Russell J Kelsall – The Student Law Journal

15 July 202418 July 2024

Agency: Law and Principles

Agency: Law and Principles by Roderick Munday
Publisher: Oxford University Press
Edition: 4th Edition (February 2022)
ISBN: 978-0-19285619-7
Price: £135.00
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For any commercial practitioner, the concept of agency is never far away. For example, many businesses operate using commercial agents (which is highly regulated) or have third parties selling goods for them. There may also be ad hoc agency arrangements, or more formalised agency relationships. There can also be ‘agency’ relationships (in a broader sense) which impose particular duties (for example, a fiduciary duty or some other duty of disclosure or information). Agency: Law and Principles brings together all of those concepts into a practical and accessible account of the law.

Agency: Law and Principles is split into thirteen chapters: the nature of agency; creation of agency; the actual authority of the agent; apparent authority; authority deriving from agency of necessity; ratification; the agent’s liability for breach of warranty of authority; legal relations between principal and agent: duties the agent owes to his principal; legal relations between principal and agent: rights of the agent against the principal; legal relations between principal and agent; the tortious liabilities of principal and agent; legal relations between agent and third party; and termination of agency. Each chapter is sub-divided into a series of short and clear paragraphs.

I have been a fan of Agency: Law and Principles for a number of years. This new edition has impressively and seamlessly incorporated of a significant amount of new material. For example, it considers the implications of the European Withdrawal Act 2018 on the English Court’s interpretation of the Commercial Agents (Council Directive) Regulations 1993. It also considers the important distinction between agents, employees and independent contractors: a topic which led to the UK Supreme Court’s decisions in Various Claimants v Catholic Child Welfare Society [2012] 3 WLR 1319 and, more recently, the decisions in WM Morrison Supermarkets plc v Various Claimants [2020] AC 989 and Barclays Bank plc v Various Claimants [2020] AC 989.

For anyone dealing with the knotty topic of agency law, Roderick Munday’s Agency: Law and Principles provides a clean and accessible account of the law. It covers a wide range of topics including commercial agents under the Commercial Agents (Council Directive) Regulations 1993, statutory agents under the Factors Act 1889 and more general agency relationships. Its layout is also clear and accessible; allowing the reader to quickly find the relevant passages. The footnotes also provide a great starting point for further research on more nuanced issues.

Reviewed on 15 July 2024

9 July 20248 July 2024

Mann and Proctor on the Law of Money

Mann and Proctor on the Law of Money by Charles Proctor
Publisher: Oxford University Press
Edition: 8th Edition (January 2023)
ISBN: 978-0-19880492-5
Price: £295.00
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More than ten years have passed since the last edition of Mann and Proctor on the Law of Money was published. Since then, there have been significant developments. These include the impact of Brexit on monetary law, the development of cryptocurrencies (including Bitcoin) and whether such currencies constitute money and not property, the continuing role of the International Monetary Fund and the European Central Bank on the Greek crisis and the effect of hyperinflation in countries like Zimbabwe. All of these changes have been seamlessly incorporated into this latest edition.

This eighth edition is split into six parts: the concept of money and monetary systems; the private law of monetary obligations; the principle of nominalism; exchange, controls, exchange rates and sanctions; public international law of money; and monetary unions and other forms of monetary organisation. Each part then includes a number of chapters. For example, Part I includes chapters on: the concept of money; the organisation of the monetary system; the role of the central bank; and payment systems.

Like earlier editions, Mann and Proctor on the Law of Money provides an indispensable and coherent account of the law of money. It is both thought-provoking and accessible. It tackles the latest developments in a clear and comprehensible way. For example, it makes the point that “a virtual currency has no monetary status does not mean that it has no legal status at all – the status of Bitcoin as a form of property in the eyes of English law has provisionally been confirmed by the High Court“. It also clearly explains to the reader that a “further set of problems may arise where cross-claims in different currencies have to be determined and settled by means of a single judgment” and provides clear and practical guidance.

For anyone looking for a clear, accessible and comprehensive account of the law of money, they should make sure a copy of Mann and Proctor on the Law of Money remains close to hand. It is littered with extremely detailed footnotes which provide a treasure-trove of materials for further research: an invaluable inclusion. It also provides an excellent and clear analysis of some of the more tricky topics from Brexit to hyperinflation to cryptocurrencies. It will no doubt continue to be a favourite of practitioners for years to come.

