case study introduction on contract

• --> Login or Sign Up

Shop by Author

• Sabrineh Ardalan
• Robert Bordone
• Robert Clark

John Coates

• Susan Crawford
• Alonzo Emery
• Heidi Gardner
• Philip B. Heymann
• Howell E. Jackson
• Wendy Jacobs
• Adriaan Lanni
• Jeremy McClane
• Naz Modirzadeh
• Catherine Mondell
• Ashish Nanda
• Charles R. Nesson
• John Palfrey
• Bruce Patton

Todd D. Rakoff

• Lisa Rohrer
• Jeswald W. Salacuse
• James Sebenius

Joseph William Singer

• Holger Spamann
• Carol Steiker
• Guhan Subramanian
• Lawrence Susskind
• David B. Wilkins
• Jonathan Zittrain

Shop by Brand

• Howell Jackson
• Ashish Nanda and Nicholas Semi Haas

Chad M. Carr

• John Coates, Clayton Rose, and David Lane
• Ashish Nanda and Lauren Prusiner
• Ashish Nanda and Lisa Rohrer
• Ashish Nanda and Monet Brewerton
• View all Brands
• $0.00 - $2.00
• $2.00 - $4.00
• $4.00 - $6.00
• $6.00 - $8.00
• $8.00 - $10.00

Contracts & Transactions

• Published Old-New
• Published New-Old

Project Merchandise: An Introduction to Private Equity

Holger Spamann and Johnathan Robertson

Teaching Guide for Project Merchandise: An Introduction to Private Equity

Digital Currencies

Margaret E. Tahyar, Trevor I. Kiviat, Madison J. Roberts, and Suiwen Liang of Davis, Polk and Wardwell with assistance by Howell Jackson

The Case of the Smoking Tenant

Joseph William Singer and Esme Caramello

After the Sale (B)

After the Sale (A)

AmesCard Role Play Package

John Coates and Karina Shaw

The Case of Cross-Deputization

Joseph William Singer, Jeremy McClane, and Nicholas Price

Diego Primadonna Spanish Language Version

Robert Ricigliano

Sheila Heen

The Case of the Anti-Bacterial Toys

Wendy Jacobs and David Abrams

Zen & Kerry's

Robert C. Bordone

The Vineyard

Pandora's Box

Mark Freeman

Iqbal's Big Venture

Robert C. Bordone and Tobias C. Berkman

Scott R. Peppet and Melissa Bast

Diego Primadonna

Amity Island Focus Group

The Case of the Encumbered Employee

The Case of the Medical Stent

The Case of the Rent-Paying Tenant

David Grossman, Todd Rakoff, Joseph William Singer, with Chris Bates

The Case of the Lead Toys

Todd Rakoff and Joseph William Singer

• Contract Management

Supplier Management

Savings Management

• Data & Security

FAQ’s

oboloo Articles

Learning from success: contract management case studies, introduction.

Unlocking the secrets to success can be a challenging feat, especially in the complex world of contract management. With countless variables at play and high stakes involved, it’s no wonder that many organizations struggle to navigate this intricate landscape. But fear not! In this blog post, we will delve into three captivating case studies that showcase how companies have triumphed in their contract management endeavors.

From Company A’s strategic approach to Company B’s innovative solutions, and Company C’s meticulous attention to detail, these real-life examples offer valuable insights into what makes for effective contract management practices. So join us as we unravel these stories of triumph and uncover the key lessons they hold. Whether you’re a seasoned professional or just dipping your toes into the realm of contracts , there are invaluable takeaways waiting for you in each case study. Let’s dive right in!

Case Study #1: Company A

Company A, a global technology firm, faced numerous challenges in managing their contracts efficiently . With a vast network of suppliers and customers spread across different regions, they struggled to keep track of contract deadlines and renewal dates. This resulted in missed opportunities and potential legal risks .

To address these issues, Company A implemented a comprehensive contract management system . They automated the process by using contract management software that streamlined document storage, centralized data access, and provided real-time notifications for upcoming milestones.

Additionally, Company A established clear communication channels between the legal team and other departments involved in contract negotiations . This collaboration improved efficiency and reduced delays caused by miscommunication or lack of clarity.

By implementing an effective contract management system , Company A experienced significant improvements in their overall operations. They were able to negotiate better terms with suppliers resulting in cost savings and more favorable business agreements .

Moreover, the risk of non-compliance decreased as critical deadlines were never missed again. The company’s reputation also benefited from improved transparency when dealing with customers.

This case study highlights how investing in proper contract management tools can enhance operational efficiency while reducing risks for businesses like Company A. It serves as an important lesson on the importance of proactive measures to streamline contractual processes within organizations.

Case Study #2: Company B

Company B, a leading tech firm in the software industry , faced significant challenges in managing their contracts. With a rapidly growing customer base and expanding product offerings, they struggled to keep track of contract milestones and renewal dates.

To address this issue, Company B implemented a robust contract management system that automated key processes such as contract creation, approval workflows, and document storage. This allowed them to streamline their entire contracting process and ensure compliance with contractual obligations.

Furthermore, Company B leveraged data analytics within their contract management system to gain valuable insights into customer behavior and preferences. By analyzing patterns in contract terms and negotiations across different clients, they were able to tailor their offerings more effectively and increase customer satisfaction.

The implementation of the new contract management system not only improved efficiency but also reduced risks associated with non-compliance or missed deadlines. The centralized repository of contracts enabled quick access to critical information when needed for audits or legal disputes.

By investing in an advanced contract management solution tailored to their needs, Company B was able to overcome their challenges effectively. They achieved greater control over their contracts while leveraging data-driven insights for strategic decision-making.

Case Study #3: Company C

Company C, a global manufacturing firm, faced significant challenges in their contract management processes . With contracts scattered across various departments and locations, they struggled to keep track of key dates, terms, and obligations. This led to missed opportunities and increased costs due to ineffective negotiations.

To address these issues, Company C implemented a comprehensive contract management software solution . The system allowed them to centralize all contracts in one secure repository accessible by authorized personnel. It provided automated alerts for important milestones such as renewal dates or termination clauses .

Additionally, the software enabled efficient collaboration among team members involved in contract creation and approval. By streamlining workflows and reducing manual errors, Company C significantly improved its overall contract management efficiency .

Moreover, the data analytics capabilities of the software allowed Company C to gain valuable insights into their contractual relationships with suppliers and vendors. They were able to identify areas of risk or non-compliance early on and take proactive measures.

In conclusion (not conclusive), Company C’s case study highlights the importance of implementing an effective contract management system tailored to specific organizational needs. By leveraging technology solutions like intelligent software platforms that provide centralized access, automation features, collaboration tools, and advanced analytics abilities – businesses can streamline their processes while minimizing risks associated with inefficient contract management practices.

What can we learn from these case studies?

What can we learn from these case studies? Let’s dive into the valuable insights that Company A, Company B, and Company C have provided through their contract management experiences.

In the case of Company A, they implemented a centralized contract repository system that allowed for easy access and retrieval of contracts. This led to improved efficiency in contract management processes and reduced the risk of misplaced or lost contracts. The key takeaway here is the importance of having a well-organized and accessible repository for contracts.

Moving on to Case Study #2 with Company B, they successfully integrated an automated contract lifecycle management software into their operations. This automation streamlined their entire contracting process – from drafting to approval to execution. The lesson learned here is the significant impact technology can have on enhancing contract management workflows .

Now let’s take a look at Case Study #3 featuring Company C. They recognized the criticality of effective communication throughout the contracting process . By implementing collaborative tools and establishing clear lines of communication between stakeholders, they were able to minimize misunderstandings and delays. This highlights how open communication plays a crucial role in successful contract management.

These case studies teach us some important lessons: organizing contracts effectively through centralized repositories, leveraging technology to automate processes , and prioritizing transparent communication among all parties involved in contract management.

By adopting these best practices gleaned from real-world examples like these companies’, organizations can enhance their own approaches to managing contracts efficiently and minimizing risks associated with mismanagement or lack thereof.

Conclusion:

From the case studies discussed in this article, it is clear that effective contract management can have a significant impact on the success of a company. Company A demonstrated how streamlining their contract management process led to improved efficiency and cost savings. Company B showed us the importance of having a centralized system for managing contracts , which not only enhanced collaboration but also reduced risks. Company C highlighted the value of proactive contract monitoring and compliance measures to prevent legal disputes.

These case studies offer valuable insights into best practices for contract management. It is evident that investing time and resources into developing robust systems and processes can yield substantial benefits for businesses of all sizes.

By learning from these success stories, companies can enhance their own contract management strategies and improve overall operations. From implementing digital solutions to fostering cross-functional collaboration, there are various approaches companies can take to optimize their contract management efforts.

Each organization will need to tailor its approach based on its unique needs and objectives. However, by studying successful examples like those presented here, businesses can gain inspiration and guidance as they navigate their own journey towards effective contract management .

So whether you’re a small startup or an established enterprise, analyzing these real-life scenarios will undoubtedly provide valuable lessons that you can apply in your own business context. Embracing innovative technologies, establishing clear communication channels with stakeholders involved in the contracting process, staying vigilant about risk mitigation – these are just some of the strategies that emerging leaders in successful organizations employ when it comes to managing contracts effectively.

In conclusion (without saying “in conclusion”), by integrating key learnings from these case studies into your approach towards contract management, you’ll be well-positioned to maximize opportunities while minimizing risks associated with contractual agreements – ultimately driving growth and ensuring long-term success for your organization.

Want to find out more about contract management?

Access more blogs, articles and FAQ's and discover oboloo's contract management capabilities

The smarter way to have full visibility & control of your suppliers

Contract Management 

Partnerships 

Charities/Non-Profits

Service Status

Release Notes

Feel free to contact us here. Our support team will get back to you as soon as possible

Sustainability

• Find a Lawyer
• Ask a Lawyer
• Research the Law
• Law Schools
• Laws & Regs
• Newsletters
• Justia Connect
• Pro Membership
• Basic Membership
• Justia Lawyer Directory
• Platinum Placements
• Gold Placements
• Justia Elevate
• Justia Amplify
• PPC Management
• Google Business Profile
• Social Media
• Justia Onward Blog

Contracts Cases Outline

Contract law concerns the creation and enforcement of binding agreements between parties. Generally, the elements of a legally enforceable contract are assent, a valid offer, acceptance, and consideration. Most contract law concepts stem from common law, but some come from other sources, such as the universally adopted Uniform Commercial Code (UCC). Below is an outline of key cases in contract law with links to the full text of virtually every case, provided free by Justia.

• 2 Mutual Misunderstanding
• 4 Destroying an Offer
• 5 Option Contracts
• 6 Acceptance
• 7 Imperfect Acceptances
• 8 Consideration
• 9 Reliance and Promissory Estoppel
• 10 Contract Terms
• 11 Integrated Agreements
• 12 Conditions Precedent
• 13 Definiteness
• 14 Unconscionability
• 16 The Statute of Frauds
• 17 Breach of Contract
• 18 Anticipatory Repudiation
• 19 Excusing Conditions
• 20 Remedies

Assent binds parties in a contract. Assent is measured by the outward manifestations of the parties, rather than the inner, private, or secret intentions of the parties. Assent may be found when a reasonable person in the situation would have believed that there was assent, even if one party lacked subjective intent to be bound.

Lucy v. Zehmer 一 A contract is enforceable if one party reasonably believes that the other party has sufficient intent to enter into the agreement, even if the other party actually does not.

Leonard v. Pepsico, Inc. 一 Generally, an advertisement is not an offer. In evaluating whether an advertisement was an offer, a court will not consider the subjective intents or views of the parties, but what an objective, reasonable person would have understood.

Gleason v. Freeman 一 Whether a binding contract exists depends on the objective expressions of intent to be bound and the definitiveness of the terms of the agreement. When a party’s words create doubt as to their intent to be bound, a court will consider the situation and conduct of the parties under the circumstances. Continuing to negotiate an agreement’s terms may be evidence that the parties did not intend to be bound.

Mutual Misunderstanding

There is no mutual assent if the parties attach materially different meanings to their manifestations. However, the meaning attached by one party may control if that party does not know or have reason to know of a different meaning attached by the other and the other knows or has reason to know of the meaning attached by the first.

Raffles v. Wichelhaus 一 A contract is invalid if there is no meeting of the minds, as is the case when there is a mutual mistake.

An offer is a manifestation of assent by an offeror to an offeree that the offeror commits to a deal on specific terms and gives the offeree the power to assent to the terms and make a contract. If the so-called offeree knows that the so-called offeror does not intend to give the offeree the power to make a contract by simply accepting, there is no offer.

Lonergan v. Scolnick 一 An invitation for offers is not by itself an offer to form an enforceable contract.

Maryland Supreme Corp. v. Blake Co. 一 A mere price quotation and an invitation to enter into negotiations is not an offer, but whether an offer was made depends on the intention of the parties and the facts and circumstances of the case.

Sateriale v. R.J. Reynolds Tobacco Co. 一 An offer to enter into a unilateral contract may exist when an advertiser, in clear and positive terms, promises performance in exchange for something requested by the advertiser, and the recipient of the advertisement reasonably may conclude that acting in accordance with the request would form a contract. Advertisements may be offers when they invite the performance of a specific act without further communication and leave nothing for negotiation. If the offeror retains some discretion in performance, this does not preclude the existence of an offer.

Destroying an Offer

There are four general ways to destroy an offer: rejection or counteroffer, revocation, lapse, or death or incapacity. An offer may be effectively revoked if the offeree learns that the offeror no longer intends to keep the offer open, even if the offer is not expressly revoked. An offer may lapse after a reasonable period of time, depending on the circumstances surrounding the offer.

Dickinson v. Dodds 一 A promise to keep an offer open for a certain period of time is not binding without the consideration and acceptance necessary to form a binding agreement. One cannot accept an offer when they have knowledge that the offeror’s mind is no longer in agreement, even if the offeror did not expressly retract the offer.

Minnesota Linseed Oil Co. v. Collier White Lead Co. 一 An acceptance must be made within a reasonable time after an offer is received, as defined by the circumstances of the case.

Option Contracts

An option contract is a promise that the offeror’s right to revoke their offer will be limited, usually by a period of time. An offer is generally binding as an option contract if it is in writing and signed by the offeror, includes purported consideration, and proposes an exchange on fair terms within a reasonable time. (An offer may also be binding as an option contract if it is made irrevocable by statute.)

Beall v. Beall 一 An option agreement must be supported by consideration to be binding. Otherwise, it is a mere offer to sell, which may be revoked at any time before acceptance. However, an option may be binding if it is accepted within the time limit and before the offer is withdrawn.

Board of Control of Eastern Michigan University v. Burgess 一 One dollar may be valid consideration for an option to purchase land, so long as the dollar is paid or tendered. Written acknowledgment of receipt of consideration merely creates a rebuttable presumption of consideration. If an option contract fails for lack of consideration, the underlying offer will not be affected. However, the underlying offer may then be revoked at any time.

An offeree exercises their power to create a contract by accepting an offer. An offeree usually has a reasonable period of time to accept an offer, unless the offer specifies a time limit. Conduct by both parties recognizing the existence of a contract may be sufficient to show an agreement, even if the moment when a sufficient agreement was formed cannot be determined.

La Salle National Bank v. Vega 一 There is no offer when the so-called offer is not intended to give the so-called offeree the power to make a contract. A contract may dictate certain requirements for acceptance and may specify the mode of acceptance required.

Ever-Tite Roofing Corp. v. Green 一 If the time limit to accept is not specified in the offer, it is within a reasonable period of time. What constitutes a reasonable period of time is determined by the nature of the proposed contract, usages of business, and other relevant circumstances that the offeree knows or has reason to know at the time of acceptance.

Maryland Supreme Corp. v. Blake Co. 一 Conduct by both parties recognizing the existence of a contract may be sufficient to show an agreement, even if the moment when a sufficient agreement was formed cannot be determined. In addition to any contractual language, usage of trade, course of dealing and performance, and general circumstances may be used to determine the terms of the parties’ agreement.

Hendricks v. Behee 一 A valid contract is only formed when acceptance of the offer is communicated to the offeror. Similarly, a revocation is only effective when it is communicated to the offeree before acceptance. Communication of acceptance of a contract to an agent of the offeree does not bind the offeror. However, when an agent of the offeree obtains notice that the offer was withdrawn, that notice is binding upon the offeree.

Adams v. Lindsell 一 Under the mailbox rule, an offer is accepted when the acceptance is put into the mail by the offeree.

Carlill v. Carbolic Smoke Ball Co. 一 An advertisement may be an express contractual promise to pay when evidence of the advertiser’s sincerity, such as a deposit of the reward in a bank, would lead a reasonable person to think that they had the power of acceptance. Acceptance of such an offer may be made by performance, and no prior notice of the acceptance is required.

Marchiondo v. Scheck 一 An offer that invites acceptance by performance, which does not also invite acceptance by promissory acceptance, may not be revoked after performance has begun. Beginning performance effectively creates an option contract conditional on completed performance in accordance with the offer’s terms.

Imperfect Acceptances

Imperfect acceptances (or implied rejections) may take the form of counteroffers, acceptances with conditions, or responses containing new terms. Under the mirror image rule, acceptance generally must be coextensive with the offer and may not include additional terms or conditions. The mirror image rule is different for transactions falling under Section 2-207 of the UCC.

Gresser v. Hotzler 一 Under the mirror image rule, acceptance must be coextensive with the offer and may not introduce additional terms or conditions. Immaterial variations included in an acceptance will not hinder contract formation. However, a material term or condition introduced in the acceptance may preclude contract formation.

