Termination for breach
[A] Performance + breach
- Absolute nature of contracting
- Not fault based – no proof needed – deliberate or accidental non performance
still means you are in breach
- Can’t be half performed
Arcos v Ronaasen [1933] AC 470
- Sale of wood for constructing barrels
- ½” thick wood – described in the contract description
- Some pieces came up 9/16” thick – only a few mm difference – this would not
affect anything, the wood is still perfectly usable
- Is there a breach of contract?
- Court held that if there is a difference between what you order and what you
receive, you are entitled to reject it, even if it is commercially useful
- Wanted to reject based on the fact that the value of wood had gone down and it
is cheaper to buy it elsewhere
Modern law of contract description
Sales of Goods Act 1979 – modification of remedies for breach of condition in
non-consumer cases
Other limits to strictness
- Law gives approximate standards – ignores trifles
- S13 SSG+SA 1982 – contractual obligation to exercise reasonable skill and care
– don’t promise to do something, promise you will do your best to perform with
reasonable skill and care
[B] Literal Enforcement
- What remedies can be claimed if you are in breach?
1) Specific performance
- Equitable remedy: available by discretion of courts
- Court can enforce performance of contractual obligations
- Less common approach to enforce contracts
- Courts usually think that money will fix problems, eg: paying for damages
Societe des Industrie Mettallurgiques SA v Bronx Engineering Co Ltd [1975] 1
Lloyd’s Rep 465 (sale of goods)
- 200 tonne machine, takes 9-12 months to manufacture, costs £270,000 without
delivery charges
- Seller doesn’t deliver to buyer. Buyer seeks specific performance to deliver,
doesn’t want any rival companies to get this machine
- Court = specific performance refused – damages should be claimed instead
2) Uniqueness of subject matter
Adderley v Dixon (1824) 1 Sim & St 607 (sale of land)
- Sale of land is seen as unique
- Specific performance routinely awarded for non-performance of obligation to
transfer rights in land
[A] Performance + breach
- Absolute nature of contracting
- Not fault based – no proof needed – deliberate or accidental non performance
still means you are in breach
- Can’t be half performed
Arcos v Ronaasen [1933] AC 470
- Sale of wood for constructing barrels
- ½” thick wood – described in the contract description
- Some pieces came up 9/16” thick – only a few mm difference – this would not
affect anything, the wood is still perfectly usable
- Is there a breach of contract?
- Court held that if there is a difference between what you order and what you
receive, you are entitled to reject it, even if it is commercially useful
- Wanted to reject based on the fact that the value of wood had gone down and it
is cheaper to buy it elsewhere
Modern law of contract description
Sales of Goods Act 1979 – modification of remedies for breach of condition in
non-consumer cases
Other limits to strictness
- Law gives approximate standards – ignores trifles
- S13 SSG+SA 1982 – contractual obligation to exercise reasonable skill and care
– don’t promise to do something, promise you will do your best to perform with
reasonable skill and care
[B] Literal Enforcement
- What remedies can be claimed if you are in breach?
1) Specific performance
- Equitable remedy: available by discretion of courts
- Court can enforce performance of contractual obligations
- Less common approach to enforce contracts
- Courts usually think that money will fix problems, eg: paying for damages
Societe des Industrie Mettallurgiques SA v Bronx Engineering Co Ltd [1975] 1
Lloyd’s Rep 465 (sale of goods)
- 200 tonne machine, takes 9-12 months to manufacture, costs £270,000 without
delivery charges
- Seller doesn’t deliver to buyer. Buyer seeks specific performance to deliver,
doesn’t want any rival companies to get this machine
- Court = specific performance refused – damages should be claimed instead
2) Uniqueness of subject matter
Adderley v Dixon (1824) 1 Sim & St 607 (sale of land)
- Sale of land is seen as unique
- Specific performance routinely awarded for non-performance of obligation to
transfer rights in land
