Heydon on contract

"Heydon on Contract" is a comprehensive treatise on the law of contract in Australia, authored by The Hon. Dyson Heydon. The book is divided into several parts, each addressing a critical aspect of contract law. Here is a detailed overview:

Key Themes

1. Formation of Contract

   • Incapacity: The book delves into the complexities of incapacity to enter into a contract, highlighting the tension between protecting vulnerable individuals and allowing them to contract if they so wish.
   • Offer and Acceptance: It provides a detailed analysis of the objective theory of contract, including discussions on the concept of an "invitation to treat" and the nuances of communicating acceptance in unilateral contracts.
   • Intention to Affect Legal Relations: This section examines the importance of intent in forming a legally binding contract.
   • Consideration: The book discusses the essential element of consideration in contract formation, including its various forms and exceptions.
   • Formal Requirements: It covers the formalities required for a contract to be valid, such as writing and signature.

2. Terms of the Contract

   • Express Terms: The book explores how express terms are incorporated into a contract and their interpretation.
   • Construction of Terms: It discusses both general and extrinsic circumstances that influence the construction of contract terms, including the role of extrinsic evidence.
   • Implied Terms: The author examines how terms can be implied into a contract, either by custom or by the conduct of the parties.
   • Exemption Clauses: The book analyzes the validity and enforceability of exemption clauses in contracts.
   • Third Party Rights and Obligations: It covers the rights and obligations of third parties in contractual agreements.
   • Assignment: The author discusses the rules governing the assignment of contractual rights and obligations.

3. Vitiating Factors

   • Misrepresentation: The book delves into the various forms of misrepresentation that can vitiate a contract, including fraudulent and innocent misrepresentations.
   • Mistake: It examines the impact of mistake on contract validity, including mutual and unilateral mistakes.
   • Duress: The author discusses the concept of duress and its effect on contract formation, including economic and physical duress.
   • Undue Influence: The book covers the principles governing undue influence and its role in vitiating contracts.
   • Unconscientious Conduct: It explores the concept of unconscientious conduct and its implications for contract validity.

4. Public Policy

   • Restraint of Trade: The book analyzes the laws governing restraint of trade clauses, including their validity and enforceability.
   • Illegality Other Than Restraint of Trade: It discusses the broader implications of illegality on contract validity, excluding restraint of trade.

5. Performance and Discharge

   • Performance: The author examines the obligations of parties to perform contractual duties and the consequences of non-performance.
   • Discharge by Agreement: It covers the various ways a contract can be discharged through mutual agreement, including novation and rescission.
   • Discharge by Frustration: The book discusses the doctrine of frustration and its impact on contract discharge due to unforeseen circumstances.
   • Discharge by Breach: It explores the consequences of breach on contract validity and the remedies available to the injured party.
   • Other Forms of Discharge: The author examines other mechanisms for discharging a contract, such as accord and satisfaction.

6. Remedies for Breach

   • Damages: The book provides a comprehensive analysis of damages as a remedy for breach of contract, including general and special damages.
   • Specific Performance: It discusses the circumstances under which specific performance may be ordered as a remedy for breach.
   • Injunctions: The author covers the role of injunctions in preventing breaches of contract or enforcing contractual obligations.
   • Lord Cairns' Act: The book examines the historical significance and current application of Lord Cairns' Act in relation to specific performance.
   • Rectification: It discusses the process of rectifying contracts to reflect the true intentions of the parties.
   • Rescission: The author explores the grounds for rescinding a contract and the procedures involved.

Plot Summary

The book does not have a narrative plot but rather a structured analysis of the law of contract. It systematically covers all aspects of contract formation, terms, vitiating factors, public policy, performance, and remedies for breach. Each section provides detailed discussions and case analyses to guide Australian practitioners in understanding and applying the law of contract.

Critical Reception

"Heydon on Contract" is widely regarded as a