Discharge of contractual obligations

Thesis

Modern orthodoxy claims that the English law of contract recognises three distinct doctrines that discharge parties from their contractual obligations: (i) termination for breach, (ii) frustration, and (iii) common mistake. This thesis challenges the modern orthodoxy. It argues that each ‘doctrine’ is best explained as an instance of discharge for failure of condition. The reason one or both parties are discharged from their obligations is that their obligations are expressly or implicitly conditional upon the existence of particular facts or the occurrence of particular events that do not exist or have not occurred.

The central claim made in this thesis is not new. It is broadly consistent with how these ‘doctrines’ have been understood for hundreds of years. But the modern view is that the law has moved on. This thesis takes aim at this view and argues either that the law has not moved on or that where the law has moved on, it has taken a wrong turn.

In explaining these instances of discharge in this way, this thesis illuminates the relationships between seemingly disparate areas of contract law and provides a coherent and compelling explanation of each. It also grounds the justifications for these instances of discharge in the parties’ agreement. Finally, this thesis shows how the failure of condition model can provide better answers to difficult questions that arise on the orthodox approach.

Ultimately, this thesis challenges current perceptions of contract law and demonstrates the lessons that are to be learnt from understanding the basis of discharge in these cases. It is the failure to appreciate the nature of the concepts in play that has caused so many of the modern problems in the law of discharge of contractual obligations.

Authors: English, J

• DOI: 10.5287/ora-kk1qnmad9
• Type of award: DPhil
• Level of award: Doctoral
• Awarding institution: University of Oxford
• Language: English
• Keywords: repudiation; anticipatory breach; promissory conditions; contract; failure of condition; waiver; conditions precedent; common mistake; concurrent conditions; mistake; discharge of contractual obligations; termination; frustration; estoppel; breach; conditions subsequent; conditions; implied conditions
• Subjects: Mistake (Law); Discharge of contracts; Frustration; Breach of contract