Contract (Formation and Remedies) (Scotland) Bill

Author: Angus Evans

PDF Published: Tuesday 14 Oct 2025 (SB 25-50)

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Overview
Report

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Overview
Report
- Summary
- What are contracts and contract law?
- What is the background to the Bill and the SLC's work in this area?
  - History behind the project
  - General review of contract law in the SLC's Eighth Programme of Law Reform
- What were the SLC's findings and recommendations?
  - General aims behind the SLC's work
  - Formation of contract
    
    Battle of the forms
    
    Scope of the statutory statement of the law on formation of contract
    
    General principles
    
    Abolition of the postal acceptance rule
    
    General offers
    
    Offer and acceptance
    
    Change of circumstances
  - Interpretation of contract
  - Remedies for breach of contract
    
    2017 Discussion Paper on Remedies for Breach of Contract
    
    What reforms did the SLC recommend in relation to remedies?
    
    No statutory statement of the law on remedies for breach of contract
    
    Limited reforms to existing rules on remedies for breach of contract
    
    Areas where no legislative reform proposed
  - Penalty clauses
- What does the Bill do?
  - Part 1 - Formation of contract
  - Part 2 - Remedies for breach of contract
  - Part 3 - General
- Law of retention
Sources

Scottish Law Commission. (2018, March 29). Modernising contract law in Scotland. Retrieved from https://www.scotlawcom.gov.uk/files/7115/2222/5674/News_Release_-_Report_on_Review_of_Contract_Law_-_Formation_Interpretation_Remedies_for_Breach_and_Penalty_Clauses_Report_No_252.pdf [accessed 16 September 2025]

MacGregor, H. (2004). European Contract Code. Edin. L.R., special issue, Vol.8, 2004, art.1(1).

McBryde, P.W. (2007). The Law of Contract in Scotland - para 1.15. (n.p.): Thomson W. Green.

Scottish Law Commission. (2018, March). Report on Review of Contract Law: Formation, Interpretation, Remedies for Breach, and Penalty Clauses . Retrieved from https://www.scotlawcom.gov.uk/files/1115/2222/5222/Report_on_Review_of_Contract_Law_-_Formation_Interpretation_Remedies_for_Breach_and_Penalty_Clauses_Report_No_252.pdf [accessed 20 June 2025]

Scottish Law Commission . (1993, July). Report on Formation of Contract: Scottish Law and the United Nations Convention on Contracts for the International Sale of Goods . Retrieved from https://www.scotlawcom.gov.uk/files/9712/7989/7299/rep144.pdf [accessed 20 June 2025]

Scottish Law Commission . (1965). First Programme (Scot Law Com No 1, 1965). Retrieved from https://www.scotlawcom.gov.uk/files/6212/7989/7300/rep1.pdf [accessed 30 July 2025]

Brotchie, N. (2009). The Scottish Law Commission: promoting law reform in Scotland. Legal Information Management L.I.M. 2009, 9(1), 30-34.

Scottish Parliament. (2013). Standards, Procedures and Public Appointments Committee - 2nd Report, 2013 (Session 4): Implementing Scottish Law Commission reports. Retrieved from https://webarchive.nrscotland.gov.uk/20240327055120/https://archive2021.parliament.scot/parliamentarybusiness/CurrentCommittees/62339.aspx [accessed 25 September 2025]

Scottish Law Commission . (2025, March 26). Anual Report 2024. Retrieved from https://www.scotlawcom.gov.uk/files/5217/4292/2049/Annual_Report_Scot_Law_Com_No_268.pdf [accessed 20 June 2025]

Scottish Law Commission. (2009, December 22). Eighth Programme of Law Reform. Retrieved from https://www.scotlawcom.gov.uk/files/9412/7989/6877/rep220.pdf#:~:text=Our%20Eighth%20Programme%20of%20Law%20Reform%20sets%20out%20the%20projects,of%20our%20last%20two%20Programmes. [accessed 6 August 2025]

Richardson, L. (2014, January 20). The DCFR, anyone?. Retrieved from https://www.lawscot.org.uk/members/journal/issues/vol-59-issue-01/the-dcfr-anyone/ [accessed 1 July 2025]

Cardiff University. (2010). Principles, Definitions and Model Rules of European Private Law. Draft Common Frame of Reference (DCFR). 6 vols. Retrieved from https://www.europeansources.info/record/principles-definitions-and-model-rules-of-european-private-law-draft-common-frame-of-reference-dcfr-6-vols/ [accessed 1 July 2025]

Delinavelli, G. (2025, February 20). What is the 28th legal regime? Where have I seen it before?. Retrieved from https://www.europeanlawblog.eu/pub/ha28jgs7/release/1 [accessed 1 July 2025]

Scottish Law Commission. (2018, March). Report on Review of Contract Law: Formation, Interpretation, Remedies for Breach, and Penalty Clauses - para 1.20. Retrieved from https://www.scotlawcom.gov.uk/files/1115/2222/5222/Report_on_Review_of_Contract_Law_-_Formation_Interpretation_Remedies_for_Breach_and_Penalty_Clauses_Report_No_252.pdf [accessed 1 July 2025]

Scottish Government. (2008, November). Report by the Business Experts and Law Forum - para. 1.2.1. Retrieved from https://webarchive.nrscotland.gov.uk/3000/https://www.gov.scot/Resource/Doc/243135/0067662.pdf [accessed 2 July 2025]

Scottish Law Commission . (2012, March). Review of contract law: discussion paper on formation of contract. Retrieved from https://www.scotlawcom.gov.uk/files/9513/3241/0632/dp154.pdf [accessed 11 July 2025]

Scottish Law Commission. (2011, February). Review of Contract Law Discussion Paper on Interpretation of Contract . Retrieved from https://www.scotlawcom.gov.uk/files/7412/9829/2343/dp147.pdf [accessed 14 August 2025]

Scottish Law Commission. (2017, July). Discussion Paper on Remedies for Breach of Contract . Retrieved from https://www.scotlawcom.gov.uk/files/3114/9968/2972/Discussion_Paper_on_Remedies_for_Breach_of_Contract_DP_No_163.pdf [accessed 26 August 2025]

Scottish Government. (2010, July 8). Consultation on Penalty Clauses (Scotland) Bill . Retrieved from https://webarchive.nrscotland.gov.uk/20201121045930/https://www2.gov.scot/Topics/Justice/law/damages/consultation [accessed 28 August 2025]

Scottish Law Commission. (2016, November). Discussion Paper on Penalty Clauses . Retrieved from https://www.scotlawcom.gov.uk/files/4815/0003/7098/Discussion_Paper_on_Penalty_Clauses_DP_No_162.pdf [accessed 28 August 2025]

Scottish Government. (2024, July 8). Scottish Law Commission - contract law review report: consultation. Retrieved from https://www.gov.scot/publications/scottish-government-consultation-scottish-law-commission-report-review-contract-law/ [accessed 15 September 2025]

Scottish Parliament. (2025, October 2). Contract (Formation and Remedies) (Scotland) Bill — Policy Memorandum. Retrieved from https://www.parliament.scot/-/media/files/legislation/bills/s6-bills/contract-formation-and-remedies-scotland-bill/introducction/spbill76pms062025accessible.pdf [accessed 14 October 2025]

Scottish Parliament. (2025, October 2). Contract (Formation and Remedies) (Scotland) Bill — Explanatory Notes. Retrieved from https://www.parliament.scot/-/media/files/legislation/bills/s6-bills/contract-formation-and-remedies-scotland-bill/introducction/spbill76ens062025accessible.pdf [accessed 14 October 2025]

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