Diamond Fruit Growers, Inc. v. Krack Corp. v. Metal-matic, Inc. 一 Under UCC Section 2-207, a common-law counteroffer containing different or additional terms operates as an acceptance if the responding form includes a definite and seasonable expression of acceptance. Between merchants, such terms become part of the contract unless the offer expressly limits acceptance to its terms, the terms materially alter the contract, or a party objects to the terms. If the definite and seasonable expression of acceptance is expressly conditioned on assent to the different or additional terms, a contract is not created unless the offeror assents to the new terms. If the conduct of the parties recognizes the existence of a contract, but the offeror does not assent to the new terms, only the terms on which the parties’ forms agree will remain, and any other terms may be replaced with UCC terms.

Klocek v. Gateway, Inc. 一 Additional terms included with a product do not become part of a contract if the purchaser is not a merchant, unless the purchaser expressly agrees to them.

Hancock v. American Telephone & Telegraph Co., Inc. 一 Clickwrap agreements, which require a computer user to consent to terms and conditions by clicking on a dialog box, are typically upheld when they were clearly presented to the consumer, and the consumer had an opportunity to read the agreement and unambiguously accepted the terms.

Consideration

Consideration may be virtually anything for which one would bargain in exchange for a promise. Consideration may be a return promise, some kind of property, an affirmative action, or the forbearance of a legal right. Usually, consideration is a return promise. A contract will be unenforceable if it lacks consideration or an adequate substitute.

Reed v. University of North Dakota 一 Surrender of a legal right by signing a release form in exchange for participation may constitute consideration.

McCormick v. Dresdale 一 The forbearance of a legal right may qualify as valid consideration for a settlement agreement, but claims forgone that were false and made in bad faith may not constitute valid consideration.

Kirksey v. Kirkse y 一 A mere gratuitous promise without consideration is not enforceable, even if the promisee reasonably relied upon the promise and incurred a detriment.

Hamer v. Sidway 一 The forbearance of a legal right may still be valid consideration even if such forbearance benefited the promisee and did not benefit the promisor.

Schnell v. Nell 一 Consideration of one cent, which is clearly nominal, cannot support an exchange of $600. Furthermore, a moral consideration cannot support a promise, nor will a compromise of a legally groundless claim. Past services, love, and affection cannot be legal consideration for the promise to pay money to a third person.

Hooters of America, Inc. v. Phillips 一 There is no consideration if a return promise is in fact illusory. An illusory promise is one that makes performance optional and is, therefore, no promise at all. A promise to arbitrate when one party retains the right to modify or terminate the agreement, thereby creating an imbalance of obligation, is an illusory and unenforceable promise.

Alaska Packers’ Ass’n v. Domenico 一 There is no consideration when a party refuses to perform that which they are already bound to perform until the other party agrees to increased compensation for that same performance.

Angel v. Murray 一 A contract modification is generally unenforceable without additional consideration, and a promise to perform a pre-existing duty is not valid consideration. However, if the parties voluntarily and in good faith agree to a modification, it may be enforced without additional consideration if it is made to fairly and equitably address unexpected or unanticipated circumstances that arise during performance.

Reliance and Promissory Estoppel

When a promisee reasonably and foreseeably relies on a promise to their detriment, the promise is enforced to avoid injustice. Similarly, when an offeror should reasonably expect to and does in fact induce the offeree’s substantial action or forbearance before acceptance, a binding option contract may be enforced to the extent necessary to avoid injustice.

Ricketts v. Scothorn 一 When a promisee alters their position for the worse in reliance on a promisor’s promise, and the promisor should have expected that alteration as a reasonable and probable consequence of their promise, the promise may be enforced under the doctrine of equitable estoppel.

Dixon v. Wells Fargo Bank, N.A. 一 It is not necessary that there be an intent to mislead or deceive for an otherwise unenforceable contract to be enforced under the doctrine of promissory estoppel. Instead, under the circumstances, it must be unjust to allow one party to walk away from the natural or reasonably anticipated detrimental consequences of their representations or conduct when they take advantage of or string along another party. In such cases, pre-contractual liability should be limited to reliance expenditures.

Salsbury v. Northwestern Bell Telephone Co. 一 For reasons of public policy, charitable subscriptions should be binding even if there is no consideration or detrimental reliance.

Contract Terms

Contracts may contain both express and implied terms. If a dispute arises because contract language is ambiguous, a court may consider evidence other than the language contained therein, such as the circumstances surrounding the contract. Courts sometimes infer contract terms by examining circumstances such as course of performance, course of dealing, and usage of trade.

Threadgill v. Peabody Coal Co. 一 A party may be bound by trade usage if they had actual knowledge of the trade usage, or if the trade usage was so well established as to suggest constructive knowledge. When a party has not expressly agreed to be bound by trade usage, it may only be binding if it is reasonable, generally meaning that the usage must not be illegal or violative of public policy.

Wood v. Lucy, Lady of Duff-Gordon 一 An implied promise may exist when a contract’s express terms lack mutuality of obligation.

Billman v. Hensel 一 Financing clauses impose an implied obligation to make a reasonable and good-faith effort to satisfy the condition. A promisor cannot be excused from performance because of a condition precedent when they prevented the performance of the condition themselves.

Locke v. Warner Bros., Inc. 一 A contract that gives one party discretion affecting the rights of the other party imposes a duty to exercise that discretion in good faith and in accordance with fair dealing. In cases of subjective satisfaction, so long as dissatisfaction is asserted in good faith, it does not matter whether such dissatisfaction is reasonable.

Traders Bank v. Dils 一 Generally, there is no fraud when a promise is not performed, but an exception exists when the device used to accomplish the fraud is the promise itself. Fraudulent inducement is based on a party’s fraudulent representation of their intention to perform, rather than a breach of the agreement to perform.

Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp. 一 When a contract term is in dispute, a court will consider the language of the contract; definitions of the term from other sources, such as dictionaries and regulations; the circumstances surrounding the agreement, including preliminary negotiations; trade usage; and course of performance. A court will also consider whether one party knew or should have known how the other party interpreted the contract.

Random House, Inc. v. Rosetta Books LLC 一 Contract language is ambiguous if a reasonably intelligent person who has considered the context of the agreement and applicable customs, practices, usages, and terminology could objectively interpret the language in more than one way. If contract language is ambiguous, a court will consider extrinsic evidence to interpret it. If contract language can most reasonably be read to convey one certain meaning, the party wishing to deviate from that interpretation bears the burden of negotiating for language expressing that deviation.

Integrated Agreements

Only a binding, completely integrated agreement discharges prior agreements to the extent that they are within its scope. An agreement is not completely integrated if it omits a consistent, additional agreed term either agreed to for separate consideration or naturally omitted under the circumstances.

Trident Center v. Connecticut General Life Ins. Co. 一 There is no prohibition against the use of parol evidence in interpreting contracts under California state law, no matter how thoroughly they appear to be integrated.

Mitchill v. Lath 一 An oral agreement may alter a written contract if it is a collateral agreement, it does not contradict express or implied provisions of the written contract, and it is one that parties would not ordinarily include in the written contract. An oral agreement may not alter a written contract if it is closely related to the subject of the written agreement.

Masterson v. Sine 一 Parol evidence may not be used to add to or alter the terms of an integrated agreement. To determine whether a written contract was an integration, meaning a complete and final embodiment of the terms, a court will consider whether the parties intended their writing to serve as the exclusive embodiment of the agreement. If an agreement is only partially integrated, parol evidence can be used to prove elements of the agreement that are not reduced to writing.

Luther Williams, Jr., Inc. v. Johnson 一 The parol evidence rule does not prevent a court from admitting testimony concerning an oral condition precedent. Parol testimony concerning an oral condition precedent is admissible when the contract is silent on the matter, the testimony does not contradict the writing, and it may be inferred under the circumstances that the parties did not intend the writing to encompass their entire agreement.

In re Soper’s Estate 一 When contract language is ambiguous not on its face, but when practically applied, parol evidence is admissible to determine the parties’ intent.

Conditions Precedent

If parties include a condition precedent in their agreement, the performance obligations to which the condition precedent applies will not become due until the condition precedent is satisfied.

Luttinger v. Rosen 一 A contract is not binding if a condition precedent, meaning a fact or event that the parties intend must exist or take place before performance, is not met.

Dove v. Rose Acre Farms, Inc. 一 An employer may not be obligated to perform under a bonus contract until the employee has satisfied all required conditions, even if those conditions seem especially strict.

Evans, Mechwart, Hambleton & Tilton, Inc. v. Triad Architects, Ltd. 一 A pay-when-paid provision operates only as a timing mechanism, while a pay-if-paid provision operates as a condition precedent that may discharge the duty to pay if the parties clearly intended to create such a condition precedent.

Definiteness

A contract may be unenforceable if a material term of the agreement is too indefinite. A contract will not fail for indefiniteness if the parties intended to make a contract, and there is a reasonably certain basis for giving an appropriate remedy.

Varney v. Ditmars 一 The words “fair” and “reasonable” may be definite enough to be enforceable, depending on the circumstances of the case, especially when they are used synonymously with “market value.” However, such words may be too indefinite to be enforceable when their meaning cannot be determined with a reasonable degree of certainty under the circumstances.

Community Design Corp. v. Antonell 一 An uncertain contract may nevertheless be enforceable when one party benefits from another party’s performance. A jury may properly determine the exact terms of such a contract.

Walker v. Keith 一 An agreement to agree, even in a renewal option, is not enforceable. Only option contracts that specify all the material terms with substantial certainty and leave nothing to be agreed upon in the future are enforceable.

Moonlenaar v. Co-Build Companies, Inc. 一 If a renewal clause leaves rent to be determined by a subsequent agreement, it is implied that the new rent will be “reasonable” or the “fair market” value, and is thus specific enough to be enforceable. Parol evidence may be used to explain the implicit term and show what the parties intended. There may be additional reason to enforce a renewal option when a party has already paid valuable consideration, such as higher rent.

Unconscionability

A contract may be unenforceable for unconscionability in certain circumstances. A court may consider such factors as the relevant bargaining power between the parties, their relationship, the ability of the accepting party to review and understand the contract before signing, and whether the terms unreasonably favored one party.

Williams v. Walker-Thomas Furniture Co. 一 Unconscionability, including an absence of meaningful choice on the part of one of the parties together with contract terms unreasonably favorable to the other party, may be a valid defense to the enforcement of a contract.

Vernon v. Qwest Communications Int’l, Inc. 一 In Colorado, a contract is unconscionable if it is both substantively and procedurally unconscionable. Relevant factors include unequal bargaining power, lack of opportunity to read the document before signing it, use of fine print, an absence of evidence that the provision was commercially reasonable, the terms of the contract, the relationship of the parties, and the circumstances surrounding the formation of the contract.

A contract may be rescinded when a mistaken belief related to a basic assumption of both parties materially affects the agreed performance. However, rescission may not be appropriate when the party challenging the contract has assumed the risk of loss related to a mistake.

Estate of Nelson v. Rice 一 A party bears the risk of mistake when they are aware at the time of contracting that they have only limited knowledge of the facts to which the mistake relates but treat such knowledge as sufficient. One who is consciously ignorant may be said to have assumed the risks associated with that ignorance.

Grenall v. United of Omaha Life Ins. Co. 一 A decedent’s unilateral mistaken belief that they were in good health when purchasing an annuity is not a valid basis to rescind the contract. The burden of such a risk is reasonable because it is an inherent part of a life annuity contract.

The Statute of Frauds

The statute of frauds provides that certain agreements are not enforceable without a written document signed by the party against whom enforcement is sought. Agreements that fall under the statute of frauds include contracts not performed within one year of the making of the contract, contracts for the sale of goods worth $500 or more, and contracts involving an interest in land.

Radke v. Brenon 一 A letter written to offer land for sale is sufficient to satisfy the Minnesota statute of frauds. Under the statute, a note or memorandum may be sufficient evidence to enforce an oral contract so long as the writing expresses consideration, is signed by the selling party or their lawful agent authorized in writing, and states expressly or by necessary implication the parties to the contract, the land involved, and the general terms and conditions of the sale. When all the evidence clearly indicates that an oral contract was made, a court may overlook technical requirements that would otherwise lead to an outcome contrary to the statute's purpose.

DF Activities Corp. v. Brown 一 There is an exception to the UCC's statute of frauds when the party against whom enforcement is sought admits in court that an oral contract for sale was made. However, once one party has submitted a sworn statement denying the existence of a contract, the other party cannot continue a lawsuit under the exception, hoping that the first party will perjure themselves.

McIntosh v. Murphy 一 A court has discretion to ignore the statute of frauds to avoid injustice, especially considering the doctrines of part performance and equitable estoppel.

Breach of Contract

Once a party breaches a contract, the other party has the right to sue for damages. If the breach is material, the party may have the right to suspend their own performance while pursuing damages. A breach is not material if there was substantial performance of the contract.

Kingston v. Preston 一 If a condition precedent is not met by one party, the other has no duty to perform, since their obligation to perform does not arise until the condition is satisfied.

Jacob & Youngs, Inc. v. Kent 一 Parties are obligated to fully perform under their contracts, but a trivial and innocent omission may sometimes be excused to the extent that damages may be limited to the difference in value between the performance bargained for and the actual performance, rather than the cost of replacement.

Anticipatory Repudiation

Anticipatory repudiation occurs when one party unequivocally manifests their intention not to perform their contractual obligations before they become due. Generally, an aggrieved party may await performance for a reasonable period of time or pursue a remedy for the breach.

Hochster v. De La Tour 一 Once a party repudiates their contractual obligations, the other party has the right to sue under the contract, even if performance has not yet become due.

Norcon Power Partners, L.P. v. Niagara Mohawk Power Corp. 一 If one party reasonably believes that the other will commit a breach by non-performance, they have the right to demand adequate assurance of future performance. This UCC principle is equally applicable under New York common law.

Excusing Conditions

Certain conditions may excuse a party from performing their contractual obligations. Under the doctrine of impossibility, a party may generally be excused from performance if performance becomes impossible or impracticable due to no fault of their own. Under the doctrine of frustration of purpose, a party may be excused from performance if their principal purpose for contracting is substantially frustrated by no fault of their own.

Acme Markets, Inc. v. Federal Armored Express, Inc. 一 If the non-occurrence of a condition would cause a disproportionate forfeiture, a court may excuse the non-occurrence so long as the condition was an immaterial part of the agreement. To determine whether a forfeiture is disproportionate, a court must weigh the extent of the obligee’s forfeiture against the importance of the risk against which the obligor sought to protect and the degree to which that protection would be lost if the non-occurrence was excused.

Alderman v. Davidson 一 A party’s waiver of their right to enforce one provision of a contract may waive their right to enforce another provision if their waiver intended such a consequence as indicated by their conduct. Even if the party did not intend to waive their right, they may be estopped if their conduct induced the other party into reasonably believing that strict compliance was not necessary.

Zwick v. Lodewijk Corp. 一 A clause in a lease providing that a lessor’s failure to act on any default does not waive the right to declare a default is not effective. A non-waiver provision may be considered evidence of non-waiver, but it itself can be waived. Additionally, the statute of frauds does not bar an oral modification to extend the time for performance, including payment.

Taylor v. Caldwell 一 Impossibility may excuse a borrower or bailee from returning a bailed item if performance becomes impossible because the item has perished, so long as the impossibility is not due to the fault of the borrower or bailee.

Hewitt v. Biscaro 一 Only a governmental order or promulgation of a governmental regulation rises to the level of an event that may excuse performance based on impracticability. A verbal instruction is insufficient. A party may not assert that a condition excuses them from performance if the attempt to avoid performance is not made in good faith and in accordance with fair dealing.

Route 6 Outparcels, LLC v. Ruby Tuesday, Inc. 一 When parties define the contours of a force majeure provision, such contours dictate its application, effect, and scope. A party may not use a force majeure clause to excuse their non-performance when they expressly limited the clause to events beyond the control of the non-performing party. While a global economic downturn is not within a party’s control, their decisions regarding how to cope with the downturn are.

Krell v. Henry 一 When a party’s purpose for contracting is frustrated by the non-occurrence of a condition, the occurrence of which was a basic assumption of the contract, the party’s duties may be discharged so long as the non-occurrence was not their fault.

Remedies for breach of contract protect each party’s expectation interests, reliance interests, and restitution interests. Parties often include liquidated damages provisions in their contracts, under which they agree on damages in event of a breach ahead of time. Parties are also entitled to limit available remedies by including provisions such as damages caps.

Carr-Gottstein Properties v. Benedict 一 A liquidated damages provision is valid when actual damages would be difficult to calculate, so long as the agreed amount is a reasonable forecast of likely damages and not so disproportionate an amount as to be punitive in nature.

O’Brian v. Langley School 一 A party opposing a liquidated damages provision may be entitled to conduct discovery to prove that the provision is an unenforceable penalty.

Nohe v. Roblyn Development Corp. 一 A court has discretion to compare the damages fixed in a liquidated damages provision to actual damages and choose not to enforce the liquidated damages provision if the difference between the provision and actual damages is unreasonable.

Ash Park, LLC v. Alexander & Bishop, Ltd. 一 When a contract for the sale of land is breached, a court has discretion to order specific performance, regardless of whether it is demonstrated that a legal remedy would be inadequate.

Reed Foundation, Inc. v. Franklin D. Roosevelt Four Freedoms Park, LLC 一 A court may order specific performance even if this would offend aesthetic considerations.

i.Lan Systems, Inc. v. Netscout Service Level Corp. 一 Specific performance may be appropriate when goods are unique or irreplaceable as a practical matter, but specific performance may not be appropriate when it is the contract itself that is unique, rather than the goods.

