Cambridge BA: Contract Law Paper

Arabella is a renowned antique dealer. In March 2024, she places an advertisement in a specialist trade journal stating: 'Georgian silver tea service, hallmarked 1788, asking price £45,000 — serious collectors only, first to inspect and approve may purchase.' Benedict, a collector, visits Arabella's shop on 10 March and, after a two-hour inspection, says: 'I accept your offer — here is my cheque for £45,000.' Arabella replies that she needs to 'think about it overnight.' The following morning, before Arabella can respond, she receives a letter from Cassandra, posted the previous afternoon, stating: 'I accept your offer and enclose a banker's draft for £45,000.' Arabella telephones Cassandra to confirm the sale and simultaneously sends Benedict a letter of rejection. Benedict argues that (i) the advertisement constituted an offer he validly accepted, and (ii) alternatively, his conduct on 10 March constituted a counter-offer that Arabella's silence should be treated as accepting. Cassandra claims her posted acceptance formed a binding contract. Advise all parties as to whether any binding contract has been formed, and if so, with whom.

Dominic is a software developer. In January 2024, he enters a written contract with ElectraCo Ltd, a technology company, to develop bespoke inventory management software for £120,000, deliverable in six months. The written contract contains a clause stating: 'This document represents the entire agreement between the parties. No oral representations shall form part of this contract.' Before signing, Dominic had orally assured ElectraCo's director that the software would 'seamlessly integrate with SAP systems used by all FTSE 100 companies.' The software is delivered on time but fails to integrate with ElectraCo's SAP system. ElectraCo suffers £80,000 in losses. ElectraCo seeks to rely on Dominic's pre-contractual oral statement as either (i) a contractual term, (ii) a collateral contract, or (iii) a misrepresentation. Dominic contends the entire agreement clause excludes all such claims. Additionally, ElectraCo's junior solicitor notices that the written contract refers to a pricing schedule 'attached hereto as Annex A,' but no Annex A was ever attached or agreed. ElectraCo now argues the contract is void for uncertainty. Advise ElectraCo fully on all grounds, addressing Dominic's defences.

Evelyn owns a construction company. In February 2024, she contracts with Fairbridge Borough Council ('the Council') for the renovation of a historic town hall, for a fixed price of £2 million, with a completion date of 31 December 2024. The contract includes a liquidated damages clause specifying £5,000 per day for late completion. In June 2024, Evelyn encounters unforeseen structural problems — asbestos discovered beneath the floor — and informs the Council she cannot complete for under £2.5 million. The Council, anxious to avoid delay, agrees in writing to pay the additional £500,000. When the project is completed on time in December, the Council refuses to pay the £500,000, arguing the variation agreement lacked consideration. Evelyn counters that the asbestos discovery frustrated the original contract, entitling her to a new contractual basis. Separately, the Council argues that even if the variation is enforceable, a penalty clause analysis reveals the £5,000-per-day liquidated damages provision is an unenforceable penalty. The building was in fact completed early, so this is academic — but Evelyn wishes to know the legal position for future contracts. Advise Evelyn on: (i) enforceability of the variation agreement; (ii) whether frustration applies; (iii) the legal status of the liquidated damages clause.

Critically evaluate the extent to which the doctrine of promissory estoppel has undermined the doctrine of consideration in English contract law. In your answer, discuss leading authorities and assess whether the current relationship between the two doctrines is coherent and principled.

To what extent does English law adequately protect contracting parties against unfair exclusion clauses? In your answer, critically assess the respective roles of the Unfair Contract Terms Act 1977, the Consumer Rights Act 2015, and the common law rules of incorporation and construction.