UNIVERSIDADE EDUARDO MONDLANE

FACULDADE DE DIREITO

Curso de Licenciatura em Direito

Inglês Jurídico

CONTRACT LAW

Students: Professors:

CRISÓSTOMO, Vera Orquídea Massarongo

MATSINHE, Cátia Eliseu Mabasso

NHADUATE, Leid

POIO, Akisha
 Contents
1. Contract ..................................................................................................................................... 3
2. Validity of contract .................................................................................................................... 5
3. Breach of contract ...................................................................................................................... 8
4. Damages and Remedies ........................................................................................................... 10
BIBLIOGRAPHIC REFERENCE .............................................................................................. 14
1. Contract

A contract or agreement is either where a promise made on one side and assented to on the other,
or where two or more persons enter into engagement with each other by a promise on either side 1.
A contract is an agreement between parties that creates an obligation to perform or not perform
a particular duty.2

[Link] of a contract
In common law there are 3 basic essentials to the creation of a contract: I) Agreement, II) Contract
intention and III) Consideration
I) Agreement
The first requisite of a contract is that the parties sherd have reached agreement. Generally
speaking, an agreement is reached when on party makes an offer. Which is excepted by
another party in deciding whether the parties have reached agreement, courts will apply an
objective test.

Offer – made by the offeror expression of willingness to contract on certain terms made with
intention that it shall be binding.
An offer is an expression of willingness to contract on specified terms, made with the intention
that is to be binding, once accepted by the person to whom it is addressed. 3
The must be an objective manifestation of intent by the offeror to be bound by the offer if accept
by the other party. There fore, the offeror will be bound if his words of conduct are such as to
induce a reasonable third party observer to believe that intends to be bound, even if in fact he has
no so intention.4
An offer can be addressed to a single person, to a specified group of person, or the world at large.

II) Acceptance

Made by the offeree and must exactly match the offer.

1
Black's law dictionary page 261
2
[Link] 12.03 25 (14:22)
3
Storver v Manched, cit council [1974] 1WLR1405
4
Idem
An offer must be clear and contain the details of the contract ( price, quantify, payment).
Conter- offer:offer withdrawn are revoked before it has been accepted but not after this time.
Acceptance has no legal effect until is communicated to the offeron ( because it could cause
hardship to the offeron to be bound without knowing that his offer had been accepted) The general
rules is that a postal acceptance takes effect when the letter of acceptance is posted.
( even if the letter may be lost, delayed or destroyed).
A communication fails to take effect as an acceptance where it attempts to vary the terms of an
offer.
In such cases it is a counter- offer, which the original offeror can either accept or reject. For
example, where the offer offeror to trade on its standard terms and the offeree purports to accept,
but on its own standard terms, that represents a counter- offer. Making a counter- offer amounts
to a rejection of the original offer which cannot subsequently be restored or accepted (unless the
parties agree).
An offer may be revoked at any time before is acceptance, however the revocation need not be
communicated a by the offeron personally ( it can be made by a reliable third party), if is not
communicated, the revocation is ineffective.
Once an offer has been accepted, the parties have an agreement. That is basis for a contract, but
is not sufficient in itself to create legal obligations.

III) Consideration
It’s know as the price of promise and is a requerent for contract under common law.
The idea behind consideration is that both parties to a a contract must bring something to the
bargain.
A party seeking to enforce a contract must show that it conferred some benefit or suffered some
detriment that is recognized by law.
Some common – law and civil- law systems do not require consideration.

Consideration rules

Consideration must be “sufficient”

Although a promise has no contractual force unless some value has been given for it ,
consideration5 need not be adequate courts do not, in general ask whether adequate value has

5
Any act of the plaintiff from which the defendant or a stranger derives a benefit or advantage or any labor
been given ( in the sense of there being any economic equivalence between the value of the
consideration given and the value of any goods or services received). This is because they do not
normally interfere with the bargain made between the parties. Accordingly nominal consideration
is sufficient.

Consideration must not be from the past

The consideration for a promise must be given in return for the promise.

Consideration must move from the promise

Is good consideration for person a to pay person C in return for services rendered by person B.
If there are joint promises, then consideration need only to move from one of the promises.