Grossinger Motorcorp, Inc. v. American National Bank and Trust Co. 一 A liquidated damages provision is only enforceable if the parties intended to agree to settle monetary damages in advance. Therefore, an optional liquidated damages clause is unenforceable because it shows that the parties did not have the necessary intent.

Groves v. John Wunder Co. 一 When a construction contract is breached, the correct measure of damages is the cost of remedying the defect, rather than the difference in value between the land as it was before the contract was made and the land as it would have been had the contract been performed.

Peevyhouse v. Garland Coal & Mining Co. 一 A breach of contract claim cannot give rise to a damages award so substantial that it results in economic waste. If a breach is merely incidental to the main purpose of the contract, and the economic benefit that would result from full performance would be grossly disproportionate to the cost of performance, damages may be limited to the diminution in value to the premises due to the non-performance.

Parker v. Twentieth Century-Fox Film Corp. 一 The measure of damages for wrongful discharge is the salary that the employee would have earned, minus the amount that the employer affirmatively proves that the employee has earned or with reasonable effort might have earned from other employment. However, the employer must show that the other employment was comparable or substantially similar to the job from which the employee was discharged.

R.R. Donnelley & Sons Co. v. Vanguard Transp. Systems, Inc. 一 A non-breaching party’s duty to mitigate damages is suspended when they reasonably rely upon the breaching party’s assurances that they would correct the issue. When reliance is not reasonable, a non-breaching party retains their duty to mitigate, even though the breaching party could conceivably cure the breach.

Hadley v. Baxendale 一 Damages for breach of contract may be any damages naturally arising from the breach or any damages that the parties could have reasonably contemplated at the time when the contract was made.

Manouchehri v. Heim 一 The measure of direct damages for breach of warranty is the difference between the value of the goods as warranted and the value of the goods actually delivered. This value may reasonably be approximated by the cost to repair the goods. In instances in which goods are irreparable or non-replaceable, a court may use other proper grounds to approximate the value.

This outline has been compiled by the Justia team for solely educational purposes and should not be treated as an independent source of legal authority or a summary of the current state of the law. Students should use this outline as a supplement rather than a substitute for course-specific outlines.

Last reviewed August 2023

US Law Schools Contents   

• US Law Schools
• Administrative Law
• Advanced Torts
• Antitrust Law
• Arbitration Law
• Business Organizations
• Civil Procedure
• Constitutional Law
• Criminal Law
• Criminal Procedure
• Employment Law
• Entertainment Law
• Environmental Law
• Federal Courts
• First Amendment
• Immigration Law
• Intellectual Property
• International Law
• Local Government Law
• Professional Responsibility
• Real Estate Transactions
• Securities Law
• Trusts and Estates
• Connecticut
• Massachusetts
• Mississippi
• New Hampshire
• North Carolina
• North Dakota
• Pennsylvania
• Puerto Rico
• Rhode Island
• South Carolina
• South Dakota
• Washington, D.C.
• West Virginia
• Law Professors Blogs
• Writing a Law School Outline
• Studying for a Law School Exam
• Paying for Law School
• US Law Schools FAQ
• Bankruptcy Lawyers
• Business Lawyers
• Criminal Lawyers
• Employment Lawyers
• Estate Planning Lawyers
• Family Lawyers
• Personal Injury Lawyers
• Estate Planning
• Personal Injury
• Business Formation
• Business Operations
• International Trade
• Real Estate
• Financial Aid
• Course Outlines
• Law Journals
• US Constitution
• Regulations
• Supreme Court
• Circuit Courts
• District Courts
• Dockets & Filings
• State Constitutions
• State Codes
• State Case Law
• Legal Blogs
• Business Forms
• Product Recalls
• Justia Connect Membership
• Justia Premium Placements
• Justia Elevate (SEO, Websites)
• Justia Amplify (PPC, GBP)
• Testimonials

• Help and information
• Comparative
• Constitutional & Administrative
• Criminal Justice
• Criminology
• Environment
• Equity & Trusts
• Competition
• Human Rights & Immigration
• Intellectual Property
• International Criminal
• International Environmental
• Private International
• Public International
• IT & Communications
• Jurisprudence & Philosophy of Law
• Legal Practice Course
• English Legal System (ELS)
• Legal Skills & Practice
• Medical & Healthcare
• Study & Revision
• Business and Government
• Share This Facebook LinkedIn Twitter

Complete Contract Law: Text, Cases, and Materials (1st edn)

• Acknowledgements
• Table of cases
• Table of legislation
• 1. Introduction to the Study of Contract Law
• 2. Agreement Part I: Offer
• 3. Agreement Part II: Acceptance
• 4. Certainty and the Intention to Enter a Legal Relationship
• 5. Consideration and Promissory Estoppel
• 6. The Terms of the Contract
• 7. Exemption Clauses and Unfair Terms
• 8. Breach and Termination of the Contract
• 9. Remedies Part I: Compensatory Damages Following a Breach
• 10. Remedies Part II: Principles That Can Limit the Damages Awarded Following a Breach
• 11. Remedies Part III: Non-compensatory Remedies
• 12. Third Party Rights (the Doctrine of Privity)
• 13. Misrepresentation
• 15. Undue Influence, Unconscionability, and Equality of Bargaining Power
• 16. Frustration of the Contract
• 17. Mistake

p. 1 1. Introduction to the Study of Contract Law

• André Naidoo
• https://doi.org/10.1093/he/9780198749868.003.0001
• Published in print: 04 March 2021
• Published online: September 2021

This introductory chapter provides an overview of contract law and its application. A contract is an agreement made with intention that it will be legally enforceable. Contract law concerns issues regarding the formation of contracts; the sources, interpretation, and regulation of terms; when a breach takes place and the resulting consequences; and ways to escape a contract through vitiating factors, mistake, or frustration. The parties’ intentions are determined using an objective approach based on the standard of the reasonable person. A lot of contract law can be understood as default rules to apply when the parties have not been clear enough about their intentions. The law of contract also concerns foundational principles and mainly consists of common law rules. Many cases still give effect to the values of the classical model, which is based on the freedom and sanctity of contract, and a view that contracting parties are self-interested. The most significant recent development away from the classical model is the recognition of relational contracts and an implied obligation to act in good faith.

• contract law
• foundational principles
• common law rules
• contracting parties
• relational contracts

You do not currently have access to this chapter

Please sign in to access the full content.

Access to the full content requires a subscription

Printed from Oxford Law Trove. Under the terms of the licence agreement, an individual user may print out a single article for personal use (for details see Privacy Policy and Legal Notice).

date: 30 March 2024

• Cookie Policy
• Privacy Policy
• Legal Notice
• Accessibility
• [66.249.64.20|195.216.135.184]
• 195.216.135.184

Characters remaining 500 /500

Contract Management Playbook

Contracts are the lifeblood of business operations. They formalize agreements, outline expectations, and define the terms of engagement between parties. Whether you’re a small startup or a multinational corporation, effective contract management is crucial to ensuring that these agreements are upheld and optimized for your benefit. In this Contract Management Playbook, we’ll delve into the intricacies of contract management, offering insights, strategies, and best practices to help you streamline the entire process, reduce risk, and maximize the value of your contracts.

Written by Knowledge Team, posted on October 13, 2023

Table of Contents

Understanding contract management, pre-contract stage, contract creation and negotiation, contract execution, post-contract management, key players in contract management, benefits of effective contract management, common contract management challenges, best practices for successful contract management, contract management software and tools, compliance and risk management, continuous improvement, case studies.

Before diving into the specifics, it’s essential to understand what contract management is. Contract management encompasses the entire lifecycle of a contract, from its creation and negotiation to execution and, finally, its closeout or renewal. It involves multiple stakeholders, each with distinct roles and responsibilities, to ensure that the contract serves its intended purpose and does not result in legal disputes or financial loss.

In essence, contract management is about maximizing the value of your contracts while minimizing risk. It involves establishing processes, protocols, and tools to streamline the management of contracts, making them more efficient, cost-effective, and compliant.

The Stages of Contract Management

Effective contract management involves a series of stages, each critical for ensuring the success of the contract and achieving the intended results.

The pre-contract stage involves identifying the need for a contract. It’s crucial to assess the business requirements and determine whether a contract is the most suitable option. During this stage, you’ll:

Identify stakeholders

Determine who needs to be involved in the contract process, both internally and externally.

Define objectives

Clearly outline the goals and objectives you want to achieve through the contract.

Risk assessment

Identify potential risks and challenges associated with the contract.

Budget and resource allocation

Determine the financial and human resources required to manage the contract.

Once the need for a contract is established, the next stage involves creating and negotiating the contract terms. Key activities include:

Drafting the contract

Create a comprehensive contract document that outlines all terms and conditions.

Legal review

Involve legal experts to ensure the contract complies with relevant laws and regulations.

Negotiation

Collaborate with the other party to agree on terms, making sure both sides are satisfied.

Obtain internal approvals from relevant stakeholders.

The execution stage is when the contract is signed and put into action. Key activities include:

Signature and sealing

Ensure that all parties sign the contract and adhere to the agreed-upon terms.

Implementation

Begin executing the contract as per the defined scope and objectives.

Monitoring and tracking

Keep a close eye on the contract’s progress to identify any deviations or issues.

Communication

Maintain open communication with all stakeholders to address concerns and provide updates.

Post-contract management is an often overlooked but crucial phase in the contract lifecycle. It involves:

Performance evaluation

Assess the performance of the contract and whether it’s meeting its objectives.

Renewal or closeout

Decide whether to renew the contract, make changes, or terminate it.

Compliance and reporting

Ensure that all parties are compliant with the contract terms and generate necessary reports.

Lessons learned

Identify what worked well and what didn’t to inform future contract management processes.

Effective contract management is a team effort, with various individuals and roles playing a part in ensuring success:

• Contract Manager: Responsible for overseeing the entire contract lifecycle, from creation to closeout.
• Legal Counsel: Ensures that the contract complies with all applicable laws and regulations.
• Procurement or Purchasing Team: Manages the negotiation and procurement process for goods and services.
• Finance Team: Manages financial aspects, including payments, budgets, and cost tracking.
• Project Managers: Ensure that contracts related to specific projects are executed according to plan.
• Vendors or Suppliers: Comply with the terms and conditions outlined in the contract.
• Auditors: Monitor compliance and identify discrepancies or issues.
• Executive Leadership: Provides strategic direction and approves major contract decisions.

Implementing effective contract management practices can deliver numerous benefits to organizations, regardless of their size or industry:

• Risk Mitigation: Proper contract management reduces the risk of disputes, financial loss, and non-compliance.
• Cost Savings: Efficient contract management can lead to cost savings by optimizing procurement and reducing inefficiencies.
• Improved Vendor Relationships: Strong vendor relationships are essential for long-term success and mutual growth.
• Enhanced Decision-Making: Data-driven insights from contract management can inform strategic decisions.
• Regulatory Compliance: Ensures that contracts meet legal and regulatory requirements.
• Transparency: Provides transparency in contract performance, enhancing accountability.
• Increased Efficiency: Streamlined processes and automation save time and resources.

Despite the benefits of effective contract management, organizations often face a range of challenges in their efforts. Some common issues include:

• Lack of Standardization: Inconsistent processes for creating and managing contracts can lead to confusion and inefficiencies.
• Poor Communication: Communication breakdowns between departments and with external parties can result in contract disputes.
• Manual Processes: Reliance on manual contract management can be time-consuming and error-prone.
• Inadequate Technology: The absence of modern contract management software can hinder efficiency and data accessibility.
• Compliance Risks: Failing to comply with legal and regulatory requirements can lead to legal and financial issues.
• Poor Data Management: Inadequate data tracking and reporting can prevent organizations from making informed decisions.

To overcome these challenges and achieve effective contract management, organizations should adopt the following best practices:

• Standardize Processes: Develop consistent and standardized processes for creating, negotiating, and managing contracts.
• Cross-Functional Collaboration: Encourage collaboration among different departments and teams involved in contract management.
• Invest in Technology: Implement contract management software to streamline processes, improve visibility, and enhance reporting.
• Robust Data Management: Ensure data accuracy, security, and accessibility for decision-making.
• Regular Training: Provide training to contract managers and other stakeholders to keep them updated on best practices.
• Continuous Improvement: Periodically review and optimize contract management processes.
• Legal Expertise: Engage legal counsel to ensure contracts are compliant with relevant laws and regulations.

Contract management software is a valuable tool for organizations looking to streamline their contract management processes. These tools offer various features, such as:

• Contract Repository : Store all contracts in a centralized location for easy access and retrieval. Contract repository helps organizations to be compliant with regulatory governance requirements.
• Automation: Automate tasks like contract creation, approval workflows, and notifications.
• Alerts and Reminders: Receive notifications for key contract milestones, renewals, and compliance deadlines.
• Analytics and Reporting: Generate reports and insights to support decision-making.  Contract Analytics can identify bottlenecks in the CLM process.
• Collaboration: Facilitate collaboration between internal and external stakeholders.
• Compliance Tracking: Monitor and ensure compliance with contractual obligations, legal requirements, and industry standards.
• Version Control: Maintain a record of contract revisions and changes to track the evolution of the agreement.
• Integration: Connect with other business software systems (e.g., CRM, ERP, or procurement systems) for seamless data exchange.
• Security and Access Control: Implement role-based access control and encryption to protect sensitive contract data.

When selecting contract management software, consider factors like scalability, ease of integration, user-friendliness, and customization options to best fit your organization’s needs.

Compliance and risk management are integral components of effective contract management. Failing to comply with contract terms or legal regulations can lead to costly disputes and damage your reputation. To mitigate risks and ensure compliance:

• Regular Audits: Conduct periodic audits to verify compliance and identify potential issues.
• Documentation: Maintain accurate records of all communication and changes related to the contract.
• Monitoring: Continuously monitor performance against contractual obligations and key performance indicators.
• Legal Review: Ensure all contracts are reviewed by legal experts to address potential legal risks.
• Insurance: Consider risk mitigation strategies, including insurance coverage to protect against unforeseen events.

Effective contract management is not a one-time effort but an ongoing process of improvement. Regularly evaluate and optimize your contract management practices by:

• Learning from Experience: Analyze past contracts and projects to identify areas for improvement.
• Feedback Mechanisms: Encourage feedback from contract managers, stakeholders, and vendors to refine processes.
• Benchmarking: Compare your contract management practices with industry best practices to identify gaps.
• Technology Updates: Stay current with advancements in contract management software and tools to enhance efficiency.
• Training and Education: Keep your team up to date with training and education on the latest contract management trends and practices.

Real-world examples of effective contract management can provide valuable insights into the practical application of the strategies discussed. Here are a few case studies showcasing successful contract management:

Case Study 1:

A multinational manufacturing company implemented contract management software to centralize its contract repository and automate approval workflows. This resulted in a 30% reduction in contract cycle times and a significant increase in compliance with contractual terms. The company also improved its vendor relationships by enabling transparent communication and performance tracking.

Case Study 2:

A leading healthcare provider faced challenges related to regulatory compliance in its contracts. By integrating compliance tracking into its contract management software, the organization was able to reduce compliance issues by 25% within the first year. This not only saved costs but also prevented potential legal and reputational risks.

Case Study 3:

A startup in the tech industry recognized the need for a standardized contract management process early in its development. By implementing clear contract templates, regular legal reviews, and ongoing training for its team, the company successfully closed several rounds of funding, forming strategic partnerships and protecting its intellectual property.

Effective contract management is the backbone of a well-structured and organized business. It helps to mitigate risks, reduce costs, and optimize vendor relationships. By following the stages of contract management, involving key stakeholders, embracing best practices, and utilizing modern contract management software, organizations can achieve greater efficiency, transparency, and compliance in their contract operations.

Remember that contract management is a dynamic process that requires continuous improvement and adaptation to changing business environments and regulations. By investing in the right tools and focusing on compliance and risk management, your organization can reap the benefits of effective contract management, from financial savings to enhanced decision-making and strengthened relationships with business partners. Make it a priority to establish and nurture a culture of contract management excellence within your organization, and you’ll be well on your way to success in the complex world of contracts.

• Browse All Articles
• Newsletter Sign-Up

Contracts →

• 28 Apr 2022
• Research & Ideas

Can You Buy Creativity in the Gig Economy?

It's possible, but creators need more of a stake. A study by Feng Zhu of 10,000 novels in the Chinese e-book market reveals how tying pay to performance can lead to new ideas.

• 26 Jun 2020
• Working Paper Summaries

Weak Credit Covenants

Prior to the 2020 pandemic, the leveraged loan market experienced an unprecedented boom, which came hand in hand with significant changes in contracting terms. This study presents large-sample evidence of what constitutes contractual weakness from the creditors’ perspective.

• 13 May 2019

The Unexpected Way Whistleblowers Reduce Government Fraud

Even unfounded allegations by whistleblowers can force government contractors to renegotiate their terms, say Jonas Heese and Gerardo Perez Cavazos. Open for comment; 0 Comments.

• 23 Jan 2018

Transaction Costs and the Duration of Contracts

When buyers transact with sellers, they select not only whom to transact with but also for how long. This paper develops a model of optimal contract duration arising from underlying supply costs and transaction costs. The model allows for the quantification of transaction costs, which are often unobserved, and the impact of these costs on welfare.

• 20 Oct 2015

Internalizing Global Value Chains: A Firm-Level Analysis

Manufacturing activities that used to be performed in close proximity are increasingly fragmented across firms and countries. This paper provides strong evidence that considerations driven by contractual frictions critically shape firms' ownership decisions along their value chains.

