Past consideration Flashcards
Topalsson GmbH v Roll-Royce Moto Cars Ltd [2023].
Rolls-Royce contracted Topalsson to develop digital visualization software for its vehicles. Topalsson failed to meet agreed-upon milestone dates in the project plan, leading Rolls-Royce to terminate the contract. The court upheld the termination, ruling that the milestone dates were contractually binding and that Topalsson’s delays justified Rolls-Royce’s decision .
Onecom Group Ltd v Palmer [2024].
the High Court ruled that Onecom’s breach of warranty claims were not time-barred under the Share Purchase Agreement’s (SPA) six-month limitation period. The court determined that the claims were contingent and unquantifiable until the independent expert’s determination of the earn-out payment, which occurred in June 2023
Consequently, the court dismissed Mr. Palmer’s application for summary judgment or strike-out, allowing Onecom’s claims to proceed to trial .
Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018].
the Supreme Court upheld the enforceability of a “No Oral Modification” (NOM) clause in a licensing agreement, ruling that oral variations to the contract were ineffective unless made in writing and signed by both parties as stipulated by the clause.
Barton v morris [2023]
the UK Supreme Court held that Mr. Barton was not entitled to any payment because the oral agreement specified a £1.2 million fee only if the property sold for £6.5 million, and it ultimately sold for £6 million. The Court ruled that neither an implied term nor a claim for unjust enrichment could override the express terms of the contract, emphasizing that courts should not rewrite agreements when parties have clearly allocated risks.
Roscorla v Thomas [1842]
After buying a horse, the buyer was assured it was “sound and free from vice” — but this promise came after the sale was complete.
The court had to decide if the seller’s post-contract promise could be enforced. The court held it could not — a promise made after a contract lacks consideration, so it’s not legally binding.
ReMcArdle [1951]
Re McArdle involved a dispute over improvements made to a house owned under a trust, where a wife made renovations and later sought reimbursement from beneficiaries.
The court held the agreement to repay her was unenforceable because it was past consideration—made after the work was done without prior contractual obligation.
Pao On v Lau Yiu Long [1980]
This case established that a promise made in return for a past act can be enforceable if the act was done at the promisor’s request, with an understanding that it would be compensated later. It clarified key principles in economic duress and consideration, influencing modern contract law significantly.
Chappell & Co Ltd v Nestle’ Co Ltd [1960]
