Discharge of Contractual Obligations

Challenging orthodox understandings within modern contract law, Discharge of Contractual Obligations provides an innovative doctrinal, historical, and theoretical account of the discharge of contractual obligations. This book delves into a fundamental question: under what circumstances are parties released from their contractual duties for reasons other than performance of those duties? By re-examining cases of breach, frustration, and common mistake — three key doctrines in modern English contract law — this monograph demonstrates how these disparate areas of contract law are in fact instances of the discharge of contractual obligations due to a failure of condition. Championing the once-dominant 'failure of condition' model in English law, a straightforward yet groundbreaking explanation for discharge is proposed: ordinarily, parties do not promise to perform 'no matter what,' but instead make promises that depend on various explicit and implicit conditions. Across ten comprehensive chapters, English explores the theoretical and practical implications of the modern shift to the 'power to terminate' model. Recognising that a wholesale return to the failure of condition model is improbable, the book charts a pragmatic course, illustrating how several practical issues - such as whether a party in breach can terminate due to the other party's breach - are effectively rectified by revitalising this forgotten approach. Written by a leading academic whose contributions to private law have been referenced by courts throughout the Commonwealth - such as the England and Wales High Court (Commercial Court) and the High Court of Australia - this is an essential text for scholars and practitioners of contract law.

1 - Introduction
2 - Promissory Conditions
3 - The Substantial-Benefit Condition
4 - Waiver of Conditions I—Election and Estoppel
5 - Waiver of Conditions II—Prevention and Repudiation
6 - Frustration
7 - Common Mistake
8 - Anticipatory Breach
9 - Restitution for Failure of Condition
10 - Conclusion

Jordan is an Associate Professor at the University of Oxford, Faculty of Law and a Tutor and Fellow in Law at Magdalen College, Oxford. He lectures in Contract Law and teaches, among other things, Commercial Remedies and Restitution of Unjust Enrichment. His research in private law has been cited widely, including by High Court of Australia, the Full Court of the Federal Court of Australia, and the England and Wales High Court (Commercial Court). Prior to joining Magdalen College, Jordan was a Supernumerary Teaching Fellow in Law at St John's College Oxford. He completed his DPhil in Law and obtained a Bachelor of Civil Law from the University of Oxford and also holds a Bachelor of Laws and a Bachelor of Commerce from the University of Queensland. Before coming to Oxford Jordan worked as a solicitor in dispute resolution at an international law firm and as an Associate to Justice James Edelman at the High Court of Australia.