• 27 Feb 2006

When Rights of First Refusal Are a Bad Deal

Contracts that include a right of first refusal usually benefit the holder of that right. But not always. New research by professor Alvin E. Roth and colleague Brit Grosskopf explains when it's wise to say no. Closed for comment; 0 Comments.

• 03 Mar 2003

Top Ten Legal Mistakes Made by Entrepreneurs

The life of a startup can be precarious, a wrong turn disastrous. Harvard Business School professor Constance Bagley discusses the most frequent legal flops made by entrepreneurs, everything from hiring the wrong lawyer to puffing up the business plan. Closed for comment; 0 Comments.

IT Consulting & Staffing

Construction Contract Case Study: Legal Insights & Analysis

Top 10 legal questions about construction contract case studies, exploring the intricacies of construction contract case studies.

Construction contracts are complex legal agreements that govern the relationships and responsibilities of parties involved in construction projects. Disputes these contracts the point of battles that have implications. In this blog post, we will delve into a construction contract case study to understand the intricacies involved and the lessons that can be learned.

The Case Study: Jones v. Smith Construction Ltd.

Let`s consider a hypothetical case study where Jones, a property owner, hired Smith Construction Ltd. To build a complex. The construction contract clearly outlined the scope of work, timeline, and payment terms. However, as the project progressed, disputes arose over delays, cost overruns, and the quality of work.

As a result, Jones withheld a portion of the payment, leading Smith Construction Ltd. To file a for breach of contract. Case went to and after of battles, a was in of Jones, citing breach of contract and workmanship.

Key Learnings from the Case Study

Implications for construction contracts.

Based on the case study, it is evident that construction contracts play a pivotal role in shaping the outcomes of construction projects. Serve as for rights and managing and recourse in case of disputes. Therefore, it is imperative for all parties involved in construction projects to pay meticulous attention to the drafting and execution of contracts.

Construction contract case studies offer valuable insights into the nuances of construction law and the implications of contractual agreements. By analyzing real-world scenarios, we can glean important lessons that can guide future contract negotiations and project management strategies. It is essential for legal practitioners, construction professionals, and property owners to stay abreast of such case studies to navigate the complex landscape of construction contracts effectively.

Construction Contract Case Study

Introduction: This construction contract case study involves the legal relationship between a construction contractor and a property owner. The contract outlines the terms and conditions of the construction project, including the scope of work, payment schedule, and dispute resolution process.

• Search Menu
• Browse content in Arts and Humanities
• Browse content in Archaeology
• Anglo-Saxon and Medieval Archaeology
• Archaeological Methodology and Techniques
• Archaeology by Region
• Archaeology of Religion
• Archaeology of Trade and Exchange
• Biblical Archaeology
• Contemporary and Public Archaeology
• Environmental Archaeology
• Historical Archaeology
• History and Theory of Archaeology
• Industrial Archaeology
• Landscape Archaeology
• Mortuary Archaeology
• Prehistoric Archaeology
• Underwater Archaeology
• Urban Archaeology
• Zooarchaeology
• Browse content in Architecture
• Architectural Structure and Design
• History of Architecture
• Residential and Domestic Buildings
• Theory of Architecture
• Browse content in Art
• Art Subjects and Themes
• History of Art
• Industrial and Commercial Art
• Theory of Art
• Biographical Studies
• Byzantine Studies
• Browse content in Classical Studies
• Classical History
• Classical Philosophy
• Classical Mythology
• Classical Literature
• Classical Reception
• Classical Art and Architecture
• Classical Oratory and Rhetoric
• Greek and Roman Papyrology
• Greek and Roman Epigraphy
• Greek and Roman Law
• Greek and Roman Archaeology
• Late Antiquity
• Religion in the Ancient World
• Digital Humanities
• Browse content in History
• Colonialism and Imperialism
• Diplomatic History
• Environmental History
• Genealogy, Heraldry, Names, and Honours
• Genocide and Ethnic Cleansing
• Historical Geography
• History by Period
• History of Emotions
• History of Agriculture
• History of Education
• History of Gender and Sexuality
• Industrial History
• Intellectual History
• International History
• Labour History
• Legal and Constitutional History
• Local and Family History
• Maritime History
• Military History
• National Liberation and Post-Colonialism
• Oral History
• Political History
• Public History
• Regional and National History
• Revolutions and Rebellions
• Slavery and Abolition of Slavery
• Social and Cultural History
• Theory, Methods, and Historiography
• Urban History
• World History
• Browse content in Language Teaching and Learning
• Language Learning (Specific Skills)
• Language Teaching Theory and Methods
• Browse content in Linguistics
• Applied Linguistics
• Cognitive Linguistics
• Computational Linguistics
• Forensic Linguistics
• Grammar, Syntax and Morphology
• Historical and Diachronic Linguistics
• History of English
• Language Evolution
• Language Reference
• Language Acquisition
• Language Variation
• Language Families
• Lexicography
• Linguistic Anthropology
• Linguistic Theories
• Linguistic Typology
• Phonetics and Phonology
• Psycholinguistics
• Sociolinguistics
• Translation and Interpretation
• Writing Systems
• Browse content in Literature
• Bibliography
• Children's Literature Studies
• Literary Studies (Romanticism)
• Literary Studies (American)
• Literary Studies (Asian)
• Literary Studies (European)
• Literary Studies (Eco-criticism)
• Literary Studies (Modernism)
• Literary Studies - World
• Literary Studies (1500 to 1800)
• Literary Studies (19th Century)
• Literary Studies (20th Century onwards)
• Literary Studies (African American Literature)
• Literary Studies (British and Irish)
• Literary Studies (Early and Medieval)
• Literary Studies (Fiction, Novelists, and Prose Writers)
• Literary Studies (Gender Studies)
• Literary Studies (Graphic Novels)
• Literary Studies (History of the Book)
• Literary Studies (Plays and Playwrights)
• Literary Studies (Poetry and Poets)
• Literary Studies (Postcolonial Literature)
• Literary Studies (Queer Studies)
• Literary Studies (Science Fiction)
• Literary Studies (Travel Literature)
• Literary Studies (War Literature)
• Literary Studies (Women's Writing)
• Literary Theory and Cultural Studies
• Mythology and Folklore
• Shakespeare Studies and Criticism
• Browse content in Media Studies
• Browse content in Music
• Applied Music
• Dance and Music
• Ethics in Music
• Ethnomusicology
• Gender and Sexuality in Music
• Medicine and Music
• Music Cultures
• Music and Media
• Music and Religion
• Music and Culture
• Music Education and Pedagogy
• Music Theory and Analysis
• Musical Scores, Lyrics, and Libretti
• Musical Structures, Styles, and Techniques
• Musicology and Music History
• Performance Practice and Studies
• Race and Ethnicity in Music
• Sound Studies
• Browse content in Performing Arts
• Browse content in Philosophy
• Aesthetics and Philosophy of Art
• Epistemology
• Feminist Philosophy
• History of Western Philosophy
• Metaphysics
• Moral Philosophy
• Non-Western Philosophy
• Philosophy of Language
• Philosophy of Mind
• Philosophy of Perception
• Philosophy of Science
• Philosophy of Action
• Philosophy of Law
• Philosophy of Religion
• Philosophy of Mathematics and Logic
• Practical Ethics
• Social and Political Philosophy
• Browse content in Religion
• Biblical Studies
• Christianity
• East Asian Religions
• History of Religion
• Judaism and Jewish Studies
• Qumran Studies
• Religion and Education
• Religion and Health
• Religion and Politics
• Religion and Science
• Religion and Law
• Religion and Art, Literature, and Music
• Religious Studies
• Browse content in Society and Culture
• Cookery, Food, and Drink
• Cultural Studies
• Customs and Traditions
• Ethical Issues and Debates
• Hobbies, Games, Arts and Crafts
• Lifestyle, Home, and Garden
• Natural world, Country Life, and Pets
• Popular Beliefs and Controversial Knowledge
• Sports and Outdoor Recreation
• Technology and Society
• Travel and Holiday
• Visual Culture
• Browse content in Law
• Arbitration
• Browse content in Company and Commercial Law
• Commercial Law
• Company Law
• Browse content in Comparative Law
• Systems of Law
• Competition Law
• Browse content in Constitutional and Administrative Law
• Government Powers
• Judicial Review
• Local Government Law
• Military and Defence Law
• Parliamentary and Legislative Practice
• Construction Law
• Contract Law
• Browse content in Criminal Law
• Criminal Procedure
• Criminal Evidence Law
• Sentencing and Punishment
• Employment and Labour Law
• Environment and Energy Law
• Browse content in Financial Law
• Banking Law
• Insolvency Law
• History of Law
• Human Rights and Immigration
• Intellectual Property Law
• Browse content in International Law
• Private International Law and Conflict of Laws
• Public International Law
• IT and Communications Law
• Jurisprudence and Philosophy of Law
• Law and Politics
• Law and Society
• Browse content in Legal System and Practice
• Courts and Procedure
• Legal Skills and Practice
• Primary Sources of Law
• Regulation of Legal Profession
• Medical and Healthcare Law
• Browse content in Policing
• Criminal Investigation and Detection
• Police and Security Services
• Police Procedure and Law
• Police Regional Planning
• Browse content in Property Law
• Personal Property Law
• Study and Revision
• Terrorism and National Security Law
• Browse content in Trusts Law
• Wills and Probate or Succession
• Browse content in Medicine and Health
• Browse content in Allied Health Professions
• Arts Therapies
• Clinical Science
• Dietetics and Nutrition
• Occupational Therapy
• Operating Department Practice
• Physiotherapy
• Radiography
• Speech and Language Therapy
• Browse content in Anaesthetics
• General Anaesthesia
• Neuroanaesthesia
• Clinical Neuroscience
• Browse content in Clinical Medicine
• Acute Medicine
• Cardiovascular Medicine
• Clinical Genetics
• Clinical Pharmacology and Therapeutics
• Dermatology
• Endocrinology and Diabetes
• Gastroenterology
• Genito-urinary Medicine
• Geriatric Medicine
• Infectious Diseases
• Medical Toxicology
• Medical Oncology
• Pain Medicine
• Palliative Medicine
• Rehabilitation Medicine
• Respiratory Medicine and Pulmonology
• Rheumatology
• Sleep Medicine
• Sports and Exercise Medicine
• Community Medical Services
• Critical Care
• Emergency Medicine
• Forensic Medicine
• Haematology
• History of Medicine
• Browse content in Medical Skills
• Clinical Skills
• Communication Skills
• Nursing Skills
• Surgical Skills
• Browse content in Medical Dentistry
• Oral and Maxillofacial Surgery
• Paediatric Dentistry
• Restorative Dentistry and Orthodontics
• Surgical Dentistry
• Medical Ethics
• Medical Statistics and Methodology
• Browse content in Neurology
• Clinical Neurophysiology
• Neuropathology
• Nursing Studies
• Browse content in Obstetrics and Gynaecology
• Gynaecology
• Occupational Medicine
• Ophthalmology
• Otolaryngology (ENT)
• Browse content in Paediatrics
• Neonatology
• Browse content in Pathology
• Chemical Pathology
• Clinical Cytogenetics and Molecular Genetics
• Histopathology
• Medical Microbiology and Virology
• Patient Education and Information
• Browse content in Pharmacology
• Psychopharmacology
• Browse content in Popular Health
• Caring for Others
• Complementary and Alternative Medicine
• Self-help and Personal Development
• Browse content in Preclinical Medicine
• Cell Biology
• Molecular Biology and Genetics
• Reproduction, Growth and Development
• Primary Care
• Professional Development in Medicine
• Browse content in Psychiatry
• Addiction Medicine
• Child and Adolescent Psychiatry
• Forensic Psychiatry
• Learning Disabilities
• Old Age Psychiatry
• Psychotherapy
• Browse content in Public Health and Epidemiology
• Epidemiology
• Public Health
• Browse content in Radiology
• Clinical Radiology
• Interventional Radiology
• Nuclear Medicine
• Radiation Oncology
• Reproductive Medicine
• Browse content in Surgery
• Cardiothoracic Surgery
• Gastro-intestinal and Colorectal Surgery
• General Surgery
• Neurosurgery
• Paediatric Surgery
• Peri-operative Care
• Plastic and Reconstructive Surgery
• Surgical Oncology
• Transplant Surgery
• Trauma and Orthopaedic Surgery
• Vascular Surgery
• Browse content in Science and Mathematics
• Browse content in Biological Sciences
• Aquatic Biology
• Biochemistry
• Bioinformatics and Computational Biology
• Developmental Biology
• Ecology and Conservation
• Evolutionary Biology
• Genetics and Genomics
• Microbiology
• Molecular and Cell Biology
• Natural History
• Plant Sciences and Forestry
• Research Methods in Life Sciences
• Structural Biology
• Systems Biology
• Zoology and Animal Sciences
• Browse content in Chemistry
• Analytical Chemistry
• Computational Chemistry
• Crystallography
• Environmental Chemistry
• Industrial Chemistry
• Inorganic Chemistry
• Materials Chemistry
• Medicinal Chemistry
• Mineralogy and Gems
• Organic Chemistry
• Physical Chemistry
• Polymer Chemistry
• Study and Communication Skills in Chemistry
• Theoretical Chemistry
• Browse content in Computer Science
• Artificial Intelligence
• Computer Architecture and Logic Design
• Game Studies
• Human-Computer Interaction
• Mathematical Theory of Computation
• Programming Languages
• Software Engineering
• Systems Analysis and Design
• Virtual Reality
• Browse content in Computing
• Business Applications
• Computer Security
• Computer Games
• Computer Networking and Communications
• Digital Lifestyle
• Graphical and Digital Media Applications
• Operating Systems
• Browse content in Earth Sciences and Geography
• Atmospheric Sciences
• Environmental Geography
• Geology and the Lithosphere
• Maps and Map-making
• Meteorology and Climatology
• Oceanography and Hydrology
• Palaeontology
• Physical Geography and Topography
• Regional Geography
• Soil Science
• Urban Geography
• Browse content in Engineering and Technology
• Agriculture and Farming
• Biological Engineering
• Civil Engineering, Surveying, and Building
• Electronics and Communications Engineering
• Energy Technology
• Engineering (General)
• Environmental Science, Engineering, and Technology
• History of Engineering and Technology
• Mechanical Engineering and Materials
• Technology of Industrial Chemistry
• Transport Technology and Trades
• Browse content in Environmental Science
• Applied Ecology (Environmental Science)
• Conservation of the Environment (Environmental Science)
• Environmental Sustainability
• Environmentalist Thought and Ideology (Environmental Science)
• Management of Land and Natural Resources (Environmental Science)
• Natural Disasters (Environmental Science)
• Nuclear Issues (Environmental Science)
• Pollution and Threats to the Environment (Environmental Science)
• Social Impact of Environmental Issues (Environmental Science)
• History of Science and Technology
• Browse content in Materials Science
• Ceramics and Glasses
• Composite Materials
• Metals, Alloying, and Corrosion
• Nanotechnology
• Browse content in Mathematics
• Applied Mathematics
• Biomathematics and Statistics
• History of Mathematics
• Mathematical Education
• Mathematical Finance
• Mathematical Analysis
• Numerical and Computational Mathematics
• Probability and Statistics
• Pure Mathematics
• Browse content in Neuroscience
• Cognition and Behavioural Neuroscience
• Development of the Nervous System
• Disorders of the Nervous System
• History of Neuroscience
• Invertebrate Neurobiology
• Molecular and Cellular Systems
• Neuroendocrinology and Autonomic Nervous System
• Neuroscientific Techniques
• Sensory and Motor Systems
• Browse content in Physics
• Astronomy and Astrophysics
• Atomic, Molecular, and Optical Physics
• Biological and Medical Physics
• Classical Mechanics
• Computational Physics
• Condensed Matter Physics
• Electromagnetism, Optics, and Acoustics
• History of Physics
• Mathematical and Statistical Physics
• Measurement Science
• Nuclear Physics
• Particles and Fields
• Plasma Physics
• Quantum Physics
• Relativity and Gravitation
• Semiconductor and Mesoscopic Physics
• Browse content in Psychology
• Affective Sciences
• Clinical Psychology
• Cognitive Psychology
• Cognitive Neuroscience
• Criminal and Forensic Psychology
• Developmental Psychology
• Educational Psychology
• Evolutionary Psychology
• Health Psychology
• History and Systems in Psychology
• Music Psychology
• Neuropsychology
• Organizational Psychology
• Psychological Assessment and Testing
• Psychology of Human-Technology Interaction
• Psychology Professional Development and Training
• Research Methods in Psychology
• Social Psychology
• Browse content in Social Sciences
• Browse content in Anthropology
• Anthropology of Religion
• Human Evolution
• Medical Anthropology
• Physical Anthropology
• Regional Anthropology
• Social and Cultural Anthropology
• Theory and Practice of Anthropology
• Browse content in Business and Management
• Business Ethics
• Business Strategy
• Business History
• Business and Technology
• Business and Government
• Business and the Environment
• Comparative Management
• Corporate Governance
• Corporate Social Responsibility
• Entrepreneurship
• Health Management
• Human Resource Management
• Industrial and Employment Relations
• Industry Studies
• Information and Communication Technologies
• International Business
• Knowledge Management
• Management and Management Techniques
• Operations Management
• Organizational Theory and Behaviour
• Pensions and Pension Management
• Public and Nonprofit Management
• Strategic Management
• Supply Chain Management
• Browse content in Criminology and Criminal Justice
• Criminal Justice
• Criminology
• Forms of Crime
• International and Comparative Criminology
• Youth Violence and Juvenile Justice
• Development Studies
• Browse content in Economics
• Agricultural, Environmental, and Natural Resource Economics
• Asian Economics
• Behavioural Finance
• Behavioural Economics and Neuroeconomics
• Econometrics and Mathematical Economics
• Economic History
• Economic Systems
• Economic Methodology
• Economic Development and Growth
• Financial Markets
• Financial Institutions and Services
• General Economics and Teaching
• Health, Education, and Welfare
• History of Economic Thought
• International Economics
• Labour and Demographic Economics
• Law and Economics
• Macroeconomics and Monetary Economics
• Microeconomics
• Public Economics
• Urban, Rural, and Regional Economics
• Welfare Economics
• Browse content in Education
• Adult Education and Continuous Learning
• Care and Counselling of Students
• Early Childhood and Elementary Education
• Educational Equipment and Technology
• Educational Strategies and Policy
• Higher and Further Education
• Organization and Management of Education
• Philosophy and Theory of Education
• Schools Studies
• Secondary Education
• Teaching of a Specific Subject
• Teaching of Specific Groups and Special Educational Needs
• Teaching Skills and Techniques
• Browse content in Environment
• Applied Ecology (Social Science)
• Climate Change
• Conservation of the Environment (Social Science)
• Environmentalist Thought and Ideology (Social Science)
• Natural Disasters (Environment)
• Social Impact of Environmental Issues (Social Science)
• Browse content in Human Geography
• Cultural Geography
• Economic Geography
• Political Geography
• Browse content in Interdisciplinary Studies
• Communication Studies
• Museums, Libraries, and Information Sciences
• Browse content in Politics
• African Politics
• Asian Politics
• Chinese Politics
• Comparative Politics
• Conflict Politics
• Elections and Electoral Studies
• Environmental Politics
• European Union
• Foreign Policy
• Gender and Politics
• Human Rights and Politics
• Indian Politics
• International Relations
• International Organization (Politics)
• International Political Economy
• Irish Politics
• Latin American Politics
• Middle Eastern Politics
• Political Behaviour
• Political Economy
• Political Institutions
• Political Methodology
• Political Communication
• Political Philosophy
• Political Sociology
• Political Theory
• Politics and Law
• Public Policy
• Public Administration
• Quantitative Political Methodology
• Regional Political Studies
• Russian Politics
• Security Studies
• State and Local Government
• UK Politics
• US Politics
• Browse content in Regional and Area Studies
• African Studies
• Asian Studies
• East Asian Studies
• Japanese Studies
• Latin American Studies
• Middle Eastern Studies
• Native American Studies
• Scottish Studies
• Browse content in Research and Information
• Research Methods
• Browse content in Social Work
• Addictions and Substance Misuse
• Adoption and Fostering
• Care of the Elderly
• Child and Adolescent Social Work
• Couple and Family Social Work
• Developmental and Physical Disabilities Social Work
• Direct Practice and Clinical Social Work
• Emergency Services
• Human Behaviour and the Social Environment
• International and Global Issues in Social Work
• Mental and Behavioural Health
• Social Justice and Human Rights
• Social Policy and Advocacy
• Social Work and Crime and Justice
• Social Work Macro Practice
• Social Work Practice Settings
• Social Work Research and Evidence-based Practice
• Welfare and Benefit Systems
• Browse content in Sociology
• Childhood Studies
• Community Development
• Comparative and Historical Sociology
• Economic Sociology
• Gender and Sexuality
• Gerontology and Ageing
• Health, Illness, and Medicine
• Marriage and the Family
• Migration Studies
• Occupations, Professions, and Work
• Organizations
• Population and Demography
• Race and Ethnicity
• Social Theory
• Social Movements and Social Change
• Social Research and Statistics
• Social Stratification, Inequality, and Mobility
• Sociology of Religion
• Sociology of Education
• Sport and Leisure
• Urban and Rural Studies
• Browse content in Warfare and Defence
• Defence Strategy, Planning, and Research
• Land Forces and Warfare
• Military Administration
• Military Life and Institutions
• Naval Forces and Warfare
• Other Warfare and Defence Issues
• Peace Studies and Conflict Resolution
• Weapons and Equipment

