UNIVERSITY OF PROFESSIONAL STUDIES, ACCRA

(UPSA)

LAW SCHOOL
LLB

The Law of Contract II

2023/2024 ACADEMIC YEAR

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 Mistake

Misrepresentation

Undue Influence
Vitiating
Factors
Duress

Unconscionability

Illegality
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 Illegality

Contracts which Recovery of

Contracts in Effects and money or
are illegal on Illegality in
restraint of consequences property
grounds of performance
trade of illegality transferred
public policy
under an illegal
contract
Crime/tort/fraud, Restraints in Offender
sexual immorality, business and cannot enforce Void ab initio
interference with employment contract, No recovery
regulation of contracts Innocent party Exceptions =
foreign countries, can enforce & claim not
impede all parties founded on
administration of cannot enforce illegality, parties
justice, oust if all were not equality
jurisdiction of the aware of guilty, class
courts, deceive illegality protecting
public authorities, statutes,
inefficiency and repentance
corruption in before
public life & abuse performance
of public position
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 Law of
Contract II
Introduction Elements of a Vitiating
contract Factors Discharge Remedies
and
theoretical (contract Mistake
foundation formation) Misrepresentation Agreement, Damages,
Undue Influence Specific
Offer, Acceptance, Duress Performance
Consideration,
Illegality , Frustration Performance
Intention,
Capacity & (public policy) & Breach of & Injunction
Implied Terms & Unconscionability Contract

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 Agreement

Performance
Discharge
Frustration

Breach of
Contract 5
 Discharge - Agreement

➢ Parties to an existing contract may enter into a subsequent

agreement to extinguish the rights and obligations created by
their earlier contract.
• Fish & Meat Co. Ltd v. Ichnusa Ltd [1963] 1 G.L.R 314, 317

➢ Parties’ intentions may be to extinguish a former written contract

and replace it with a new and self-contained agreement
(rescinding earlier written contract and substituting it with a new
agreement).
• Japan Motors Trading Co. Ltd v. Randolph Motors Ltd [1982-83] 1
G.L.R 536

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 Discharge - Performance
Requirement of Exact and Precise performance of Entire Contract

➢ Where one party tenders defective or incomplete performance of an entire contract, the
other party is discharged from his liability to perform his side of the contract and the
performing party cannot sue to recover payment for partial or defective work done.
• Cutter v Powell (1795) 6 TLR 320
• Sumpter v Hedges (1989) 1 QB 673; 67 LJQB 545
• Re Moore v Landauer (1921) 2 KB 519
• Bolton v Mahadeva (1972) 1 WLR 1009
➢ A party who does not perform perfectly can recover nothing
Exceptions:
1. Doctrine of Substantial Performance
➢ If the performance tendered falls short of the required performance only in some
relatively trivial respect, the party not at fault is not completely discharged from
performance (pay the price agreed upon for the work done, but may counterclaim for
the loss he has suffered by reason of the incomplete or defective performance)
➢ A contract is substantially performed where the cost of rectifying the defects in
performance is a relatively small proportion of the total contract price
• Hoenig v Isaacs (1952)1 TLR 1360; (1952) 2 ALL ER 176

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 Discharge- Performance
2. Acceptance of partial performance
➢ A promisor who has only partially performed his obligations under
the contract will be entitled to payment for his part performance if
it can be inferred from the circumstances that there was a fresh
agreement between the parties, under which the promisee agreed
to pay for the partial performance tendered.
➢ This inference is made where the promisee, having the option
either to accept or reject the partial performance, chooses to
accept and keep the benefit of the partial performance
• Section 14(1) of the Sale of Goods Act 1962, Act 137
• Mabsout v. Fara Bros (Ghana) Ltd (1964) GLR 437
• Sumpter v Hedges (1989) 1 QB 673; 67 LJQB 545

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 Discharge-Performance
3. Prevention of performance by promisee
➢ Where a party who has only partially performed his obligations under an
entire contract is prevented through the fault of the other party from
completing his obligations under the contract, the performing party may:
(a) sue to recover damages for breach of contract; or
(b) sue to recover reasonable remuneration on quantum meruit for work done
• Planche v Colburn (1831) 8 Bing 14
• Skanska Jensen International v. Klimatechnik Engineering Ltd [2003-2004]
SCGLR 698 (reasonable remuneration fixed by the court)
4. Divisible Contracts
Where a contract is divisible, completion of each distinct part or each stage
entitles the performing party to payment and the obligation to pay arises
independently of performance of the whole contract
• Appleby v Myers (1867) LR 2 CP 651; 16 LT 669

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 Agreement

Performance
Discharge
Frustration

Breach of
Contract 10
 Law of
Contract II
Introduction Elements of a Vitiating
contract Factors Discharge Remedies
and
theoretical (contract Mistake
foundation formation) Misrepresentation Agreement, Damages,
Undue Influence Specific
Offer, Acceptance, Duress Performance
Consideration,
Illegality , Frustration Performance
Intention,
Capacity & (public policy) & Breach of & Injunction
Implied Terms & Unconscionability Contract

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