contract test

EIGHTH PROGRAMME

The Commission has begun a review of contract law, its first in this area for a number of years.  The project is included in our Eighth Programme of Law Reform as a long-term project.  The Commission carried out a substantial amount of work on contract law in the 1990s, not all of which has been implemented despite attracting support on publication.  The main areas of work contained in unimplemented reports are:

• Formation of Contract: Scottish Law and the United Nations Convention on Contracts for the International Sale of Goods (Scot Law Com No 144, 1993)
• Report on Interpretation in Private Law (Scot Law Com No 160, 1997)
• Report on Remedies for Breach of Contract (Scot Law Com No 174, 1999)

A stimulus for our review of these topics is the publication in 2009 of the Draft Common Frame of Reference (DCFR).  This sets out a contemporary statement of contract law, based on comparative research from across the European Union; it is written in clear English; and it offers a new and valuable opportunity to review some of the topics on which we have already worked and to examine the law in other, related areas too (as described below).  (There is more information on the DCFR in the opening paragraphs of the discussion paper which we mention below.)

The recommendations in the reports listed above relate to areas all of which remain difficult or uncertain in the Scots law of contract, and are thus worth revisiting with the benefit of the DCFR. We have begun with interpretation, on which our Discussion Paper  (DP 147) was published on 23 February 2011.  The consultation period runs until 20 May 2011.  A response form is available on our website for responses.  The box on the right hand side of this page contains updates which are relevant to the paper.

Our next project will deal with issues related to formation.  We have yet to consider the full coverage of our review but it will include an examination of the postal acceptance rule (whose abolition was recommended in our 1993 Report mentioned in the first bullet point above) and of the law and practice relating to "execution in counterpart".