• < Previous chapter
• Next chapter >

7 Case Study 2: The Interpretation of Contracts

• Published: March 2013
• Cite Icon Cite
• Permissions Icon Permissions

This chapter presents a case study of international arbitral decision-making in action on a discrete area of contract law. It examines the decisions of international commercial arbitrators when they are called upon to interpret a contract. The chapter begins by putting the issue of contractual interpretation into comparative context, first considering the opposing perspectives that underlie the different interpretive doctrines, then comparing the rules in some of the most commercially important common law and civil law jurisdictions and the major international contract law instruments. Next, it considers whether any general principles of evidence or private law apply to contractual interpretation in international arbitration. Finally, it assesses the published arbitral awards where the tribunal engaged in the interpretation of a contract. The available data suggest that, when it comes to deciding cases of suspension of performance, arbitrators tend to make decisions in a different way than the courts of any country, and to reach results that are more consistent with each other than with the provisions of any national law.

Signed in as

Institutional accounts.

• Google Scholar Indexing
• GoogleCrawler [DO NOT DELETE]

Personal account

• Sign in with email/username & password
• Get email alerts
• Save searches
• Purchase content
• Activate your purchase/trial code

Institutional access

• Sign in with a library card Sign in with username/password Recommend to your librarian
• Institutional account management
• Get help with access

Access to content on Oxford Academic is often provided through institutional subscriptions and purchases. If you are a member of an institution with an active account, you may be able to access content in one of the following ways:

IP based access

Typically, access is provided across an institutional network to a range of IP addresses. This authentication occurs automatically, and it is not possible to sign out of an IP authenticated account.

Sign in through your institution

Choose this option to get remote access when outside your institution. Shibboleth/Open Athens technology is used to provide single sign-on between your institution’s website and Oxford Academic.

• Click Sign in through your institution.
• Select your institution from the list provided, which will take you to your institution's website to sign in.
• When on the institution site, please use the credentials provided by your institution. Do not use an Oxford Academic personal account.
• Following successful sign in, you will be returned to Oxford Academic.

If your institution is not listed or you cannot sign in to your institution’s website, please contact your librarian or administrator.

Sign in with a library card

Enter your library card number to sign in. If you cannot sign in, please contact your librarian.

Society Members

Society member access to a journal is achieved in one of the following ways:

Sign in through society site

Many societies offer single sign-on between the society website and Oxford Academic. If you see ‘Sign in through society site’ in the sign in pane within a journal:

• Click Sign in through society site.
• When on the society site, please use the credentials provided by that society. Do not use an Oxford Academic personal account.

If you do not have a society account or have forgotten your username or password, please contact your society.

Sign in using a personal account

Some societies use Oxford Academic personal accounts to provide access to their members. See below.

A personal account can be used to get email alerts, save searches, purchase content, and activate subscriptions.

Some societies use Oxford Academic personal accounts to provide access to their members.

Viewing your signed in accounts

Click the account icon in the top right to:

• View your signed in personal account and access account management features.
• View the institutional accounts that are providing access.

Signed in but can't access content

Oxford Academic is home to a wide variety of products. The institutional subscription may not cover the content that you are trying to access. If you believe you should have access to that content, please contact your librarian.

For librarians and administrators, your personal account also provides access to institutional account management. Here you will find options to view and activate subscriptions, manage institutional settings and access options, access usage statistics, and more.

Our books are available by subscription or purchase to libraries and institutions.

• About Oxford Academic
• Publish journals with us
• University press partners
• What we publish
• New features  
• Open access
• Rights and permissions
• Accessibility
• Advertising
• Media enquiries
• Oxford University Press
• Oxford Languages
• University of Oxford

Oxford University Press is a department of the University of Oxford. It furthers the University's objective of excellence in research, scholarship, and education by publishing worldwide

• Copyright © 2024 Oxford University Press
• Cookie settings
• Cookie policy
• Privacy policy
• Legal notice

This Feature Is Available To Subscribers Only

Sign In or Create an Account

This PDF is available to Subscribers Only

For full access to this pdf, sign in to an existing account, or purchase an annual subscription.

Legal Dictionary

The Law Dictionary for Everyone

Quasi Contract

A quasi contract is a contract that is created by a court order, not by an agreement made by the parties to the contract. For example, quasi contracts are created by the court when no official agreement exists between the parties, in disputes over payments for goods or services. The goal in the court’s creation of these contracts is to prevent unjust enrichment to any party. To explore this concept, consider the following quasi contract definition.

Definition of Quasi Contract

• A contract created by the court in the absence of an official agreement between the parties.

1632    Latin    quasi (“resembling”)

What is a Quasi Contract

A quasi contract is a contract that is created by the court when no such official contract exists between the parties, and there is a dispute with regard to payment for goods or services provided. Courts create quasi contracts to prevent a party from being unjustly enriched, or from benefitting from the situation when he does not deserve to do so.

Consider the following example of a quasi contract:

Teresa’s brother, Eric, tries to talk her into building a greenhouse in her large back yard. She declines, but Eric is convinced that, if she were surprised by a lovely greenhouse, she would love it. Knowing that Teresa makes good money, and could easily afford the greenhouse, Eric contacts greenhouse builder John, and arranges to have him erect the structure while his sister is at work one day.

Teresa is not happy by her brother’s initiative, but the deed is done. Eric has directed John to bill his sister for the greenhouse, and that turns out to be the biggest surprise for her. She declines to pay, and Eric tells John he cannot afford it. John is now out, not only payment for his many hours of hard work, but cash for the materials he used.

John has no choice but to file a civil lawsuit against Teresa, seeking payment. No contract exists between Teresa and John, however the court might allow John to recover the costs involved with building the greenhouse from Teresa, in order to prevent Teresa from being unjustly enriched. This is because, whether Teresa planned on it or not, she now has a brand new greenhouse.

The court is likely to create a quasi contract, essentially contriving an agreement between John and Teresa, and holding Teresa responsible for the cost of John’s materials. It is also possible the court might order her to pay for John’s labor as well. Quasi contracts are always made to fit their specific situations.

A quasi contract, or an “implied-in-law” contract, may offer less recovery than an implied-in-fact contract. This is because an implied-in-fact contract lays out the terms of an agreement in its entirety, as the parties initially intended, even if only in a verbal agreement. As a result of an implied-in-fact contract, a party may be entitled to recover any and all expected profits, as well as the cost of any labor and materials he may have laid out to complete the project.

A quasi contract will only afford as much recovery as necessary to prevent one party from being unjustly enriched. In the example above, it would be unfair for Teresa to benefit from the new greenhouse at John’s expense, even though she never intended to enter into a contract with him.

History of Quasi Contract

The history of quasi contract can be followed back to the Middle Ages, under a practice that was referred to back then as indebitatus assumpsit . In that period, the law dictated that a plaintiff would receive a sum of money from the defendant , in an amount dictated by the courts, as if the defendant had always agreed to pay the plaintiff for his goods or services.

Indebitatus assumpsit was a method used by the courts to make one party pay another as if a contract had been created between the two parties. The defendant’s agreement to be bound by a contract that required compensation was implied by the law. The early days in the history of quasi contract saw such contracts being used to enforce obligations related to restitution .

Unjust Enrichment

The term “unjust enrichment” refers to an individual receiving a benefit unfairly, whether it be by chance, or as the result of another person’s misfortune. When one is unjustly enriched, he has not paid or worked for the benefit he has received, and it is therefore morally and ethically appropriate for him to return it. Five elements must be shown in order to prove unjust enrichment:

• The defendant must have received an enrichment.
• The claimant must have suffered a disadvantage as a result of the enrichment.
• The enrichment must be established as unjust.
• There must be an absence of explanation for the enrichment and related disadvantage.
• There must be an absence of a remedy provided to the claimant by law.

The remedy available to a claimant in a case involving unjust enrichment is restitution. Restitution is payment to compensate him for what the claimant was originally promised so as to correct an injustice. Restitution can either come in the form of an order for the defendant to pay the cash value of the benefit he received, or he might be ordered to return an item that is the subject of the enrichment.

Requirements for Quasi Contract

In order for a judge to make a ruling in this type of case, there are certain requirements for quasi contract. The first of the requirements for quasi contract is that the plaintiff must have provided a tangible good or service to the defendant, with the impression that the plaintiff would receive payment for that good or service. The second of the requirements for quasi contract is that the plaintiff must be able to express why it would be unjust for the defendant to receive the good or service without paying for it, and would therefore be unjustly enriched.

Consider the above example of the greenhouse. John would have every right to demand payment from Teresa, who unexpectedly received a new greenhouse on her property. A quasi contract would be handed down by the court, requiring Teresa to pay restitution, or “ quantum meruit ,” to John. Quantum meruit is only awarded to the extent that the defendant was unjustly enriched, and no more.

Quasi Contract Example Involving the Construction of Houses on Two Properties

An early example of a quasi contract can be found in a case involving the construction of two homes on two lots that ultimately could not be completed. In February of 1981, Walter Salamon , a homebuilder, and Alfred E. Terra, Jr., a landowner, entered into two written agreements wherein Terra agreed to sell two properties to Salamon for $9,000 each. From this $9,000 amount, $8,500 was to be paid on delivery of the deeds, which was to take place in August of that same year. The parties agreed that Salamon would take over ownership of the lots by April 15.

The parties also agreed that Salamon would, upon taking ownership of the lots, be responsible for paying the expenses related to the construction of houses on these properties, and that he would then sell the properties to third parties and pay Terra from the proceeds. Salamon was able to partially complete the construction of both houses, but he was unable to find the financing and purchasers necessary to complete the construction, due to the state of the economy at that time. The sales agreement was extended by several months, but Salamon was ultimately unable to pay for the lots.

Not only was Salamon unable to pay for the properties in full, he wanted Terra to reimburse him for the money he spent partially building the homes. Salamon sued Terra in district court, asking the court to create a quasi contract so that he could recover for the costs associated with the two partially completed houses.

The court found that no promise had existed on Terra’s part to pay Salamon for the value of the partially completed houses. However, the court found that Terra had been unjustly enriched, as he then had partially-built structures on his properties. The court imposed a quasi contract, awarding Salamon $15,000 – the value of the benefits Terra had received – to compensate Salamon for his labor and materials.

Terra appealed the decision, and the Appellate Division reversed the lower court, holding that the lower court’s finding of a quasi contract was erroneous. According to the court, even if Terra was enriched and Salamon had suffered, there was no evidence to prove that either of these results was unjust.

The Appellate Division also stated that there was no basis for finding that Salamon had reasonably expected Terra to pay for partially completed houses if Salamon was unable to perform the contract. Therefore, the Appellate Division concluded that Salamon bore the risks involved with not completing or selling the houses, and must therefore also bear the losses suffered for not anticipating the effect of the economic downswing.

Salamon then appealed to the Commonwealth of Massachusetts, which affirmed the Appellate Court’s decision. The court held that the evidence did not support the conclusion that either party should have expected Terra to pay for the value of the partially completed houses, or the expenses that Salamon had incurred. The court went on to say that the fact that Salamon built two houses on property Terra owned was merely part of the financing arrangement, and that Terra did not request, or even want the houses to be built. Terra, per the court, was only interested in receiving the balance of the purchase price of the lots.

Said the Court, in its decision:

“Where services are rendered by one party and voluntarily accepted by another, the presumption that there is an expectation of payment therefor, as well as an implied promise of payment for the reasonable worth of those services, may be rebutted by a showing of strong self-interest in the outcome of the transaction by the party furnishing those services. Compensation on a quasi contract theory is not mandated where the services were rendered simply to gain a business advantage or where the plaintiff did not contemplate a personal fee.”

Related Legal Terms and Issues

• Appellate Court – A court having jurisdiction to review decisions of a trial -level or other lower court.
• Contract – An agreement between two or more parties in which a promise is made to do or provide something in return for a valuable benefit.
• Defendant – A party against whom a lawsuit has been filed in civil court, or who has been accused of, or charged with, a crime or offense.
• Plaintiff – A person who brings a legal action against another person or entity, such as in a civil lawsuit, or criminal proceedings.
• Remedy – The enforcement of a right, or imposition of a penalty by a court of law.
• Unjust Enrichment – A legal principle that prohibits one person from profiting, or being enriched, at the expense of another person. In such a case, the unjustly enriched party may be ordered to make restitution for the reasonable value of the services rendered, property transferred or damaged, or other benefits received.

We use cookies to enhance our website for you. Proceed if you agree to this policy or learn more about it.

• Essay Database >
• Essays Samples >
• Essay Types >
• Case Study Example

Contract Case Studies Samples For Students

297 samples of this type

Do you feel the need to examine some previously written Case Studies on Contract before you begin writing an own piece? In this open-access directory of Contract Case Study examples, you are granted an exciting opportunity to examine meaningful topics, content structuring techniques, text flow, formatting styles, and other academically acclaimed writing practices. Applying them while crafting your own Contract Case Study will surely allow you to complete the piece faster.

Presenting the finest samples isn't the only way our free essays service can help students in their writing ventures – our authors can also compose from scratch a fully customized Case Study on Contract that would make a genuine basis for your own academic work.

Business Contracts and Companies Case Study Examples

Good example of business negotiations case study, case study on business contracts.

