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A subsequent unforeseen event makes performance impossible or fundamentally different from what was contracted for. You must analyse: (1) whether frustration applies; (2) what the consequences are under common law and the Law Reform (Frustrated Contracts) Act 1943.

Lord Radcliffe: 'such a change in the significance of the obligation that the thing undertaken would, if performed, be a different thing from that contracted for.' Financial hardship alone is not enough. Compare Krell v Henry [1903] (commercial purpose gone) v Herne Bay Steam Boat v Hutton [1903] (cruise unaffected — not frustrated).

(1) Self-induced frustration: cannot be used where the party brought about the frustrating event (The Eugenia [1964]). (2) Foreseeability: if the event was foreseeable, it may not frustrate (The Sea Angel [2007]). (3) Express provision: force majeure clauses may apply instead (Classic Maritime v Limbungan [2019]). (4) Must be absolute — partial impossibility unlikely to suffice.

s.1(2): money paid before frustrating event is recoverable; payee may retain expenses reasonably incurred. s.1(3): a 'just sum' recoverable where a party obtained a valuable non-monetary benefit before the frustrating event. Courts have discretion in determining what is just — BP Exploration v Hunt [1982] guidance applies.

(1) A false statement of existing fact (not opinion, future intention or law — Bisset v Wilkinson [1927]; Edgington v Fitzmaurice [1885]); (2) made by the representor to the representee; (3) which induced the representee to enter the contract. Silence generally not actionable (Fletcher v Krell) — exceptions: contracts uberrimae fidei, fiduciary relationships, half-truths (Dimmock v Hallett [1866]).

Fraudulent (Derry v Peek [1889]): deliberate/reckless falsehood — rescission + all foreseeable losses. Negligent (Hedley Byrne; Misrepresentation Act 1967 s.2(1)): s.2(1) reverses burden — representor must disprove negligence; rescission + damages. Innocent (s.2(2)): court may award damages in lieu of rescission at its discretion. All three carry the right to rescind unless bars apply.

(1) Affirmation — continuing with the contract after discovering misrepresentation; (2) Lapse of time — undue delay (Leaf v International Galleries [1950]); (3) Restitution impossible — cannot restore parties to pre-contractual position; (4) Third party rights — bona fide purchaser for value acquires good title; (5) s.2(2) MA 1967 — court substitutes damages for rescission in negligent/innocent misrepresentation.

EXPECTATION LOSS (Robinson v Harman [1848]): puts the claimant in the position they would have been in had the contract been performed — the 'benefit of the bargain.' This is the default measure. RELIANCE LOSS (Anglia Television v Reed [1972]): puts the claimant in the position they would have been in had they never entered the contract — recovers wasted expenditure. Reliance loss as an alternative where expectation is difficult to prove.

Damages recoverable if: (1) arising naturally from the breach in the usual course of things (first limb — objective); OR (2) such as may reasonably be supposed to have been in the contemplation of both parties at the time of contracting as the probable result of breach (second limb — subjective/actual knowledge). Victoria Laundry v Newman [1949] and The Achilleas [2008] (Lord Hoffmann) further develop the second limb.

Claimant must take reasonable steps to mitigate loss — cannot recover avoidable loss (British Westinghouse v Underground Electric [1912]). Does not need to do what is unreasonable to mitigate. Contributory negligence does not apply to contractual claims (Forsikringsaktieselskapet Vesta v Butcher [1989] — unless concurrent in tort).

Replaced UCTA 1977 for consumer contracts. Implies terms that: goods are of satisfactory quality (s.9); fit for purpose (s.10); match description (s.11). Consumer can reject goods within 30 days of delivery for short-term right to reject (s.22). After 30 days: repair or replacement first (s.23); then price reduction or final right to reject (s.24). Also controls unfair terms — terms not individually negotiated are unfair if they cause significant imbalance contrary to good faith (s.62).

Goods must meet the standard a reasonable person would regard as satisfactory — taking into account price, description and all relevant circumstances. Includes: fitness for all common purposes; appearance and finish; freedom from minor defects; safety; durability. Not satisfactory quality if defects specifically drawn to buyer's attention before contract (s.9(4)(a)).

s.62: a term is unfair if it causes significant imbalance in the parties' rights and obligations to the detriment of the consumer, contrary to good faith. Unfair terms are not binding on the consumer (s.62(1)). Core terms (price and main subject matter) exempt only if transparent and prominent (s.64). Grey list in Schedule 2: terms presumptively unfair.

A threat — not necessarily unlawful — used to obtain contractual variation or entry into a contract, which vitiates consent. Renders the resulting contract voidable (not void). Developed from physical duress doctrine in cases like The Siboen and The Sibotre [1976] and The Atlantic Baron [1979]. Key issue: does it require an unlawful act/threat?

Pakistan Airlines threatened to withdraw Times Travel's appointment as a ticket agent (a lawful act) unless TT waived historic unpaid commission claims. SC held: economic duress CAN arise from a lawful act but ONLY where: (1) the threatened party has no real alternative other than submission; AND (2) the threatening party made an illegitimate demand. Lord Hodge (majority): illegitimacy assessed objectively — a demand is illegitimate if made in bad faith. Lord Burrows (minority): stricter — lawful act duress should only apply in very limited categories.

Classic economic duress: threat of an UNLAWFUL ACT (e.g. breach of contract) used to obtain agreement. Requirements: (1) a threat (usually of breach of contract); (2) the threat was a 'significant cause' inducing the agreement (Huyton v Peter Cremer [1999] — 'but for' test); (3) the victim had no practical choice but to submit; (4) victim protested at the time or shortly after. Atlas Express v Kafco [1989]: classic example — supplier threatened not to deliver without higher rates; agreement vitiated.

Commercial pressure ≠ duress. Williams v Roffey Bros [1990]: commercially motivated renegotiation giving practical benefit = valid consideration and not automatically duress. Key distinction: was the pressure such that the victim had no real alternative (CTN Cash & Carry v Gallaher [1994] — threat to withdraw credit not duress where genuine business reasons existed). Times Travel: requires demonstration that the demand was made in bad faith — testing purpose and reasonableness of the threatening party.