trust, and there was accordingly nothing left for the disputed Transfer to pass to the Appellant except the bare legal estate. The constructive trust in favour of a purchaser which arises on the conclusion of a contract for sale is founded upon the purchaser's right to enforce the contract in proceedings for specific performance. In other words, he is treated in equity as entitled by virtue of the contract to the property which the vendor is bound under the contract to convey to him. This interest under the contract is no doubt a proprietary interest of a sort, which arises, so to speak, in anticipation of the execution of the Transfer for which the purchaser is entitled to call. But its existence has never (so far as I know) been held to prevent a subsequent transfer, in performance of the contract, of the property contracted to be sold from constituting for stamp duly purposes a transfer on sale of the property in question."
	Law of Property Act 1925 53(1) - Stamp Act 1891 54
	Link[s] omitted