The contract entered by the 17-year-old son, who is a minor with Don is voidable. The contract can be invalidated on the ground that the contract of sale that was entered between him and Don can be annulled since the son is only a minor and he was not the designated representative of the company. Hence, once the contract is nullified, the effect is that it is as if there is no agreement at all. This is due to the fact that the minor cannot represent the company since there is no board resolution to empower him to enter the contract.

Don't waste your time searching for a sample.

Get your case study done by professional writers!

Just from $10/page

Business Law Case Study

The case of timmy aldrich case study examples, eliminating irrelevant data case study samples, introduction, example of otiz v. st. peter's case study, my involvement in resolving construction disputes and alternative dispute resolution case study sample, do it yourself outsourcing case study samples, option number 1 (hedging by using future contracts) case studies example, free case study on mayfair ltd., which makes decorative picture frames, makes an agreement with speedymove, free evaluating contracts case study example.

- Compare and contrast fixed-price contracts and cost-reimbursement contracts Fixed price and cost reimbursement is two methodologies for making contracts for administration work. With the fixed price system, the agreement and contracting gathering consent to a fixed cost toward the begin on the project that does not change.

Benefits and drawbacks of fixed price contracts

Don yawn case study, free case study about contract law, free contract analysis assignment case study example, good law case study example, employment law, mba negotiation class case studies examples, situation overview, deciding some legal issues case studies example, holland and co llp case study, re: lola’s boutique, goliath productions inc case study sample, sample case study on cases of study about sales, two case studies case study sample, sample case study on borough, good case study on chapter11-case2oceancityrealty v a&m holdings, response to questions, good example of case study on aspects of contract and business law, example of case study on chicken case, united states district court.

FOR THE SOUTHERN DISTRICT OF NEW YORK 190 F. Supp. 116 (1960) U.S. Dist.

Frigaliment Importing Co. (Plaintiff)

Vs. B.N.S. International Sales Corp. (Defendant)

Free Case Study On Negative Letter

Ms. minnie macelroy.

Minnie's Miniscule Miniatures 27694 Bay Point Lane,

Bonita Springs, FL 34134

Sample case study on microsoft, the details of three potential contracts are set out below case study examples, written contract since it is reduced into writing case study example, business law 201, question one:, contracts case study, business contracts, biovail corporation case study sample, question #1, case study on the great atlantic railroad company problem, the great atlantic railroad company problem, example of construction v. patrick darrell vailes case study, which court was this case heard and what was the date of the decision case study examples, question one – case study, case study on supply chain integration, example of case study on factors that contributed to project failure.

Politics The project was overseen by the political leaders who used the project as the campaign tool. After winning the mayoral election Pena has no option but to implement the airport expansion project which he has promised the electorates. Pena did not take into consideration the economy of Denver which has declined tremendously and the willingness of the airlines to support the project which led to eventual failure of the project.

Time constraint

Purchasing and supply chain management case study examples, case study on a, example of offer of contracts case study.

An offer represents an expression indicating the inclination to make a contract posing certain terms in which the offer is expected to accept making it binding. Acceptance involves an oral or behavior which indicates the parties are acting in acceptance of the offer.

An offer becomes binding when a proposal is made which includes the delivery date of the offer and its price with the terms of payment. The item or service should also be described.

Case Study On Contract Law

Contractual capacity is the legal ability of a person to enter into contract. The capacity requires one to be of 18 years, sound mind and undue influence (Miller, 2008). The contractual capacity entails people who are not under the influence drugs or any harmful substances and should be ready to abide the terms of the contract.

Case Study On Section1: Summary

Example of scottish law case study, example of case study onbinding power and breach of contract, subcontract negotiation case study, free case study on facts.

Southeastern Land Fund, Inc. v. Real Estate World, Inc. 237 Ga. 227 (1976)

The plaintiff (seller) brought an action against the defendant (buyer). The allegations were about a contract of sale of a real estate. The plaintiff action sought to recover the price of $45,000 plus the interests. They also sought to recover their lawyer’s fees upon a promissory note referred in the contract. The defendants appeal to is founded on the basis that the trial judged erroredin grating summary judgment in favor of theplaintiff and denying a summary judgment and a counterclaim from the defendant.

Contract Law Case Study Sample

Reply to the analysis and assessment case study examples, example of contracts case study, in order to establish negligence, there are four elements that should be present case study, business commerce law, case study on an agreement must have the following to be a valid contract:, define case study, free case study on law 3, business and employment law.

Question 1 3 Issue 3

Application 4 Conclusion 5 Question 2 5 Issue 5 Law 6 Application 7 Conclusion 7 Qustion3 7 Issue 7 Law 8 Application 8 Conclusion 9

Bibliography 10

Example of commercial law assignment case study.

Sam’s wife has recently passed away so he wishes to sell his house and her belongings. Sam has agreed to sell his house to Ben and both parties have signed a sale agreement which provides that the settlement date for the sale is 30th September 2011. On that date, the buyer is to have vacant possession of the house and the seller is to receive the balance of the purchase money owing.

Knarles And Barkley Case Study Example

Knarles and barkley case study.

Liabilities under Contract Law Chetum vs Knarles & Barkley Fact: Knarles wants to repudiate a contract between Chetum and Barkley.

Issue: Breach of contract. Chetum entered into a contract with Barkley that Knarles, Barkley’s father and business partner, refuses to accept. Does Knarles repudiation of the contract constitute a breach of contract?

Ethical Decision Making Model Case Study Samples

Good contract of sale of a good and legal obligations of concerned parties case study example, contract of sale of a good and legal obligations of concerned parties, free a company should conduct due diligence necessary when selecting the most appropriate third party service provider. case study example, expertly written case study on contract law consultation to follow, outsourcing process case studies example, business process.

Password recovery email has been sent to [email protected]

Use your new password to log in

You are not register!

By clicking Register, you agree to our Terms of Service and that you have read our Privacy Policy .

Now you can download documents directly to your device!

Check your email! An email with your password has already been sent to you! Now you can download documents directly to your device.

or Use the QR code to Save this Paper to Your Phone

The sample is NOT original!

Short on a deadline?

Don't waste time. Get help with 11% off using code - GETWOWED

No, thanks! I'm fine with missing my deadline

• Reverse Auction
• RFP | RFI | RFQ
• Purchase Requisition
• Contract Management
• Procure-to-Pay
• Spend Analysis
• Supplier Management
• Custom Solutions
• Managed Reverse Auctions
• Manufacturing
• Construction & Property Management
• Energy Brokers & Suppliers
• Biotech & Pharma
• Food & Beverage
• Whitepapers
• Case Studies
• Analyst Reports
• Procurement Guide
• Procurement Conferences
• About ProcurePort
• ProcurePort News
• SCHEDULE A DEMO
• +1 866-643-8153

Select Page

An Introduction to Contract Management: How does it Work?

Sep 1, 2022 | Contract Management

Estimated reading time: 5 minutes

• If you’re looking for ways to manage spending and improve your profit base you cannot afford to overlook contract management.

• You see, according to analysts from PricewaterhouseCoopers, effective contract management can save businesses up to 2% of their annual costs.  And without an efficient contract management strategy, companies stand to lose 9.2% of their overall bottom line.

• But before making a case for contract management (CM) and answering how contract management works, let’s first define the term.

What is Contract Management?

 The Chartered Institute of Procurement & Supply (CIPS) defines contract management as:

“ …the process of creating, implementing, and reviewing contracts. ”

In layman’s terms, CM refers to the work done by a contract manager to generate, execute and appraise contracts. This work includes:

• Handling contract requests
• Negotiating old and new contracts
• Submitting contracts for legal review
• Signing contracts
• Storing contracts
• Engaging vendors for contract renewal

Now that we’re familiar with what contract management is, how does contract management work?

How Contract Management Works

The best way to study how contract management works is to familiarize ourselves with the contract management lifecycle (CML). 

1. Contract Requests

This step launches the contract management process. The buyer typically initiates the contracting process – an operation that takes the average company 20 to 30 days to create, negotiate, and finalize a contract . Information gathered during this stage is used to draft the contract. 

2.  Contract Review

The second step in how CM works involves the review of the draft document by the respective parties. Negotiating of the clauses, terms, and conditions takes place at this stage. Those responsible for signing and approving the contract are also determined during this phase and if both sides are satisfied, signing details can be captured.

3. Contract Approval

Before the contract is finalized, however, it must first be sent for legal review to designated attorneys. Without the use of contract management software (CMS) Forrester and Aberdeen report that this can take on average 3.4 weeks. With CMS, this time can be drastically reduced by 82%. Once assessed by the legal team, the contract is sent to internal and external approvers for final deliberation.

4. Contract Execution

With a go-ahead from the approvers, the contract document is then issued to the respective parties to be signed. If you’re using contract management software this can be done online. If not, the contracts need to be printed out and physically signed which can extend the execution process.

5. Contract Storage

One of the biggest advantages of contract management software is the availability of a contract database where all contracts are filed. This indexed repository makes it easy to store and retrieve contracts as and when they are needed.  Given that 71% of organizations cannot locate 10% of their contracts , this certainly helps to streamline your own operations, saving time and money.

6. Contract Retrieval

Did you know that 64% of all cases in U.S. state courts revolve around contract disputes? You want to be able to easily search for and locate your contracts.  That’s why we advocate for contract management software. By applying filters, you can wade through hundreds of contracts in seconds to retrieve the documents you’re looking for.

7. Contract Auditing and Reporting

Businesses rely on data to make decisions today. Without adequate contract governance, auditing, and reporting, KPMG experts say businesses can lose up to 40% of a contract’s value . That’s why one of the key steps in the CML is auditing and reporting.

By mining contract data, your teams can quickly generate detailed reports that can be issued to stakeholders and internal departments so data-driven decisions can be made.

8. Contract Renewal

The final stage in the contract management lifecycle revolves around contract renewal. Stay on top of contract end dates and avoid paying renewal penalties by relying on notification alerts built into contract management technology. It’s what best-in-class companies do. And that’s why they get to save money when they automatically renew 56% of their contracts each year .

The Case for Contract Management Software

The best teams today realize the necessity of investing in good contract management software. Consider the following statistics:

• According to Forrester and Aberdeen , contract management digitization improves contract compliance by 55%.
• 32% of professionals waste up to 30 minutes trying to find a single contract.
• Contract management platforms allow organizations to reduce contract administrative costs by an average of 40%.
• Contract software is responsible for a 70% improvement in contracting cycle time .
• Companies that adopt contract lifecycle management achieve 1% larger deals and a corresponding 2.5% higher annual customer renewal rate.

What’s shocking, however, is that in spite of all the evidence in favor of contract management software, a staggering 55% to 70% of businesses do not as yet have any form of effective contract management system in place.  

If this is you, there is a way to remedy the situation. ProcurePort boasts one of the best contract management software on the market today.

Our cloud-enabled platform is intuitive and features a modern user interface with a low learning curve. This is one of the reasons our solution has such a high rate of adoption. Are you ready to get started?

Invest in Reliable Contract Management Solutions

Contract management is such an important function of your business, deserves a worthy automated solution. When only the best contract management software is good enough, think ProcurePort.

Trusted by enterprises and organizations such as UNOPS, HUD.GOV, and conEdison schedule a free demo of our technologies today. Alternatively , contact us to discuss tailored procurement solutions.

Read more: What is the difference between strategic sourcing and contracts?

Related Posts

8 Things to Look for in Supplier/Contract Management Software

September 6, 2017

Contract Management Software – Why Your Business Needs It.

March 15, 2018

5 Ways To Save Time When Comparing Suppliers

October 25, 2018

The Secure Way to Manage Your Contract Management Tools

November 14, 2018

• Contract Management (56)
• Reverse Auction (31)
• Reverse Auction Software (4)
• e-Procurement (59)
• e-Sourcing Software (23)
• e-Tendering (4)
• RFx Software (1)
• Procure-to-Pay (44)
• Procurement Trends (10)
• Purchase Requisition (24)
• RFP Software (13)
• RFQ Software (11)
• Spend Analysis (38)
• Strategic Sourcing (42)
• supplier performance indicators (1)

Recent Posts

An official website of the United States government

The .gov means it’s official. Federal government websites often end in .gov or .mil. Before sharing sensitive information, make sure you’re on a federal government site.

The site is secure. The https:// ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely.

• Publications
• Account settings

Preview improvements coming to the PMC website in October 2024. Learn More or Try it out now .

• Advanced Search
• Journal List
• Digit Health
• v.9; Jan-Dec 2023
• PMC10563467

Case studies about smart contracts in healthcare

The Internet of Things (IoT) such as devices and sensors are a fast growth reality which our bureaucratical and archaic institutional system is not yet ready to embrace its functionalities. In the health system, many developments are made, and smart devices are the key to preventing, studying, investigating, and solving a lot of diseases and improving our health system. But along with this, innovation is necessary for the hospitals, for example, to have a proper system that provides storage of health data information and respects the General Data Protection Regulation (GDPR) with the use of smart contracts that secure the integrity and disclosure of the patient's data, since the majority of hospitals still use paper, physical records to store data. In this study, we will briefly analyse and explain three different suggested methods to deal with the challenges that Internet of Medical Things (IoMT) encounters. We will not choose which one is the best because of the different features and the countries they are proposed but will emphasize the benefits and challenges which one has.

Introduction

In the fast world of technologies, Internet of Medical Things (IoMT) is providing smart tools to prevent and monitor patients’ conditions, use medical devices that will allow doctors to have access to sensitive medical data, and update and transmit the data. COVID has increased even more the importance of digital health technologies. 1 – 3

But all that must be executed securely and flawlessly to avoid vulnerabilities in smart equipment and protect privacy data from attacks (smart hospitals may encounter malware, ransomware, and tampering with medical devices) that can be ‘just’ stealing important data or even worse cause a patient's death!

To provide high security to users, it has been accepted and it's mentioned in several studies that the blockchain technology working along with smart contracts 4 , 5 in its many variants is the most effective source for IoMT data security. Blockchain's decentralized 6 – 11 platform is tamperproof due to its cryptographic technology used to authenticate users in the network and a decentralized 12 – 14 storage system can also provide low-cost off-chain storage to store supply chain transaction data.

Another health area where smart contracts and decentralized off-chain storage show efficiency and results is in pharmaceutical supply chains, to avoid counterfeit and ensure product safety. The use of smart contracts on supply chains can guarantee data provenance, makes the use of intermediaries unnecessary, and provides a secure, immutable history of transactions to all stakeholders.

It is very important to provide an efficient framework to establish security for IoT devices because weak security can facilitate access to patient health records. The electronic health record (EHR) is the most important and sensitive category of data because it contains very intimate, private, and classified information related to the patients and their diagnoses. 15

In this study, we will analyse three systems that work with blockchain, block structures based on Ethereum, 16 – 18 and smart contracts where it can be used a fog-cloud or machine learning for example.

The discussion isn’t around what is the best one or the most effective for a health system/institution but to start realizing the different options and purposes that those systems can provide. Monitoring diseases, real-time updates of the patient status, possible communication 19 between applications, medical devices or machines, and institutions, to provide clear information, help to prevent future diseases, decrease the health system costs, and secure storage 20 and transactions. 21 Of course, the more complex and effective health technology is, the more expensive it can become.

However, adapting the needs to the specific system may save millions for the health system. IoMT brings important discussions around patients’ personal and sensitive data, which each country must be prepared to adapt to its legal system.

Smart contracts play an important role in the consent, storage, and legality of data processing. The national legal system must be able to follow the technological evolution, accept it, and adapt to it by creating new legislation and/or updating the legislation already implemented.

We will explain what is blockchain and smart contracts, by initially saying that the sequence of chains on a blockchain, in addition to the information in each block, will have an identifier, called a hash, and another hash associated with the immediately preceding block in the chain (except the first block obviously). The hash will be a fingerprint that identifies your block and its order in the chain of blocks; in this sense, block 2 will have the hash that allows identifying block 1, used in blockchain technology right from the start because it makes it more secure.

The blockchain works as a set of rules defined in a programming language called Protocol, which is created by the platform creator ( Figure 1 ).

Blockchain.

Blockchain technology has evolved since Bitcoin 22 – 24 and is now considered a new form of distributed ledger as all data can be stored in transaction metadata. Due to this possibility, many rely on the blockchain health-related applications that are displayed quickly. Example applications include immutable patient data, improved healthcare data sharing 5 /analysis without loss of control, and improved reliability of counterfeit drug 25 detection/prevention systems in pharmaceutical supply chains. 26

Other applications using blockchain technology, contract management systems, and digital content distribution systems have been developed. Several blockchains have been created, such as purchase and sell agreement. 27

Smart contracts are automated agreements of will, in a codified way so that they are easily fulfilled and the execution of the contract is controlled.

There are applications that run on a custom blockchain, similar to Bitcoin. 28 Ethereum's ability to develop smart contracts makes it possible to implement complex applications such as financial exchanges and insurance contracts on a distributed platform 27 ( Figure 2 ).

Structure of smart contracts.

Smart contracts are created and exist within the Blockchain in the following way:

• The terms of the contract are defined between the parties in the form of a code;
• The contract is executed when the instruction stipulated by the parties is implemented;
• There is no need for intermediation;
• The contract is sent to the Blockchain that controls the execution of the contract, the code (the so-called smart contract code), and the Blockchain users;
• The contract is registered on the Blockchain.

This makes it possible to eliminate the ambiguity of contracts in general, increase efficiency in their execution, and substantially reduce the risk of default between the parties. It also increases the transparency, integrity, and immutability of contracts.

As for the notion of smart contracts, it differs. If it is a broad notion, it refers to the smart contract code (code used in the Blockchain that executes certain instructions and allows computers to perceive them) or the more restricted notion that is the smart legal contracts (agreement of wills between the parties aimed at the automated production of certain legal effects, such as the common contract).

