Restatement of the Scots Law of Contract

Martin Hogg was formerly Professor of the Law of Obligations at Edinburgh Law School, and is currently an Established Professor at the University of Galway School of Law. He is a former Editor of the Edinburgh Law Review and has researched and taught contract law for over thirty years. He is the author of Promises and Contract Law: Comparative Perspectives (2011) and Obligations: Law and Language (2017).

• Table of Cases Table of Legislation Statutes Subordinate Legislation and Rules of Court Table of Commonly Cited Legal Texts Part I. General Provisions ScopeFreedom to contract; freedom of contractNature of contractNature of promise and its distinction from contractBilateral and multilateral contractsGratuitous and onerous contractsReciprocal and non-reciprocal contractual obligationsPure, conditional, and future obligationsConcurrent liabilityPlurality of debtorsGood faithTerminology and interpretation of this RestatementPart II. Pre-Contractual Liability and Negotiations Pre-contractual liabilityUndertakings to negotiate (in good faith)Part III. Formation and Variation of Contract Agreement (consent to be bound)Offer and acceptanceCommunication of contractual intentionMinimum constitutive elementsRequired formFreedom to vary, terminate, or forego enforcementPart IV: Contractual Content Express termsImplied termsInterpretationRectificationEntire agreement clausePart V: Performance and Extinction of Obligations PerformanceExtinction of contractual obligationExtinction of obligation by performanceExtinction of obligation by agreementExtinction of obligation by creditor’s dischargeExtinction of obligation by compensationExtinction of obligation by merger (confusio)Extinction of obligation by deathExtinction of obligation by prescriptionPart VI: Defective Contracts Types and effect of defectsLack of capacityUninduced errorInduced error (misrepresentation)ExtortionFraudUndue influenceFacility and circumventionIllegalityContract terms in restraint of tradePart VII: Breach of Contract and Remedies Types of breach of contractRemedies for breach of contractSelf-help and judicial remediesJustified withholding of performance (contractual retention)Equitable or special retentionJustified withholding of property (lien)Justified termination of contract for breach (rescission)Specific implementAction for paymentInterdictPurpose of damagesDamages: assessmentDamages: negotiating damagesDamages: agreedNo penal damagesTransferred lossReturn of benefit receivedDisgorgement of gainsInterestPart VIII: Frustration of Contract FrustrationEffect of frustrationPart IX: Regulation of Exemption Clauses and Unfair TermsExemption clauses and unfair terms: business contracts and noticesExemption clauses and unfair terms: consumer contracts and noticesPart X: Third Parties Right conferred on non-contracting third partyVariation or extinction of third party rightThird party’s remediesDefences to a claim to enforce a third party rightAgencyAssignation of contractual rightsIntimation and registration of assignationNovation of contractual obligationsDelegation (substitution of contractual debtor)Index