2. Validity of contract

I) Illegality
A voidable contract can be legally rejected by one party and is said to have a defect. If party with
power to reject the contract chooses not to reject the contract despite the defect, the contract
becomes valid and enforceable.
It is usually only one of the two parties who would be adversely affected by to a 6voidable contract
if they had recognized the misrepresentation or fraud made by the other party.
The reasons that can make a contract voidable are:
1. Failure by one or both parties to disclose a material fact
2. A mistakes
3. Misrepresentation or fraud
4. Undue influence or duress
5. One party is incapacity to enter a contract
6. One or more terms that are unconscionable
7. Breach of contract

II) Unenforceable

6
The may be avoited, or declared void: not absolutely void, or void itself.
An unenforceable contract or transaction is one that is valid, but which the court will not enforce.
Unenforceable is usually used in contradistinction to void and voidable. If the parties perform the
agreement, it will be valid. However, if either refuses to compel them if they do not.

III) Vitiation factores

There are situations where the parties have reached agreement but the question arises whether the
existence or non existence of the some fact, or the occurrence or non occurrence of some event,
has destroyed the basics on which that agreement was reached so that the agreement is discharged
or in some other way vitiated.

a) Misrepresentation
A misrepresentation is a false statement of fact made by on party to another, which, whilst not a
term of the contract, induces the other party to enter into the contract. An actionable
misrepresentation must be a false statement of fact, not of opinion or future intention or law.
Silence does not normally amount to misrepresentation. However, the represent or must not
misleadingly tell only part of the truth. Thus, a statement that does not present the whole truth
may be a misrepresentation. Where a statement was true when it was made but due to a change
of circumstances becomes false, there is a duty to disclose the change.
A misrepresentation may be:
Fraudulent7- made knowingly, without belief in its truth or recklessly;
Negligent- made by a person who had no reasonable grounds to believe that it was true; or
Innocent- made in the wholly innocent belief that it was true.
The misrepresentation must have induced, at least partly, the party to enter into the contract and
must have been relied on to at least some degree by the person to whom it was made. If that
person in fact relies on his own judgments or investigations, or simply ignores the
misrepresentation, then it cannot give rise to an action against the person who made the
misrepresentation.
There are multiple remedies available once misrepresentation has been proved:

Rescission- This sets aside the contract and primarily aims to put the parties back in their original
position as if the contract had never been made. Rescission can be sought for all cases of

7
Conceited on Black's law dictionary
misrepresentation. However, this is a discretionary remedy – meaning that the courts will not
always allow a party to rescind – and the injured party may lose the right to rescind if:
a) he has already affirmed the contract;
b) b) he does not act to rescind in a reasonable time;
c) it is or becomes impossible to return the parties back to their original position; or
d) a third party has acquired legal rights as a result of the original contract.

Indemnity- The court may order payment for expenses necessarily incurred in complying with
the terms of the contract.

Damages- This remedy varies according to the type of misrepresentation. In fraudulent

misrepresentation cases there is an automatic right to damages, in negligent cases the injured
party may claim damages under common law or under the Misrepresentation Act 1967 s2(1). In
situations of innocent misrepresentation, the court has discretion whether to award damages and
may opt to award damages in lieu of rescission. Damages are discussed further below. 16 For
these purposes, a course of conduct may amount to a representation.

b) Mistake
A contract may be void or voidable if mistake 8 has occurred. If a contract is void, then it is so ‘ab
initio’ (from the beginning), as if the contract was never made. In such cases, no obligations will
arise under it. Alternatively, if the contract is voidable, the contract will have been valid from the
start and obligations may arise under it despite the mistake.
Mistake can be classified into different forms:

Common Mistake- A common mistake is one where both parties make the same error relating
to a fundamental fact. For example, a contract will be void at
Common law9 if the subject of the contract no longer exists – e.g. a contract for the sale of specific
goods where those goods have already perished. Similarly, the contract will be void if the buyer
makes a contract to buy something that in fact already belongs to him.

8
Some unintentional act, omission, or error arising from ignorance, surprise, imposition, or misplaced confidence
9
Is a legal system based on court decisions, rather than legislation.
Unilateral Mistake-This occurs when only one party is mistaken. This includes mistake as to the
terms of the contract or mistake as to the identity of the parties. A mistake as to terms will make
a contract void.
Mutual Mistake- A mutual mistake is one where both parties fail to understand each other.
A mistake as to the quality of what is being contracted for – only in extreme cases of such a
mistake will the contract be void. It must be a mistake “which makes the thing without the quality
essentially different from the thing as it was believed to be”.

