Contract Termination

Subject LAWS70444 (2014)

Note: This is an archived Handbook entry from 2014.

Credit Points: 12.50
Level: 7 (Graduate/Postgraduate)
Dates & Locations:

This subject has the following teaching availabilities in 2014:

August, Parkville - Taught on campus.
Pre-teaching Period Start not applicable
Teaching Period not applicable
Assessment Period End not applicable
Last date to Self-Enrol not applicable
Census Date not applicable
Last date to Withdraw without fail not applicable

Timetable can be viewed here. For information about these dates, click here.
Time Commitment: Contact Hours: The total class time is between 24 and 26 hours.
Total Time Commitment: Not available
Prerequisites: None
Corequisites: None
Recommended Background Knowledge:

Applicants without legal qualifications should note that subjects are offered in the discipline of law at an advanced graduate level. While every effort will be made to meet the needs of students trained in other fields, concessions will not be made in the general level of instruction or assessment. Most subjects assume the knowledge usually acquired in a degree in law (LLB, JD or equivalent). Applicants should note that admission to some subjects in the Melbourne Law Masters will be dependent upon the individual applicant’s educational background and professional experience.

Non Allowed Subjects: None
Core Participation Requirements:

The Melbourne Law Masters welcomes applications from students with disabilities. The inherent academic requirements for study in the Melbourne Law Masters are:

  • The ability to attend a minimum of 75% of classes and actively engage in the analysis and critique of complex materials and debate;
  • The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
  • The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and to critically evaluate these;
  • The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
  • The ability to work independently and as a part of a group;
  • The ability to present orally and in writing legal analysis to a professional standard.

Students who feel their disability will inhibit them from meeting these inherent academic requirements are encouraged to contact the Disability Liaison Unit:


Mr John Randall


For more information, contact the Melbourne Law Masters office.

Phone: +61 3 8344 6190

Subject Overview:

Contract is central to the legal regulation of most commercial and economic activity, and underlies many specialist areas of legal practice. As market costs and values move, many contracts become increasingly valuable to one party and burdensome to the other. One party’s ability to terminate, or successfully to resist the termination of, a commercial contract is frequently a matter of considerable financial importance. The complex interaction between common law termination rights and rights to terminate expressly conferred by clauses in the contract in question is seldom properly understood, as many of the cases from which this course is taught illustrate. The lecturer, John Randall, who has been a practising QC since 1995 and a Deputy Judge of the English High Court since 2000, brings a wealth of practical experience of commercial legal disputes to his teaching of this subject.

This subject is taught from selected cases rather than text books. Principal topics will include:

  • Breach of strict conditions, including what makes a term a strict condition
  • Breaches of intermediate terms, and what makes them sufficiently serious to found a termination
  • Repudiation/Renunciation, and when they will be inferred
  • Anticipatory Breach and its consequences
  • Breach of time obligations, and the use and consequences of Notices to Perform/Complete
  • Express Termination Clauses—the different principles concerning their operation, and ‘compare and contrast’ the principles concerning termination at common law
  • Limits on an aggrieved party’s right to terminate through:
    • Election/affirmation
    • Estoppel
    • Absence of readiness, willingness and ability to perform on his/her own part
    • Relief from forfeiture
  • Remedies accompanying effective or attempted terminations, including:
    • Principles of quantifying expectation damages at common law
    • Limited rights to damages accompanying termination pursuant to an express clause
    • Contractual rights to remuneration accrued due prior to the termination
    • Exceptional limitation on the recoverability of contractual remuneration.
Learning Outcomes:

A student who has successfully completed this subject will:

  • Have a detailed familiarity with and sound understanding of the principles governing the lawful termination of contracts both at common law and pursuant to express termination clauses, their historical derivation, the legal limits on the same and the legal consequences of the same
  • Have developed the ability competently to conduct a structured and analytical analysis of more complicated appellate decisions in the field of contract law, and accurately to identify exactly what legal issues fell for determination in such cases
  • Have a detailed familiarity with and sound understanding of many of the leading appellate decisions on the termination of contracts and linked issues in Australian law
  • Be able to identify the relevant legal issues raised by a wide range of more complicated and commercially realistic fact patterns, particularly those commonly arising in disputes concerning the termination of contracts in the commercial field, to identify and confidently apply the relevant legal principles to the same, and thereby to reach well-reasoned, problem solving conclusions on those situations
  • Have developed the communication skills to articulate and convey to others complex legal analysis regarding the termination of contracts
  • Have developed a heightened understanding of the role of the law of contract in facilitating the effective functioning and regulation of commercial activity in a market economy and, more generally, contemporary Australian society.
  • Class participation, including case presentations (20%)
  • Take-home examination (80%) (17 – 20 October)
Prescribed Texts:

Core subject materials will be provided free of charge to all students. Some subjects require further texts to be purchased. Details regarding any prescribed texts will be provided prior to the commencement of the subject.

Breadth Options:

This subject is not available as a breadth subject.

Fees Information: Subject EFTSL, Level, Discipline & Census Date
Links to further information:

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