Contractual Disputes
Contractual Disputes resolutions for start-ups, scale-ups and the entrepreneurially spirited
When you enter into an agreement with another party, you often do so with the very best of intentions and without any anticipation that somewhere down the line there will be a disagreement about the terms of the contract. A common claim our breach of contract lawyers deal with is where a party has refused to pay for goods or services.
Perhaps the goods or services were not provided to an acceptable standard, or maybe a party has failed to provide the services on time or at all.
There may also be consequences to terminating a contract which you need to carefully consider.
Whatever the form of breach, this is one of the most common types of claims that our team of contract lawyers deal with on a day-to-day basis.
Inevitably a breach of contract claim will lead to a breakdown in the relationship between the parties and you will want a contract lawyer to help you navigate through the turbulent times and assist you with resolving the matter in a proactive and practical manner.
Our expert team of contract lawyers are experienced in a wide range of matters including the following:
Legal Considerations
A contract does not need to be written to be enforceable (except in certain situations eg transfer of land or assignments of IP), though it helps to have the precise terms in writing so that each party is aware of their obligations.
In order for a contract to be valid, it must have the following elements:
1. Offer - This is a statement of terms by which the offeror agrees to be contractually bound
2. Acceptance - The offer must be accepted, and acceptance of an offer must be unconditional
3. Consideration - Each party must exchange something of ‘value’ for a contract to valid. The consideration doesn’t have to be equal, but a contract will not be valid without some consideration.
4. Intention to create legal relations – It must be clear that the parties intend to create legal relations and are aware of their obligations
5. Certainty of terms - In order for a contract to be binding, all material terms must be agreed. If the agreement is uncertain, a court may not be able to enforce it
The terms of a contract can have differing statuses. Conditions are the most important terms of the contract. A breach of a condition will entitle a party to terminate the contract and claim damages whereas a breach of a warranty will only entitle a party to claim damages.
The contract may set out whether the term is a condition or warranty, or it may be designated in statute (eg Sale of Goods Act 1979). If there is no express classification in the contract or statute, the court will consider the nature of the contract, its subject matter and the surrounding circumstances in determining whether the term is a condition or warranty.
It is also possible to imply terms into a contract, in addition to the terms which are expressly stated. Terms can be implied on the basis of usage or custom, previous course of dealings, the intention of the parties, common law, statute and to give business efficacy. You cannot imply a term if it directly contradicts an express term.
Any loss that is suffered must be a direct consequence of the breach of contract and have been reasonably foreseeable by both parties at the time the contract was entered into.
Other factors to Consider
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