Full Description
The question explored in this book is how contracts can manage uncertainties.
Commercial parties face uncertainties on a regular basis. Market fluctuations, new laws and regulations, pandemics, rapid technology advancements, and geopolitical tensions are all examples of events whose nature cannot be easily foreseen or captured by the contractual parties' expectations.
One possible way of addressing the uncertainty generated by such risks and events is through reliance on established contractual doctrines, such as variation or frustration. Under English law, these doctrines are traditionally limited. Another, and typically preferable, method is for contract drafters to include clauses that modify, suspend, or terminate the obligations or liabilities of one (or both) of the parties, or clauses that at least open up the options for renegotiation. Examples include material adverse change (or effect) clauses, hardship clauses, performance clauses, termination or suspension clauses, remedies clauses, and variation clauses.
Such clauses raise a range of issues concerning their interpretation, effect and enforceability; the consequences that follow when the clauses do not work as planned; the consequences of allocating contractual discretion to a party to determine the existence of the relevant risk or event; and the extent to which the existence of specific clauses changes the options available to the parties beyond what general contract law principles offer.
The book advances the understanding of how the law deals with the unexpected and is an essential read for academics, students, and practitioners, including contract drafters, legal advisors, and litigation lawyers.
Contents
1. Introduction, Paul S Davies (University College London, UK) and Magda Raczynska (University College London, UK)
2. Contract Law and the Unexpected: A Comparative Perspective, John Cartwright (University of Oxford, UK)
3. Constructing Frustration, Paul MacMahon (London School of Economics, UK)
4. Interpreting the Contract in the Light of Unexpected Events, Catherine Mitchell (University of Birmingham, UK)
5. Contractual Silence, Risk Allocation and the Interplay between Contract and Unjust Enrichment, Niamh Connolly (University College London, UK)
6. Smart Contracts and the Unexpected, Sarah Green (University of Bristol, UK)
7. Managing the Unexpected in Global Markets: LIBOR Transition, the Capacity of Contracts and the Role of Third Parties, Jo Braithwaite (London School of Economics, UK)
8. Hardship Clauses, Ewan McKendrick (University of Oxford, UK)
9.' Hell Or Highwater' Clauses, Jordan English (University of Oxford, UK)
10. Material Adverse Change Clauses, Richard Calnan (University College London, UK)
11. Variation Clauses and Variation Agreements, Charles Mitchell (University College London, UK) and Magda Raczynska (University College London, UK)
12. Suspension or Termination of Obligations in Charterparty Contracts: Should we Rely on Contractual Interpretation to Achieve Certainty? Miriam Goldby (Queen Mary University London, UK)
13. Specific Performance Clauses, Solène Rowan (King's College London, UK)