3. Breach of contract
Breach of contract is a legal cause , of action and civil wrong a binding agreement is not , honored
by one or more off the parties to the contract by non performance on interference with the ofter
party’s performance .10
A breach of contract is committed when a party , without lawful excuse fails or refuses to perform
what is due from him under the contract or performs defectively, or incapacitates himself from
performing.
Breach occurs when a party to a contract fails to fulfill its obligation as described in the, contract
or communicates on intent to fail the obligation or otherwise appears not to be able to perform its
obligation under the contract.

a) Types of contract breaches

I) Minor breach of contract

A minor breach of contract happens, when you don’t receive an item in service by the due date
Occurs when someone doesn't fully meet a minor promise in contract, like being a few days late
on delivery.
When a minor breach occurs, the non-breaching party generally has the right to sue for damages
caused by the breach.
Example: You bring a suit to your tailor to be custom fit . The tailor promises( an oral contract)
that they Will deliver the adjusted garment in time for your important presentation but, in fact,
they deliver it a day later.

II) Material breach of contract

10
Allen and Overy. Basic principles of English contract Law , page 9
A material breach11 of contract is when you receive something different from what was stated in
the agreement
Is a broken promise that affects the very foundation of the agreement. Its crucial to understand
what constitutes a material breach, and what to do if you find yourself on either end of one.
Say, for example, that your firm contracts with a vendor to deliver 100 copies of a bound manual
for an auto industry conference, but when the boxes arrive at the conference site, they contain
gardening brochures instead.
A breach of contract generally falls under one of two categories:
Actual breach: When one part refuses to full perform the terms of contract. Occurs when party
to a contract fails to perform their obligations as specified in the agreement.
Anticipatory breach : When a part states um advance that they Will not be delivering on the
terms of contract.
Is when the other party in a contract signals their intention not to full-fill their future obligations
under the agreement.

III) Legal issues concerning a breach of contract

A plaintiff , the person, who brings a lawsuit to court claiming that there has been a breach of
contract existed between the parts . The plaintiff also must demonstrate how the defendant – the
one against whom a claim it charge is brought in a court – failed to meet the requirements of the
contract.

IV) Termination of breach contract

Termination is the remedy by which one the party ( the injured party) is released from his
obligation to perform because off the contract or to affirm it and claim further performance.
Termination depend on the injured party’s election because the guilty party should not be allowed
to rely on his own breach of duty to the other party on order to get out off the contract.

The injured party must unequivocally indicates his intention to terminate such as by giving notice
to this effect to the party in breach or by commencing proceedings he must terminate the contract
as a whole and , if the injured party accepts further performance after breach , he may be held to
have affirmed so that he cannot later terminate the contract.

11
https//[Link]/terms/b/breach of [Link]. 13.03.2025 (14:21)
After termination, the injured party is no longer bound to accept or pay for future performance.
However termination does not release the injured party from his duty to perform obligations
which accrued before termination . If the injured party fails to exercise his option to terminate, or
positively affirms the contract, the contract remains on force and each party is bound to perform
his obligations when that performance falls due.
If should be noted bringing proceedings for breach of contract does not necessarily, ammount to
termination of that contract. If may be that the claimant is seeking damages Aline and/or the
contract may contain specified formalities to be met before termination can occur.
The breach of contract result in damages that will have to be paid by the party, breaching the
contract to the aggrieved party.

4. Damages and Remedies

Damages are intended to compensate the injured party for the loss that he has suffered as a result
of the breach of the contract. In the Black’s laws dictionary 12
, damages means a pecuniary
compensation or indemnity which may be recovered in the courts by any person who has suffered
loss detriment, or injury whether to his person property, or rights, through the unlawful act or a
omission or negligence of another.
The potential remedies for breach of contract clam can include: money damages, restitution
damages, liquidated damages, punitive damages and specific performance or injunctions.
A breach of contract is not considered a crime, over even a tort, and punitive damages are rarely
awarded for foiling to perform promised obligations with payouts limited to the figure listed in
the contract.
However, the doctrine of reliance damages does offer some exceptions in very specific
circumstances. Additional monetary damages 13 may be awarded if it can be proved that a reliance
on the contract.

I) Money damages
Also known monetary damages area of relief that awards money as compensation for some injury.
Unlike the amount of money damages is not immediately obviou from the facts of the case, and

12
cfr. Black’ Law dictionary, second edition, pag. 243.
13
Allen and Overy, Basic principles of English contract law, page 10
mus be assessed by the trier of fact. Monetary damages in contract law are a way to compensate
a part who has been injured by a breach of contract 14.

