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A Restatement of the Scots Law of Contract


ISBN13: 9781399531948
To be Published: May 2027
Publisher: Edinburgh University Press
Country of Publication: UK
Format: Paperback
Price: £45.00
Hardback edition not yet published, ISBN13 9781399531931





Presents the core rules of Scots contract law, together with explanatory and discursive notes, in a format easily accessible to both students and practitioners

  • Acts as a single source for the principal rules of Scots contract law
  • Covers the entirety of the general law of contract in Scotland and the latest legal developments, including the Contract (Formation and Remedies) (Scotland) Act 2026
  • Sets out the rules in a concise, orderly, logical fashion, following the ‘life cycle’ of a contract
  • Provides an ideal starting point for anyone researching contract law, whether students of the law or those practising it

A Restatement of the Scots Law of Contract sets out clearly and concisely the governing rules of the general law of contract, together with explanatory notes citing relevant primary and secondary authorities for those rules.

The Restatement presents the rules of the current Scots law of contract in an accessible form, making it a valuable resource to students, teachers, practitioners, and courts alike. It includes helpful explanatory notes after each group of rules, setting out further detail concerning application of the rules, noting relevant primary sources of the law, and highlighting instances where the law is unclear or has gaps.

Subjects:
Scots Law
Contents:
Table of Cases
Table of Legislation
Statutes
Subordinate Legislation and Rules of Court
Table of Commonly Cited Legal Texts

Part I. General Provisions
Scope
Freedom to contract
freedom of contract
Nature of contract
Nature of promise and its distinction from contract
Bilateral and multilateral contracts
Gratuitous and onerous contracts
Reciprocal and non-reciprocal contractual obligations
Pure, conditional, and future obligations
Concurrent liability
Plurality of debtors
Good faith
Terminology and interpretation of this Restatement

Part II. Pre-Contractual Liability and Negotiations
Pre-contractual liability
Undertakings to negotiate (in good faith)

Part III. Formation and Variation of Contract
Agreement (consent to be bound)
Offer and acceptance
Communication of contractual intention
Minimum constitutive elements
Required form
Freedom to vary, terminate, or forego enforcement

Part IV: Contractual Content
Express terms
Implied terms
Interpretation
Rectification
Entire agreement clause

Part V: Performance and Extinction of Obligations
Performance
Extinction of contractual obligation
Extinction of obligation by performance
Extinction of obligation by agreement
Extinction of obligation by creditor’s discharge
Extinction of obligation by compensation
Extinction of obligation by merger (confusio)
Extinction of obligation by death
Extinction of obligation by prescription

Part VI: Defective Contracts
Types and effect of defects
Lack of capacity
Uninduced error
Induced error (misrepresentation)
Extortion
Fraud
Undue influence
Facility and circumvention
Illegality
Contract terms in restraint of trade

Part VII: Breach of Contract and Remedies
Types of breach of contract
Remedies for breach of contract
Self-help and judicial remedies
Justified withholding of performance (contractual retention)
Equitable or special retention
Justified withholding of property (lien)
Justified termination of contract for breach (rescission)
Specific implement
Action for payment
Interdict
Purpose of damages
Damages: assessment
Damages: negotiating damages
Damages: agreed
No penal damages
Transferred loss
Return of benefit received
Disgorgement of gains
Interest

Part VIII: Frustration of Contract
Frustration
Effect of frustration

Part IX: Regulation of Exemption Clauses and Unfair Terms
Exemption clauses and unfair terms: business contracts and notices
Exemption clauses and unfair terms: consumer contracts and notices

Part X: Third Parties
Right conferred on non-contracting third party
Variation or extinction of third party right
Third party’s remedies
Defences to a claim to enforce a third party right
Agency
Assignation of contractual rights
Intimation and registration of assignation
Novation of contractual obligations
Delegation (substitution of contractual debtor)

Index