Reviewed on 9 July 2024

24 June 202224 June 2022

Treitel: The Law of Contract

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Treitel: The Law of Contract by Edwin Peel
Publisher: Sweet & Maxwell
Edition: 15th Edition (March 2020)
ISBN: 978-0-41407071-4
Price: £37.95
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Now in its fifteenth edition, Treitel: The Law of Contract remains simply one of the best textbooks on contract law for both students and practitioners alike. It is both clearly written and well-research meaning that the reader can be assured of an authoritative account of the law of contract. Complex legal issues are tackled with just the right amount of detail. For example, there is a critical analysis of the law of mistake following the House of Lords’ decision in Shogun Finance Limited v Hudson [2003] UKHL 62. This is vital for both students (particularly those looking for extra marks) and practitioners advising (for example) motor finance lenders on the position where a rogue applies for, and obtains, credit from a lender.

This latest edition has been thoroughly updated to include a number of important legal cases including Arnold v Britton & Others [2015] UKSC 36 and Wood v Capita Insurance Services Limited [2017] UKSC 24 on contractual interpretation, Marks & Spencer plc v BNP Paribas Securities Services Trust Company (Jersey) Limited [2015] UKSC 72 on implied terms and Cavendish Square Holding BV v Makdessi [2015] UKSC 67 on penalties at common law. The text has also been updated to reflect the impact of the Consumer Rights Act 2015 (particularly on the fairness of terms).

What remains impressive with Treitel: The Law of Contract is its balance: it is often easy for textbooks (particularly as the number of editions increase) to lose their focus. But not so with Treitel: The Law of Contract. Each chapter provides a fludily written account of the law of contract together with detailed footnotes (which often provide a treasure trove of further research materials). This is to be applauded: it means that it is a text which is close to my desk at all times.

For anyone practising or studying this intriguing and complex area of law, they need look no further than Treitel: The Law of Contract for an indispensable guide to the principles, case law and statutory provisions. Whilst students new to contract law may wish to read an introductory text to familiarise themselves with some of the basic principles, those wanting an authoritative, engaging and thought-provoking consideration of the law need look no further.

Reviewed on 24 June 2022

5 April 2021

Business Law

This sixth edition of Business Law has been thoroughly updated to include the latest developments since the last edition. These include a number of important cases (both domestic and from the European Union), the latest legislation (including the Employment Rights Act 1996 (Itemised Pay Statement) (Amendment) Order 2018 and the Employment Rights (Employment Particulars and Paid Annual Leave) (Amendment) Regulations 2018) and newly written text on the General Data Protection Regulation and Data Protection Act 2018. All of these changes have been seamlessly incorporated without impacting the balance of the text.

Business Law is split into seven parts: introduction; the English Legal System; contractual obligations; tortious liability; company law; agency law; employment; and intellectual property and data protection. Each part (except for the introduction, agency law and intellectual property and data protection) includes a number of chapters. For example, the part on contractual obligations includes chapters on: establishing an agreement: offer and acceptance; terms of a contract; statutory regulation of contracts; and ending the contract. The part on the English Legal System includes chapters on: creating, finding, and applying the law; and dispute resolution for businesses. There are therefore very few areas of day to day business life which are not covered by Business Law.

The aim of Business Law is simple: to help the reader understand the law of a business and the legal principles surrounding its operation. This is an ambitious aim. This is because one of the difficulties of any business law course is a student is being taught the basic principles of business law; not an in-depth study of all of the area of the law covered by the module. It is therefore inherent in any textbook designed for business law students that the text’s approach will be understandably higher level. This is not, however, a criticism of Business Law: this text admirably provides a clear summary and explanation of the legal principles.

But what this approach does mean is that Business Law is an important text for both students studying business law and anyone involved in running a business from directors to senior managers. If you have the broad understanding of the law which Business Law covers, a business is more likely to operate compliantly and less likely to need to engage a lawyer in a distressed position. The Online Resource Centre also provides some excellent additional material including flashcards for cases, self-test questions, indicative answers and additional material. At £36.99 at the time of this review, Business Law is also well-priced.

Reviewed on 5 April 2021

22 February 202118 February 2021

The Civil Procedure Rules at 20

Civil Procedure Rules at 20 is a collection of presentations and papers to mark the twentieth anniversary of the Civil Procedure Rules 1998 (or the CPR as they are simply known now) coming into force. Many of these were delivered orally at the ‘CPR at 20 Conference’ at the Bonavero Institute of Human Rights, held at Mansfield College, Oxford, in 2019. The presentations and papers have been edited and extended to provide a permanent record available to a wider audience. Civil Procedure Rules at 20 therefore provides a fascinating insight for any commercial or civil litigator.

