This chapter introduces the vision of contract law adopted in this book, based on two concentric spheres: an inner sphere encompasses an economic realm rooted in values such as freedom and sanctity of contract, reflecting a non-interventionist approach that can accommodate imbalanced transactions and an outer sphere shaped by public policy concerns, which embodies social values such as the protection of relational autonomy and human dignity. The chapter justifies the structure of the book, the choice of legal frameworks examined, as well as the relevance of this study for disability equality and contract legal research.

This chapter highlights the interconnection between economic and social values in the contractual realm, rooted in a perception of people as holder of rights and a broad interpretation of autonomy and human dignity that looks beyond individualistic values. With a focus on grossly asymmetrical contracts, it promotes an understanding of vulnerability in the contractual context based on the circumstances of the transaction, rather than on people’s medical conditions. The chapter reflects on the merits and drawbacks of the UN Convention on the Rights of Persons with Disabilities (UNCRPD) as a potential benchmark for promoting a vision of contract law that responds to both economic and social concerns and recognises the equality of all human beings. The second part considers how English contract law could be brought closer to the equality vision promoted by the UNCRPD, proposing an understanding of the contractual realm based on concentric economic and social spheres, shaped by fluid boundaries, and reflecting on the relevance of contract law as part of a broader set of measures to ensure a fairer society.

This chapter brings together the idea of bridges between economic and social concerns. The discussion reinforces the need to recognise the outer sphere of contracting in holding these connections together, recognising the role of contract law in protecting both economic values (including freedom and sanctity of contract) and social values (including relational autonomy and human dignity). A suggested path to succeed in these endeavours is to embrace the idea of complementarity in contract law, which enables us to accept the coexistence of ideas that may appear, initially, to be mutually exclusive. The idea of complementarity in contract law enables us to see economic and social values not as antagonistic, but as coexisting parts of interconnected spheres.

This chapter focuses on the second bridge between economic and social values in contract law, examining the role played by regulation in bringing together these values. The discussion questions the effectiveness of regulatory responses to business to consumer (B2C) relations in English consumer contract law, in protecting people not just as economic actors, but also as citizens, and in safeguarding values such as autonomy and human dignity. The analysis focuses on the regulation of unfair contract terms, unfair commercial practices, implied terms in contracts for the provision of goods, services and digital content, and on information and cancellation rights in business to consumer (B2C) contracts. This chapter also examines the concept of consumer vulnerability in trader– consumer relations.

If English Contract Law had its own version of a ‘periodic table’, vitiating factors would form one group of elements. These include, among others, incapacity, nonest factum, mistake, misrepresentation, duress, undue influence and unconscionability. These factors could enable innocent parties, including parties who find themselves in a position of vulnerability due to absence of accessible and appropriate information, to escape the consequences of disadvantageous transactions. A narrow interpretation of these factors, focused on preserving the sanctity of contract and holding parties to their transactions, would restrict intervention solely to procedural grounds. On the other hand, a broad interpretation focused on both procedural and substantive fairness, would be closer to the values pursued by the UN Convention on the Rights of Persons with Disabilities (UNCRPD), including the protection of (individual and relational) autonomy and human dignity. This chapter calls for a broad interpretation of vitiating factors, perceiving them as ‘conduits of fairness’ in English contract law.

The third bridge is explored in chapter five and focuses on the connection between constitutional values and private law. The analysis concentrates on the values of autonomy and human dignity and their interplay with the principle of freedom of contract in English contract law. The discussion also reflects on the link between the UNCRPD, the European Convention on Human Rights (ECHR), the Human Rights Act (HRA) 1998, and English contract law, and suggests that rather than looking for a seamless bridge that links the UNCRPD directly with English contract law, we should look for steppingstones connecting the UNCRPD, the ECHR, the HRA and domestic private law. This chapter also discusses the values of participation and inclusion, with a focus on the idea of influence vulnerability explored in the previous chapter, and reflects on the need to enhance the influence of persons with disabilities and DDPOs in shaping legislative developments in English law, including consumer contract law.

This chapter examines the exclusive distribution agreement, namely the contract by which the supplier undertakes towards the exclusive distributor to supply the supplier with certain goods at a certain price and to ensure the supplier exclusivity within a certain territory, in exchange for the exclusive distributor’s undertaking to pay the price and to promote the sale of the goods in the allocated territory. This chapter firstly explores the notion of the exclusive distribution agreement and its functions before examining its legal nature and delimitations with other contracts found under Swiss law. This chapter then moves on to the conclusion of the exclusive distribution agreement and examines in detail the obligations of the supplier and exclusive distributor. Finally, this chapter explores the non-performance of the exclusive distribution agreement and the end of the exclusive distribution agreement with particular emphasis on the compensation for goodwill.

This chapter explores the simple mandate contract which is governed by Articles 394–406 of the Swiss Code of Obligations. This chapter commences with the sources of this contract, its main characteristics as well as its delimitations with other contracts. This chapter then moves on to discuss the formation of the simple mandate contract before discussing in detail the obligations of the agent and the principal. These include the agent’s obligation to provide the promised services, duty to render the services in a diligent and faithful manner, duty to give an account, duty to return and duty to transfer vested rights as well as the principal’s duty to reimburse expenses, duty to discharge the agents from their obligations, duty to compensate for any loss incurred and obligation to pay fees. Finally, this chapter explores the end of the simple mandate contract either by termination or due to legal reasons.