II) Restitution damages

Are remedy in contract law that restore the status before a breach of contract. They are used when
the defendant has been unjustly enriched at the expense of the claimant. Restitution aims to
prevent unjust enrichment. That returns the benefit, the goal of restitution is to restore the injured
party to their original position by requiring the wrongdoer to return the benefit they received 15
III) Liquidated damages
Are a very specific type of monetary compensation that’s determined in advance within a contract.
The key characteristics: the pre-agreed amount that the contracting parties agree upon during the
formation of the contract. This amount will be paid if one of the parties breaches a specific term
of the contract; liquidated damages are used to compensate for losses that are difficult to quantify.
Parties agree to liquidated damages before signing the contract, then the liquidated damages are
pre-estimate of likely losses, they are paid if one party breaches the contract and them can be paid
per day, week, month, or other agreed period.

IV) Punitive damages

Are awarded in addition to actual damages in certain circumstances. Punitive damages are
considered punishment and are typically awarded at the courts discretion when the defendants
behavior is found to be especially harmful. Punitive damages are normally.
In the case of tort liability, courts may choose to apply punitive damages. However, they will
typically only do so if the plaintiff can prove that the defendant engaged in an intentional tort
and/or engaged in wanton and willful misconduct.
Some contracts will list certain " liquidated damages " as a consequence of a breach . A court,
however, may choose to ignore this clause if the liquidated are actually punitive damages. There
is a part test that courts will typically use to determine whether to apply a liquidated damages
clause: the agreed damages must be a reasonable forecast of just compensation for the harm that
is caused by the breach.

14
Monetary damages refer to financial compensation awarded to a party who has suffered a loss or injury.
15
Restitutionary damages are a specific type of monetary remedy designed to prevent unjust enrichment by
requiring a wrongdoer to return the benefits they unfairly obtained.
The harm must be incapable of accurate estimation. If the clause meets both of these elements,
then the court will typically apply the clause, finding no evidence of punitive damages.

V) Specific performance
An order of a court which requires a party to perform a specific act (Contract). It is an alternative
to awarding damages, and is classed as an equitable remedy commonly used in the form of
injunctive relief concerning confidential information or real property.
Specific performance 16 is a forced action, usually used to complete a previously established
transaction, thus being the most effective remedy in protecting the expectation interest of the
innocent party to a contract.
Specific performance is often guaranteed through the remedy of a right of possession, giving the
plaintiff the right to take possession of the property in dispute. However, in the case of personal
performance contracts, it may also be ensured through the threat of proceedings for contempt of
court.
Orders of specific performance are granted when damages are not an adequate remedy, and in
some specific cases such as land sale. Such orders are discretionary, as with all equitable
remedies, so the availability of this remedy will depend on whether it is appropriate in the
circumstances of the case.

16
Having a certain term or designation observing a certain form, particular and precise.
CONCLUSION

Contract law, especially in the context of common law, plays a fundamental role in structuring
commercial and personal relationships. Common law, with its historical roots and evolution
through judicial precedents, provides a robust system that not only defines basic contractual
principles but also allows for flexibility and adaptation to new social and economic realities.
One of the most significant aspects of common law is the emphasis on the parties' intent and the
interpretation of contracts. This means that when analyzing a contract, courts seek to understand
what the parties truly intended when entering into the agreement. This approach helps ensure that
judicial decisions reflect the legitimate expectations of the parties involved.
Moreover, common law provides effective mechanisms for resolving contractual disputes,
encouraging parties to fulfill their obligations. The ability to seek damages in case of breach is an
essential feature that promotes trust in contractual transactions.
In conclusion, contract law from the perspective of common law is not just a set of rules; it is a
dynamic system that ensures fairness and justice in human interactions. By understanding the
principles of common law, individuals and businesses can navigate the complex world of
contractual agreements more securely, protecting their interests and fostering lasting
relationships.
BIBLIOGRAPHIC REFERENCE

ALLEN e OVERY. Basic Principles of English law.

Black's law dictionary
STORVER v MANCHED, cit council ( 1974). 1wLR.
SITES:
[Link] 13.03.2025(14:21)
[Link] 13.03.2025(14:30)
[Link] 12.03.2025(14:22)