And that is why smart legal contracts (which use smart contract code) are a more restricted subtype of the smart contract code concept, as it can be used for several purposes, one of which is the creation of contracts that can be self-executed on the Blockchain.

It eliminates the need for human confirmation of precursors and outcomes, instead relying on machines that automatically follow programme-defined logic to accept or reject the request. 26

The definition created by Nick Szabo is hybrid as it includes both notions explained, first referring to the smart contract code when referring to the protocol (a computerized protocol) and then referring to the smart legal contracts (which execute the terms of a contract).

There are situations in which, to be able to execute the smart legal contract, it is necessary to attend to events external to the Blockchain, and to that extent, oracles are used (oracles are independent entities that send information from the outside world, information that is essential for the Blockchain: they can be hardware oracles, software oracles, inbound oracles, or consensus-based oracles for example).

The Internet of Things (IoT) refers to the rapidly growing network of connected objects that are capable of collecting and exchanging data in real time using embedded sensors, e.g. thermostats, cars, lights, and refrigerators, connecting to a person's heart rate, patient by the pacemaker, smart homes, vehicles, and other devices that can be connected to the IoT.

Legally, we have the issue of data immutability on the Blockchain, which apparently can conflict with the right to erase data and the right to be forgotten, provided for in terms of the European General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

And still without resolution is the decentralization of this technology, or being given the capacity and legal personality to the Blockchain.

In the domain of liability of programmers (who may or may not be users), users, and limitation of liability of legal persons that operate in it, there is still a long legislative path to go which will be interesting to develop in the next paper (legal application and civil liability of smart contracts).

Blockchain technology and smart contracts are excellent tools for automating and enhancing the management and storage of health data. The use cases for these technologies are changing along with them. One significant way that smart contracts can be utilized to enhance people’s lives is through healthcare applications.

Up to 10% of deaths in the USA may be caused by medical errors, according to Johns Hopkins Medicine . Thousands of lives could be saved annually if smart contracts could be utilized to improve patient medical record data, drug supply chains, 29 and medical collaboration.

Distributed ledgers and public blockchain are innovative new technologies that enable access to and enhancement of medical research data and patient records 30 , 31 for healthcare practitioners. The immutable, encrypted nature of smart contracts can improve patient privacy while enabling service providers to follow rules ( Figure 3 ).

Based on ‘overview of the current system’. 32

Research methodology

In this paper, the authors searched all available articles that had any relation with the research we were focused on: valid* or legal* or regul* and ‘smart contract*’ and blockchain* and health. We obtained 136 articles total that had any content on their abstracts regarding those themes.

We exported them to https://www.rayyan.ai/ where we had automatic and more efficient access to the abstracts. After that, we eliminated all articles that were duplicates and were left with 102 articles. Of those 102 articles, we read all the abstracts to see which ones had the content we were looking for. We chose 53 articles that had interesting abstracts for our search. So we read the articles to find which ones were more interesting for us. That could answer our questions. So, we found 40 articles. Of those 40 articles, we made a more profound reading and chose 3 blockchain systems that were created for health system data conservation.

Unfortunately, we did not find articles regarding the legal issues that each may be confronted with, so that would be an interesting subject to exclusively develop in the next article. The questions we were looking at were the following:

• Can we create a blockchain system using smart contracts for health systems?
• Is it blockchain system secure?
• Does it provide access and control to the patient?
• Can the patient's information safely circulate from hospitals and institutions?
• Is the information storage regularly updated?
• Are these systems expensive?

On each of the three analysed systems, we can have our questions answered and see that some of them are concerned with data storage, others with data circulation between users, and others concerned with the security of that data storage. And we will begin to explain each system.

IoMT with Ethereum using Blockchain in fog-cloud

Blockchain with IoMT using flog-cloud is where is proposed a smart contract with function-based cost-efficient task scheduling (FTS-CSON) algorithm in a blockchain framework. The main goals are to reduce the costs of the transactions, during data offloading and scheduling applications, and make them more secure.

A stronger basis for coordinating remote resources and performing tasks is provided by the cloud with a fog architecture (FA) built on blockchain technology. IoMT powered by fog computing is currently a prominent topic. 33

Each task has a deadline to be completed with the threshold in the workflow. The cost-efficient is made using the IoMT application; the name given is blockchain-enable smart-contract cost-efficient scheduling algorithm framework (BECSAF) and will have the following steps:

• The selection of each node connecting in the IoMT system is made by a smart contract rule, and each function has a different execution cost.
• The security requirement of functions is identified by the function verification pool method before there is any addition to the system pool.
• It generates a task and function sequencing.

Based on ‘overall architecture of FTS-SCON’. 38

The system will use smart electronic devices, such as smart belts, wearables, and medical/vital monitors, chest straps, among others, that will detect, analyse, and transmit the information needed through health application services.

The health sensors will have the function to store all the data on the blockchain-enabled smart contract and on the fog-cloud servers so they can perform the tasks. The fog-cloud server has to collect all the data and has fog-cloud nodes, which assist to process all data requests in the IoMT system, and at the end will transmit it to the physician.

In this architecture, smart contracts are created by Ethereum, because is an open-source and decentralized blockchain 2 approach that allows user to create their own regulations and smart contracts. The group of data blocks on Ethereum are well structured, cannot be altered, and register all the transactions in the files.

This type of blockchain provides security 34 – 37 for medical data, and the smart contracts are used for anyone or anything that wants access, performing a function of accessing control, that detects, tracks, and controls the data sharing.

In the following figure is the proposed method of FTS-SCON algorithm: workflows that connect several sensors and offload tasks to the blockchain (transaction is verified using blockchain technique) and enable fog-cloud healthcare servers for execution ( Figure 5 ).

Base on ‘task and cost scheduling method and smart contract enabled blockchain network for IoMT’. 38

Figure 6 is explained how the transaction process executes all the tasks based on smart contracts, by a node. A public key is used for the data encryption, and the data-sharing wi and wz are validated by proof of work protocol.

Base on ‘smart contract Ethereum mechanism in client flog cloud’. 38

In the research that used an Arduino heart rate monitor and a heartbeat sensor, the main conclusion was that the functions and their characteristics determine the cost of application execution. Nevertheless, the proposed system is proved by the authors to be less expensive in the health application system and gives more accuracy compared to the function based task scheduling blockchain-enabled framework (FTSB) and BECSAF systems and has more computation time. And not less importantly, the security risks are lower because the data is stored in the fog-cloud-enabled Ethereum.

GuardHealth blockchain

The following study proposed a consortium blockchain-based smart healthcare system for health data privacy preservation, named GuardHealth.

The use of smart contracts that are arranged on Blockchain provides secure and efficient data storage and data sharing (basically consists of two smart contracts and a trust system to ensure, and provide security and privacy). 39

The system separates raw data storage and index of data storage, and data are encrypted and stored in cloud service providers (CSPs). The user can allow requestors to access data and cancel permissions whenever necessary using proxy re-encryption. It also allows the user to make a profit through sharing data.

The system is considered trusty and improves the reliability of sharing data, and it also created a novel graph convolutional network (GCN) model to discriminate malicious nodes.

The GuardHealth scheme has different characteristics which will be explained below ( Figure 7 ):

Base on ‘overview of the GuardHealth blockchain system using consortium blockchains’. 40

IoT devices used to monitor different human health parameters (in wearable or implanted devices) collect the data and send the data which will be managed to patient nodes; these patient nodes store the data received from the IoT devices but also from hospitals or healthcare centres and do an important task which is to select the data and organize it by different security levels and can store a replica of their own encrypted data on other nodes (like CSPs) The patient nodes use symmetric encryption and encrypt the data which can only be decrypted by a specific patient.

The CSP will also store encrypted personal health data and data on GuardHealth chain (the CSP has a layer with the implementation of Kademlia with added persistence using LevelDB. The CSP is capable of carrying out several tasks such as diagnosis for uses using the health data from the sensor and institutes if they have the permission to do it.

The institute nodes consist of technology and pharma companies or hospitals, and they request the health data from patient nodes so they can make the analysis, but they are restricted by the rule of consortium, and only the authorized nodes can read or write health information updating the status of patient nodes.

Finally, the GuardHealth chain is also based on a consortium, so is a consortium chain that is used to update the status of user's health, and transaction data and access to it are only with permission. As it is on the blockchain system, GuardHealth chain is a series of blocks that contain the hash of a previous block and in this particular case contains transactions and the user's health status.

In the figure above, the user nodes upload the indexes of health data as the health status of the user on a chain with the regulation of GH-DS, a smart contract for data storage. The user's permission is required and determined so that the institute nodes can get access to the user's health data.

When it diagnosed the status of the user, it will be only updated after institutes update health data. On the other hand, if the institute nodes make a data request, it will activate the smart contract for data sharing, the GH-IS, and will establish an auction to pay for data from users and will generate transactions. The study recognizes the fragilities of CSP to attacks.

The architecture of GuardHealth provides a better and faster way of finding files using a distributed Hashtable in a distributed system when compared to an unstructured distributed system. The consensus layer makes a big difference to audit data before adding data to the chain. It inserted a delegated proof of stake (DPoS) to develop the consensus process, as you can see in Figure 8 .

Based on ‘architecture of GuardHealth’. 40

To make the distribution of data storage and data sharing among the parties and CSPs, a smart contract technology of two parts is used: smart contract GH-DS which defines the law of data storage (contains raw data and data Block) and GH-IS which defines the law of data sharing (transaction request, down payment, and data permission). These two smart contracts are autonomous, self-executed, and self-maintained among the users.

The system used is decentralized data that are encrypted and stored in CSPs or on their own devices, and the blockchain only contains the index encrypted data; the data are accessible only with the owner's permission.

Also in this project, the block structure is based on Ethereum. Not going on with technical details (data trust scheme used, detect malicious nodes by GCN, or Python simulation results), it is concluded that this system is more secure and efficient to preserve health data based on blockchain compared to the traditional schemes, although the malicious node detection model used was not very adequate.

Machine learning

With the main focus on security data and cyber-attacks, this study develops a novel machine learning and blockchain technology-enabled framework capable of detecting cyber-attacks against health applications and at the same time allows international patient information and health data exchange.

This system presents a multi-layer healthcare-centric security information and event management (H-SIEM) framework with machine learning and big data analytics, reputation mechanisms, and visual-aided intrusion detection and prevention system (IDPS).

Permissioned blockchain technology is utilized to enable cross-border medical information sharing which allows several medical users access.

The solution found was security-enhancing and distributed access control (SEDAC), so is an improvement of the security of SIEMs with big data analytics, reputation algorithms, and visual-aided IDPS so it can detect any incidents that SIEM was not able to detect because SIEM systems have a limited capacity of dealing with network heterogeneity, and it does not have real-time prevention or detection techniques.

With SEDAC, all health devices are analysed so that anomalies can be traced. And blockchain technology in the form of smart contracts ensures privacy, security, and distribution of immutable information shared between hospitals in different areas and countries.

The smart contracts provide the conditions so that this exchange of information can be done, and all transactions are registered on the distributed ledger. Again, the strong cryptographic nature of blockchain is important and necessary for SEDAC ( Figure 9 ).

Base on ‘benefits of integrating SEDAC in healthcare’. 41

The security solution is H-SIEM which can monitor all system events (network traffic and system log information). Also, in this case, Ethereum smart contracts are used to access control, and it combined the role-based access control (RBAC) model with RBAC-SC to make user authentication and authorization which makes access to data possible until a certain level and will allow cross-border and cross-institution information to be exchanged and its architecture in the following way ( Figure 10 ).

Base on ‘SEDAC framework architecture’. 41

For SIEM to make informed decisions about possible threats, the adoption of a four-layer healthcare-centric SIEM framework named H-SIEM that prevents and detects threats, anomalies, and attacks against healthcare quickly is suggested.

So on the base layer is an open-source log collector, OSSIM SIEM (aggregates logs and network traces from everywhere, normalizes them, and produces alerts), and the second layer is big data analytics (that will apply machine learning to the collected data: logs, for example, so it can locate possible anomalies), the third layer is a reputation system (for the location of internal threats, using reputation algorithms), and the fourth layer is visual-based IDPS that combines the results of machine learning layer with reputation system layer and allows to detect any malicious acts.

When threats are found, the IDPS will attempt to mitigate the attack by suggesting to the operator various countermeasures such as node isolation as we can see below ( Figure 11 ).

Base on ‘four-layer H-SIEM framework’. 41

Permissioned blockchain is again considered an important addition because patients should always authorize and have control of their health information and must be always according to the GDPR. 42 Permissioned blockchain can enable access control through smart contracts, and only verified users can access the data all over the country, for example.

The study also criticizes the system normally used in hospitals; the RBAC is not efficient because of the constant evolution of the IoT devices 43 and does not respect the GDPR requirements and finds this solution, H-SIEM, more viable and effective to secure the healthcare sector.

The three systems presented and all the studies analysed for this paper have the same starting point: blockchain and smart contract and Ethereum platform. We believe Ethereum is currently the most suitable platform. The main reasons for choosing Ethereum were the ability to create a permissionless and a permissioned blockchain network, as well as the community development of the platform. 26

Ethereum's ability to develop smart contracts 44 , 45 allows you to run complex applications like financial exchanges and insurance contracts on a distributed platform. 27

The two characteristics that nowadays are the most important are security of the medical and sensitive data and the reduction of costs. Any good system must provide these two features in a way that the users may make safe transactions (through the smart contracts implemented).

The IoMT will endure, and the more developed it is, the more attacks may occur. My big concern is the profit that data can generate and the illegalities that can be committed in favour of that profit, so if profit is inevitable, at least, has to have its legal boundaries. On the other hand, users have to understand how and where are the data being shared or stored and for how long, so the smart contracts implemented are crucial for the suitability of the transactions, and patients, for example, must always authorize the share of their data and control it.

A good security feature on the system and good legislation may prevent data violations. Important fact: European Commission just released on September 2022 a proposal for a regulation on a European health data space to improve individual's access and control to their electronic personal data and at the same time facilitate data reuse across the European Union.

The proposal creates rules, infrastructures, and mechanisms that allow primary and secondary use of electronic health data and introduces a mandatory self-certification scheme for EHR systems.

Although it is still in a very early stage, the EU has this concern and is beginning to create this legislation, and hopefully, all the EU countries involved will improve the health data space among main Europe and align with the GDPR legislation.

Contributorship: MMS defined the topic and designed the research method. CV researched the literature and wrote the first draft of the paper. Both authors reviewed and edited the paper, and approved the final version of the paper.

The authors declared no potential conflicts of interest with respect to the research, authorship, and/or publication of this article.

Funding: The authors disclosed receipt of the following financial support for the research, authorship, and/or publication of this article: this paper is based on research work supported by Dengun in the scope of the project Guest-IC: Guest Intelligence Chain ALG-01-0247-FEDER-047399.

ORCID iD: Miguel Mira da Silva https://orcid.org/0000-0002-0489-4465

• Law Articles

What Are Quasi Contracts With Examples, Principles, Types, and Cases?

A quasi-contract is a legal concept that plays a significant role in bridging gaps where no actual contract exists, but there is a presence of an obligation. It serves as a remedy to prevent unjust enrichment and ensure equitable outcomes in situations where one party has received a benefit at the expense of another.

Unlike traditional contracts, quasi-contracts are not based on mutual consent or express agreement between the parties involved. Instead, they are imposed by law to prevent one party from unjustly benefiting or profiting at the expense of another.

This article delves into the concept of quasi-contracts, exploring their nature, principles, and the legal framework surrounding them. It examines the different types of quasi-contracts recognised under the Indian Contract Act and landmark judgments that have shaped the understanding and application of this legal doctrine.

What Are Quasi Contracts?

Examples of quasi contracts, principles of quasi-contract, types of quasi contracts, judicial pronouncements regarding quasi contracts, what have we learned.

A quasi-contract , also known as an implied contract or contract implied in law , is a legal concept that allows a court to create an obligation between parties without an actual contract. It is a fictional contract imposed by law to prevent unjust enrichment or to provide a remedy in situations where one party has obtained a benefit at the expense of another party.

Quasi-contracts are not actual agreements between the parties, but they are imposed by the court to prevent unfairness or unjust enrichment. They are based on the principle that it is unjust for a person to retain a benefit received from another without compensating the other party. Therefore, quasi-contracts are considered an equitable remedy to prevent one party from gaining an unfair advantage or profiting at the expense of another.

The obligations in quasi-contracts arise by operation of law, typically when one party has conferred a benefit upon another party, and it would be inequitable for the benefiting party to retain that benefit without compensating the other party. Accordingly, the court may obligate the benefiting party to make restitution or pay a reasonable amount for the benefit received.

Examples of situations where quasi-contracts may arise include:

1. Payment of Debts

If someone mistakenly pays another person’s debt, the law may create a quasi-contractual obligation on the debtor to repay the amount to the person who made the payment.

For example : Let’s say Party A owes a debt of Rs. 1,000 to Party B. However, due to a mix-up in their records, Party C mistakenly believes they owe Party B the same amount. Thinking it is their obligation, Party C pays Rs. 1,000 to Party B on behalf of Party A.

In this scenario, a quasi-contract may arise between Party C and Party A. Despite Party C’s mistaken belief, the law recognizes that they made the payment under the impression of a valid obligation. As a result, Party A becomes obligated under a quasi-contract to repay Party C the Rs. 1,000 they mistakenly paid on their behalf. This quasi-contractual obligation ensures that Party A does not receive an unjust enrichment and prevents Party C from suffering a loss for a debt that wasn’t theirs.

