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A Restatement of the Scots Law of Contract

By Martin Hogg

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£45.00

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Published 31 May 2027

About this book

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.

Table of contents

Table of Cases
Table of Legislation
Statutes
Subordinate Legislation and Rules of Court
Table of Commonly Cited Legal Texts

Part I. General Provisions

  1. Scope
  2. Freedom to contract; freedom of contract
  3. Nature of contract
  4. Nature of promise and its distinction from contract
  5. Bilateral and multilateral contracts
  6. Gratuitous and onerous contracts
  7. Reciprocal and non-reciprocal contractual obligations
  8. Pure, conditional, and future obligations
  9. Concurrent liability
  10. Plurality of debtors
  11. Good faith
  12. Terminology and interpretation of this Restatement


Part II. Pre-Contractual Liability and Negotiations

  1. Pre-contractual liability
  2. Undertakings to negotiate (in good faith)


Part III. Formation and Variation of Contract

  1. Agreement (consent to be bound)
  2. Offer and acceptance
  3. Communication of contractual intention
  4. Minimum constitutive elements
  5. Required form
  6. Freedom to vary, terminate, or forego enforcement


Part IV: Contractual Content

  1. Express terms
  2. Implied terms
  3. Interpretation
  4. Rectification
  5. Entire agreement clause


Part V: Performance and Extinction of Obligations

  1. Performance
  2. Extinction of contractual obligation
  3. Extinction of obligation by performance
  4. Extinction of obligation by agreement
  5. Extinction of obligation by creditor’s discharge
  6. Extinction of obligation by compensation
  7. Extinction of obligation by merger (confusio)
  8. Extinction of obligation by death
  9. Extinction of obligation by prescription


Part VI: Defective Contracts

  1. Types and effect of defects
  2. Lack of capacity
  3. Uninduced error
  4. Induced error (misrepresentation)
  5. Extortion
  6. Fraud
  7. Undue influence
  8. Facility and circumvention
  9. Illegality
  10. Contract terms in restraint of trade


Part VII: Breach of Contract and Remedies

  1. Types of breach of contract
  2. Remedies for breach of contract
  3. Self-help and judicial remedies
  4. Justified withholding of performance (contractual retention)
  5. Equitable or special retention
  6. Justified withholding of property (lien)
  7. Justified termination of contract for breach (rescission)
  8. Specific implement
  9. Action for payment
  10. Interdict
  11. Purpose of damages
  12. Damages: assessment
  13. Damages: negotiating damages
  14. Damages: agreed
  15. No penal damages
  16. Transferred loss
  17. Return of benefit received
  18. Disgorgement of gains
  19. Interest


Part VIII: Frustration of Contract

  1. Frustration
  2. Effect of frustration


Part IX: Regulation of Exemption Clauses and Unfair Terms

  1. Exemption clauses and unfair terms: business contracts and notices
  2. Exemption clauses and unfair terms: consumer contracts and notices


Part X: Third Parties

  1. Right conferred on non-contracting third party
  2. Variation or extinction of third party right
  3. Third party’s remedies
  4. Defences to a claim to enforce a third party right
  5. Agency
  6. Assignation of contractual rights
  7. Intimation and registration of assignation
  8. Novation of contractual obligations
  9. Delegation (substitution of contractual debtor)


Index

About the author

Martin Hogg

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).