CCLFR research seminar with Professor Paul Davies (UCL)

Event time: 12:00-13:00 (Palmer 108)

Title: ‘Remedies for the Improper Exercise of Contract Discretions’

Abstract

In earlier work, Lord Sales and I have considered potential controls on the exercise of contract discretions, including a general principle of good faith, public law concepts of Wednesbury unreasonableness, and the proper purposes doctrine (“Controlling contract discretions: Wednesbury reasonableness, good faith and proper purposes” (2024) 140 LQR 106-129). This paper explores the subsequent, and under-analysed, issues surrounding what remedies may be available for the improper exercise of a contract discretion. Is the exercise of a discretion void, voidable, or simply the breach of a contractual duty which only entitles the claimant to damages? And if the remedy is restricted to damages, how should these be assessed? As the “Braganza duty” appears to become increasingly , entrenched in the case law, these important questions need to be resolved.

Bio

Paul S Davies is Professor of Commercial Law at UCL and a Barrister at Essex Court Chambers. He was previously a Fellow of Gonville and Caius College, Cambridge and St Catherine's College, Oxford. Paul has also worked at the Law Commission. He is the author of Accessory Liability (Hart Publishing, 2015; revised paperback edition, 2017), which won the main Inner Temple Book Prize in 2018, JC Smith’s The Law of Contract (3rd ed, OUP, 2021), and a co-author of Equity and Trusts: Text, Cases and Materials (3rd ed, OUP, 2019 (with Graham Virgo)). Paul is also an editor of both Chitty on Contracts and Snell's Equity. In 2020 Paul was awarded a Philip Leverhulme Prize in Law.