As a bright-eyed work experience student at a small firm of solicitors back in late 1998, I remember attending a training session on the (then) forthcoming Civil Procedure Rules 1998 (often called the ‘Woolf Reforms’). One of the senior partners, with a broad Yorkshire accent, had more than a fair amount of cynicism that CPR would achieve its ambitious aims. It is perhaps safe to say that the CPR removed a lot of old-fashioned language but, somewhat unfortunately, the CPR have grown year on year meaning the biggest criticism of the CPR is the sheer volume of rules and practice directions for litigants to master (and both The White Book and The Green Book come in two very heavy tomes).

But what is fascinating to read in the Civil Procedure Rules at 20 is the various views on the CPR, their effectiveness and their future. There are a number of captivating chapters including a chapter on the practitioners’ perspective: this canvassed the views from partners at Herbert Smith Freehills’ Disputes team. It is interesting to see how many of their experiences are similar to my own, but there are some marked differences. There is also delightful chapter on limitation periods and class actions: raising many of the challenges around class actions and the impact for participants who are not part of the class. There are also a number of chapters from current and former members of the judiciary; it is never a bad idea to see how a judge’s mind works so these are a wonderful inclusion.

Any civil or commercial litigator needs to understand the CPR, what it requires and where it may go in the future. Andrew Higgins’ superbly edited Civil Procedure Rules at 20 will be of considerable interest to any practitioner. I have found it both thought-provoking and a book that made me reflect upon my own bad practice – no bad thing at all. I therefore wholeheartedly commend Civil Procedure Rules at 20. At only £80 at the time of this review, it is a book which should appear on any serious litigator’s bookshelf.

Reviewed on 22 February 2021

18 February 202118 February 2021

Contract Law: Text, Cases and Materials

Many undergraduates, particularly on popular modules like contract law, face a difficult decision when selecting a textbook for their undergraduate contract law course: there are simply so many good contract law textbooks. Contract Law: Text, Cases and Materials by Professor Ewan McKendrick QC, one of the leading academic contract lawyers, aims to combine text, cases and materials into one succinct and lucid text. In my view, he achieves this aim with considerable ease.

Contract Law: Text, Cases and Materials is divided into five parts: formation; terms; setting the contract aside; remedies for breach; and third party rights. This layout has been used successfully for many years. The material is logically arranged so it follows the life of a contract: from formation to its death (or performance). I am a big fan of such an approach because it gives a superb skeleton for the material allowing relevant sections to be quickly found. It also includes a wonderful Online Resource Centre which, at the time of writing, includes a wealth of additional materials (including self-test questions).

Unlike many text, cases and materials textbooks, McKendrick has used all of his skill and judgment to select the right balance throughout the text. Lucidly written, each case or material seamlessly flows into the main text ensuring the reader’s attention is not lost. By using a coloured background on cases and materials, it is also clear where these end and the text begins. Impressively, McKendrick’s Contract Law: Text, Cases and Materials is able to distil even the most complex of issues into a few sentences: this is some achievement!

Contract Law: Text, Cases and Materials unsurprisingly contains an excellent mixture of cases, materials and commentary. McKendrick’s writing style ensures these are seamlessly combined. Contract Law: Text, Cases and Materials provides a comprehensive account of the law and leading cases and materials. It can therefore be used on its own or as a supplement for an introductory contract law text. It is, and continues to be, one of the best, if not the best, text, cases and materials book on contract law.

Reviewed on 19 February 2021

30 December 2020

Core Text: O’Sullivan & Hilliard’s The Law of Contract

**O’Sullivan & Hilliard’s Law of Contract** *by Janet O’Sullivan*
**Publisher:** Oxford University Press
**Edition:** *9th Edition (April 2020)*
**ISBN:** *978-0-19885317-6*
**Price:** *£32.99*
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For many students, contract law is a topic which they study in their first semester of their first year. There is a clear reason for this: contract law is a building block for many other legal topics. And it is also a topic that allows students to understand its practical application. Which students have not, for example, bought something in a shop? But contract law is more than an introductory topic: it is one which pervades throughout many other areas of law. Rarely does a day go past for any practitioner when they are not considering contractual principles. For example, practitioners have recently dusted off textbooks to consider whether Brexit is an event of frustration (the Court of Appeal said ‘no’ in the context of a lease in Canary Wharf (BP4) v European Medicines Agency [2019]).