2. Goods or Services Provided Without a Valid Contract

If goods or services are provided to someone without an actual contract in place, but it is reasonable to expect a payment, a quasi-contractual obligation may be imposed to ensure compensation for the value of the goods or services.

For example : Suppose Party A owns a small restaurant and runs out of essential ingredients needed to prepare their signature dish. Party B, who operates a nearby grocery store, notices Party A’s predicament and delivers the required ingredients to Party A’s restaurant without any prior agreement or contract in place. It is reasonable for Party B to expect compensation for the goods they provided.

In this scenario, a quasi-contract may arise between Party A and Party B. Although there was no explicit agreement, Party B’s act of providing the necessary ingredients created an implied contract-like obligation on Party A to compensate Party B for the value of the goods delivered.

3. Emergencies

In emergencies, where immediate action is required to protect someone’s property or well-being, and there is no opportunity to negotiate a contract, a quasi-contractual obligation may arise to compensate the person who acted to prevent harm or damage.

For example : Let’s say Party A is the owner of a residential property that catches fire due to faulty electrical wiring. Party B, a neighbour who notices the fire, immediately rushes to the scene, breaks into Party A’s house, and uses their own fire extinguisher to put out the flames, thereby preventing further damage and potential harm to Party A’s property.

As a result, a quasi-contractual obligation may arise between Party A and Party B. Party A becomes obligated due to the presence of a quasi-contract to compensate Party B for their efforts in extinguishing the fire and preventing additional harm to the property. The quasi-contract ensures that Party B is not left uncompensated for their actions taken in an emergency where immediate action was required.

Note : It is important to note that quasi-contracts are distinct from actual contracts and not based on the parties’ mutual consent or agreement. Instead, they are created by law to prevent unjust enrichment or provide a remedy in certain circumstances. Quasi-contracts serve as a legal mechanism to ensure fairness and prevent one party from benefiting unjustly at the expense of another, even without a formal contractual relationship.

The principles of quasi-contracts revolve around fairness, restitution, prevention of unjust enrichment, and promoting equity in contractual relationships. These principles guide the imposition and enforcement of quasi-contractual obligations in situations without a contract between the parties.

Here are the key principles of quasi-contracts:

1. Fairness and Equity

Quasi-contracts are founded on the principle of fairness and equity. They aim to prevent one party from unjustly benefiting at the expense of another. When one party receives a benefit or advantage from another, it would be unfair for them to retain that benefit without compensating the other party. Quasi-contracts ensure that parties are treated fairly and that no party is unjustly enriched.

2. Restitution

The principle of restitution is central to quasi-contracts. It entails (involves/requires)  restoring the aggrieved party to their original position before the benefit was conferred. The party who received the benefit must make restitution or provide compensation to the party who conferred the benefit. This principle seeks to restore the balance and rectify any unjust gain obtained by one party at the expense of another.

3. Prevention of Unjust Enrichment

Quasi-contracts are designed to prevent unjust enrichment, which occurs when one party gains a benefit or advantage at the expense of another party without proper justification. The principle of preventing unjust enrichment ensures that parties do not profit unfairly from their actions or receive benefits for which they have not provided consideration. Quasi-contracts aim to restore the rightful position and prevent individuals from retaining benefits that they are not entitled to retain.

4. Remedial in Nature

Quasi-contracts serve as remedial measures to provide a legal remedy when a contract is lacking or insufficient to address the underlying fairness concerns. They ensure justice and equitable outcomes by imposing obligations on parties to prevent unjust enrichment and restore the affected party to their rightful position.

Overall, the principles of fairness, restitution, prevention of unjust enrichment, and the promotion of equity underpin quasi-contracts. These principles guide the imposition and enforcement of quasi-contractual obligations, ensuring that parties are treated fairly and that one party does not profit unjustly at the expense of another.

Quasi-contracts are addressed in section 68 to section 72 of the Indian Contract Act, 1872 .

These sections outline different types of quasi-contracts recognized by Indian law. Here are the types of quasi-contracts as per the Indian Contract Act:

1. Section 68: Claim for Necessaries Supplied to a Person Incapable of Contracting

Section 68 of the Indian Contract Act deals with situations where necessaries (essential goods or services) are supplied to a person incapable of entering into a valid contract. It states that a person who supplies necessaries to someone incapable of contracting or to a person legally bound to support that incapable person is entitled to be reimbursed from the property of the incapable person. The supplier can claim payment for the necessaries provided as if they had a contract.

For example : Let’s consider a scenario involving Party A, Party B, and Party C. Party A is an elderly individual suffering from a mental disability and is incapable of entering into a valid contract. Party B, who is Party A’s legally appointed guardian, is responsible for taking care of Party A’s needs and providing for their well-being.

Party C, a local pharmacist, supplies Party A with essential medications and medical supplies required for their health and sustenance, knowing that Party A is incapable of contracting on its own.

In this situation, Party C, the supplier of necessaries, is entitled to claim reimbursement from Party A’s property or estate for the cost of the medications and medical supplies provided. This entitlement arises because Party A, being incapable of contracting, relies on Party B, who is legally bound to support them, to fulfil their needs.

2. Section 69: Reimbursement of Person Paying Money Due by Another, in Payment of Which He is Interested

Section 69 of the Indian Contract Act addresses scenarios where a person makes a payment to discharge a debt owed by another person, and the payment is made out of an interest or necessity to protect their rights. This section allows the person making the payment to be reimbursed by the person on whose behalf the payment was made. The person making the payment can claim reimbursement as the creditor themselves.

For example : Party A owes a substantial debt to Party B. However, Party C, who has a legal interest in the matter, makes a payment on behalf of Party A to settle the debt and protect its own rights.

In this situation, Party C, the person making the payment, is entitled to be reimbursed by Party A for the amount paid. Section 69 allows Party C to claim reimbursement from Party A as if they were the creditor themselves.

3. Section 70: Obligation of Person Enjoying Benefit of Non-Gratuitous Act

Section 70 of the Indian Contract Act deals with situations where a person benefits from another’s non-gratuitous act. Suppose a person enjoys the benefits of someone else’s actions or services, even though there was no intention to create a contract. In that case, the law obligates the person to compensate the one who performed the act or provided the services. The person receiving the benefit is bound to pay a reasonable amount for it.

For example : Party A, a homeowner, is out of town when a severe storm damages their property, causing a tree to fall on their roof. Party B, a neighbour who witnesses the incident, takes immediate action and arranges for the tree to be removed from Party A’s property to prevent further damage.

In this situation, Party A enjoys the benefit of Party B’s non-gratuitous act, as Party B acted without any expectation of payment or formal agreement. However, Party A still benefits from Party B’s timely intervention in mitigating the damage to their property.

Under section 70, Party A is obligated to compensate Party B for the services rendered. Even though there was no intention to create a contract, the law recognizes the principle of unjust enrichment. Party A is bound to pay a reasonable amount to Party B for their efforts in removing the fallen tree and protecting Party A’s property.

4. Section 71: Responsibility of Finder of Goods

Section 71 of the Indian Contract Act applies to cases where a person finds and takes custody of someone else’s lost goods. If the owner of the goods is not known or easily identifiable, the finder has a duty to take reasonable care of them. The finder is subject to a quasi-contractual obligation to return the goods to the rightful owner or compensate the owner for any loss or damage caused.

For example : Party B finds a valuable necklace in a public park, but the owner is unknown. Party B has a duty to take care of the necklace and make reasonable efforts to return it. If unable to locate the owner, Party B may be required to compensate the owner for any loss or damage. Section 71 ensures responsible handling of lost goods.

5. Section 72: Liability of Person to Whom Money is Paid or Thing Delivered by Mistake or Under Coercion

Section 72 of the Indian Contract Act pertains to situations where money is paid or a thing is delivered to a person by mistake or coercion. If someone receives money or goods mistakenly or due to coercion, the law obligates them to repay or return what they have received. The person who made the payment or delivered the goods can claim restitution or seek compensation for the mistake or coercion.

For example : Party A, intending to pay a debt to Party C, mistakenly transfers the payment to Party B’s bank account due to an error in the account details provided.

Upon realizing the mistake, Party A promptly notifies Party B about the erroneous payment and requests its return. However, Party B, aware of the mistake, refuses to return the funds, claiming entitlement to the money.

In this situation, Party A made a payment to Party B by mistake. Under section 72, Party B is liable to repay the money received to Party A. The law recognizes that Party B has received the funds without any legal right or entitlement, as the payment was made in error.

The above-explained sections of the Indian Contract Act 1872 provide the legal framework for different types of quasi-contracts, addressing various situations where one party is entitled to claim reimbursement, compensation, or restitution based on principles of fairness and equity.

On the Same Note : 5 Circumstances of Quasi Contracts as Per the Indian Contract Act

Below are the judicial pronouncements that guided the interpretation and application of quasi-contract principles in India. They emphasise the importance of fairness, restitution, and prevention of unjust enrichment in imposing quasi-contractual obligations. In addition, the decisions establish precedents that shape the understanding and enforcement of quasi-contracts within the Indian legal system.

Mohd. Ishaq vs State of Jammu and Kashmir (2014)

The Supreme Court of India held that a quasi-contract could arise without a formal agreement between the parties. The court emphasized that the principle of restitution and preventing unjust enrichment is the basis for imposing quasi-contractual obligations.

Kailash Nath Associates vs DDA (2015)

The Delhi High Court ruled that a quasi-contract can be formed when one party, in the absence of an actual contract, performs work or provides services for another party, and the other party receives the benefit of such work or services. The court held that the party providing the services is entitled to fair and reasonable compensation under quasi-contractual principles.

State of Haryana vs Raja Ram (2017)

According to the Supreme Court of India, the existence of a legal contract is not necessary for the creation of quasi-contracts. In this instance, the court emphasised the importance of the unjust enrichment principle and the avoidance of unfair benefits in figuring out the obligation resulting from a quasi-contractual connection.

State of Rajasthan vs Basant Nahata (2019)

The Rajasthan High Court ruled that a quasi-contract can arise when a party makes payments on behalf of another party, and such payments were not voluntary or without any obligation. The court held that the party making the payments is entitled to reimbursement or compensation based on quasi-contractual principles.

State of Madhya Pradesh vs Sahi Infracon India Pvt. Ltd. (2021)

The Madhya Pradesh High Court held that the principle of unjust enrichment is a crucial factor in determining the liability arising from a quasi-contractual relationship. The court ruled that if one party has received a benefit or advantage at the expense of another, the principle of restitution should be applied to restore the aggrieved party to their original position.

Quasi-contracts serve as an important legal concept that fills gaps in contractual relationships and ensures fairness and equity. These contracts are based on principles of restitution, prevention of unjust enrichment, and the promotion of equitable outcomes. While not formed by mutual consent or express agreement, quasi-contracts are imposed by law to prevent one party from unjustly benefiting at the expense of another.

Individuals, businesses, and legal practitioners can navigate contractual relationships more effectively and ensure equitable outcomes by comprehending the principles and legal framework surrounding quasi-contracts. Quasi-contracts are crucial in promoting fairness, upholding restitution, and preventing unjust enrichment within the legal landscape. Understanding and applying these principles contribute to a more just and equitable society in the realm of contractual obligations.

Read Next: Quasi-Judicial Authority in India – Types, Powers, Characteristics, and More

• Latest Posts

• Doctrine of Frustration and Its Essentials, Consequences, and Exceptions - 20th March 2024
• eBanking in India: Its Types and Importance - 19th March 2024
• Forensic Science in the Courtroom - 14th March 2024

How to Start Studying Law – For New, Existing, and Old Students

How to Study and Prepare for Judiciary Exams (13 tips)

11 Tips to Pass AIBE With Bare Acts and MCQ Tests in 2024

How to Write the Best Answer in Judiciary Mains Exam

10 Legal Jobs and Career Options After Law in 2024

Best Books for Judiciary Exam Preparation in 2024

My name is Ankur . I am a law graduate. I was my college topper for five years. In March 2018, I started  WritingLaw.com . The main motive was to make a modern law website that is clean and comfortable.

Everything is going well . This is because of law students, advocates, judges and professors like you, who give me satisfaction, hope and the motivation to keep working. Thank you for your love and support. I hope you have a fruitful time here.

Law Study Material

© 2018-2024 | About Us |  Contact Us | Privacy Policy | T&C | Disclaimer | Cookies | Sitemap

Study says U.S. maternal death rate crisis is really a case of bad data

A new study calls into question the extent of the maternal mortality crisis in the United States, which has long posted a disproportionately high rate of maternal deaths compared with peer nations.

Data classification errors have inflated U.S. maternal death rates for two decades, according to the study , published Wednesday in the American Journal of Obstetrics & Gynecology. Instead of the maternal death rate more than doubling since 2002, it has remained flat, researchers found.

“There has been a lot of alarm and apprehension surrounding the fact that some of these reports show a threefold increase in maternal mortality, and that is not what we found. We found low and stable rates,” said K.S. Joseph, the study’s lead author and professor in the departments of obstetrics and gynecology and the School of Population and Public Health at the University of British Columbia in Vancouver.

A change in the way pregnancy was noted on death certificates 21 years ago to improve the detection of maternal deaths led to “substantial misclassification” and an “overestimation of maternal mortality,” the study found.

In 2003, the National Vital Statistics System added a checkbox to death certificates to note whether the deceased person was pregnant or had recently been pregnant to address concerns that pregnancy-related deaths were being undercounted.

But the box was checked for many deaths that were unrelated to pregnancy or childbirth, researchers found. For example, hundreds of deaths of people 70 or older were mistakenly classified as having been pregnant. Deaths from cancer and other causes also were counted as maternal deaths if the box was checked. As a result, the maternal mortality rates showed a dramatic increase since 2003.

Researchers noted that gaping racial disparities remain — especially between White and Black pregnant people. Black pregnant people die at nearly three times the rate of their White peers because they face higher rates of pregnancy complications such as ectopic pregnancy and eclampsia, as well as chronic diseases such as high blood pressure, heart disease and kidney failure, researchers found.

Some experts say the study’s biggest takeaway is the persistent racial disparities, with many pregnant Black people experiencing more medical complications involving Caesarean sections, postpartum hemorrhaging and preterm births. However the data is calculated, the pattern remains the same, said Colleen Denny, an associate professor in the department of obstetrics and gynecology and director of family planning at NYU Langone Hospital as well as a fellow of the American College of Obstetricians and Gynecologists.

“We should be targeting a lot of our public outreach to focus on conditions that are affecting patients of color while they’re pregnant,” said Denny, who was not involved with the study.

Joseph, whose 2017 paper previously noted the inflated U.S. maternal mortality rates, said: “Many maternal deaths, perhaps more than a half of maternal deaths, are preventable, so we have to initiate programs that address these specific causes of death and prevent them.”

The impetus for the new study was researchers’ confusion over why the U.S. maternal mortality rate was so high compared with other high-income nations, said Cande Ananth, a senior author of the study and chief of epidemiology and biostatistics at Rutgers Robert Wood Johnson Medical School. The authors said U.S. maternal mortality is actually comparable to that of Canada and Britain. Even with the adjusted rate, however, the U.S. rate would remain higher than most peer nations.

The authors decided to ignore the checkbox and count only deaths that listed a cause related to pregnancy.

Under the new criteria, researchers found that the mortality rates were 10.2 per 100,000 live births from 1999 to 2002 and 10.4 from 2018 to 2021. In contrast, the National Vital Statistics System method produced a mortality rate of 9.65 from 1999 to 2002 and 23.6 from 2018 to 2021.

An agency spokesman declined to comment on the new study and instead pointed to its own 2018 report .

In that report, the National Vital Statistics System reviewed several studies that found the pregnancy-and-birth checkbox was being used in error, particularly for people 45 and older. At that time, the agency’s report said that without the checkbox, the rate for maternal mortality would have remained flat since 2002.

To correct for misuse of the checkbox, the agency changed the way it counted deaths. It stopped classifying deaths as pregnancy-related for people over age 44 unless there was a specific cause of death tied to pregnancy or delivery. But for those 44 or younger, the agency continued to classify every death with the box checked as being related to pregnancy or delivery — even if the specific cause of death was unrelated.

Despite the study’s conclusion that use of the checkbox led to excessively high calculations of maternal mortality, the National Vital Statistics System said in its 2018 report that it would continue to calculate rates from the checkbox to avoid undercounting maternal mortality.

Other experts say the new study can be helpful to expand the ways public health initiatives are targeted to yield better outcomes.

This is an opportunity to rethink how the nation tracks maternal health outcomes and create a better system to help identify problems and interventions, said Chiamaka Onwuzurike, medical director of the gynecology clinic at Brigham and Women’s Hospital and an instructor at Harvard Medical School who was not involved with the study. “If we keep our blinders up and think that things are working well and our systems are tracking things appropriately, what good does that really do us?”

In 2022, the White House released a blueprint to address the maternal health crisis, outlining federal actions and long-term goals for improvement. But the federal government needs to better track progress toward achieving these goals, according to a February report from the Government Accountability Office .

Examining indirect causes of maternal deaths, including mental health, can lead to policies and interventions aimed at minimizing the instances of non-obstetric causes of death, according to Amita Vyas, a professor in the department of prevention and community health and director of George Washington University’s Center of Excellence in Maternal and Child Health.

“When we think about maternal deaths, it’s not just in pregnancy or during childbirth,” Vyas said. “We lose the ability to design lifesaving interventions if we disregard other indirect pregnancy-related factors in the postpartum period.”