Freedom of contract is a great strength of English law: indeed it is a key reason why English law is often the law of choice. But the terms of commercial contracts often restrict freedom of action. This book considers such terms. Leading commentators take stock of recent developments such as increased reliance on good faith/discretion and the rise of smart contracts. Insodoing, they make original contributions to ongoing debates concerning the limits to parties' freedom of contract. This important subject will interest drafters of commercial contracts keen to ensure that contracts are clear and enforceable; litigators disputing the meaning, scope and validity of terms; and academics interested in the purpose and nature of the exercises involved.
Table Of Contents
1. Freedom of Contract and Terms Affecting Freedoms
Magda Raczynska and Paul S Davies
2. Binding Our Future Selves
Robert Stevens
3. Anti-Oral Variation Clauses: Rock-Solid or Rocky?
Andrew Burrows
4. Controlling Contractual Interpretation
Richard Calnan
5. Good Faiths and Contract Terms
Magda Raczynska
6. Excluding Good Faith and Restricting Discretion
Paul S Davies
7. The New Override of Bans on Assignment of Receivables
Hugh Beale
8. The Boundaries of a Borrower's Freedom to Act: Negative Covenants in Loan Agreements
Louise Gullifer and Graham Penn
9. 'Ethical Clauses' in Global Value Chain Contracts: Exploring the Limits of Freedom of Contract
Lucinda Miller
10. Smart Contracts
Sarah Green and Adam Sanitt
11. Disproportionate Penalties in Commercial Contracts
William Day
12. Opting for 'Documentary Fundamentalism': Respecting Party Choice for Entire Agreement and Non-Reliance Clauses
Jonathan Morgan
13. Planning for Failure: Contract Design, Ineffective Bargains and Restitution
Niamh Connolly
14. 'All Watched Over by Machines of Loving Grace'? The Inevitable Conflict between Contract Law and Free Speech in Cyberspace
Nicholas J McBride
15. Private Law and Public Concerns: Non-Disclosure Agreements in English Contract Law
Catharine MacMillan
16. Professional Ethics and NDAs: Contracts as Lies and Abuse?
Richard Moorhead
17. Choice of Court and Choice of Law Agreements: Freedom of Freedom of Contract
Alex Mills
18. Illegality in English Arbitration Law after Patel v Mirza
Uglješa Grušic and Manuel Penades Fons
19. The Reform of Insurance Warranties: Looking Beyond the Past
John Lowry and Rod Edmunds
20. The Right to Delivery of Goods under Contracts of Carriage
Melis Özdel
21. The Contents of Commercial Contracts: Terms Affecting Freedoms – A Response
Jacqueline Cook