It is therefore important for students to have a solid understanding of contract law principles, and to have an excellent textbook not just for contract law modules but also for other related modules (including commercial law, consumer law, employment law and property law). Being part of Oxford University Press’ Core Text Series, O’Sullivan & Hilliard’s The Law of Contract by Janet O’Sullivan aims to provide an essential guide for undergraduate and GDL students. To my mind, there are very few which are better than O’Sullivan & Hilliard’s The Law of Contract: it provides one of the clearest and most coherent introductions to this fascinating and important area of law.

O’Sullivan & Hilliard’s The Law of Contract, now in its ninth edition, is split into eighteen chapters: general themes and issues; offer and acceptance I: general principles; offer and acceptance II: two related principles; certainty; consideration and estoppel; privity; terms of the contract I; terms of the contract II: common law and statutory control on unfair terms; misrepresentation and non-disclosure; duress; undue influence; unconscionable bargains; common mistake and rectification; frustration; discharge of a contract for breach; remedies I: compensatory damages; remedies II: specific remedies; and remedies III: other non-compensatory remedies. There are also two chapters on the Online Resource Centre (“ORC”): incapacity; and illegality and public policy. The ORC also provides a wealth of additional material (including guidance on questions in the book and web links).

Readers old enough to remember the early editions of O’Sullivan & Hilliard’s The Law of Contract will no doubt have fond memories of a well-written and superbly balanced text. These features continue to shine through this latest edition. It continues its reputation of providing a succinct narrative on basic contractual principles while, at the same time, expanding on those issues requiring a fuller consideration. The material is clearly set-out and well cross-referenced allowing further research. Each chapter includes a summary and suggestions for further reading: this is ideal for independent research. This latest edition incorporates some of the latest changes including the UK Supreme Court’s decision in MWB Business Exchange Centres Limited v Rock Advertising Limited [2019] on consideration and oral variation and Wells v Devani [2019] on contract formation, certainty and implied terms.

I wholeheartedly recommend O’Sullivan & Hilliard’s The Law of Contract. There are few, if any, better introductory contract law texts. The material is (and always has been) succinct and accessible. Key issues are given sufficient analysis without skimming over the key principles (which is often a problem for introductory texts). If you are a student, you should not be without it. If you are a practitioner, it should be a text which remains close to hand. It is one of those texts which I keep close to hand and continue to consult on a regular basis (and will no doubt do so for many years to come).

Reviewed on 30 December 2020

5 October 20203 October 2020

Anson’s Law of Contract

It has been a number of years since I had the pleasure of reviewing Anson’s Law of Contract. But it was, and still is, one of my favourite textbooks on contract law. This new 31st edition, published in May 2020 by Oxford University Press and written by an outstanding author line-up, includes twelve Supreme Court cases, more than fifteen decisions of the Court of Appeal, and a number of significant High Court decisions.

But what is not lost with all of these news cases is its plain and accessible style. It is perhaps one of the best contract law texts for both students and practitioners alike. It confidently explains the law and, where there is uncertainty, the competing points. For example, I recently had to cast my mind back to classic law school principles of when ‘acceptance’ of an offer took place where it was communicated by post. In just a few pages, the answer (and the case-law memories) of law school came flooding back.

Anson’s Law of Contract is split into five parts: formation of contract; contents of the contract; factors tending to defeat contractual liability; performance and discharge; remedies for breach of contract; and limits of the contractual obligation. Each part, in turn, has at least two chapters. And whilst the authors say they have pruned the material, the text is no worse off for it.

For many financial services practitioners, COVID-19 has led to considerable focus on the tension between the House of Lords’ decision in Foakes v Beer (1884) 9 App Cas 605, and the Court of Appeal’s decision in Williams v Roffey Bros & Nicholls (Contractors) Limited [1995] 1 WLR 474. There is a fascinating discussion on this topic, including consideration of the hope (which was later dashed) that it would be resolved by the UK Supreme Court in MWB Business Exchange Centres Limited v Rock Advertising Limited [2018] UKSC 24.

Any student, or indeed any practitioner, looking for an accessible, thorough and stimulating analysis of contract law should look no further than Anson’s Law of Contract. It (once again) has come up with the goods: and will be a vital aide to some of the tricky contractual law issues which lawyers often face.

Reviewed on 5 October 2020.

23 December 20197 June 2020

Core Text: Company Law

It has been a number of years since I last had the opportunity to read Core Text: Company Law (sixteen years, to be accurate!). I do, however, have fond memories of using it: it gave the reader a clear and accessible account of a notoriously complex area of law. Such texts were always popular with students! I was very pleased to see that Core Text: Company Law continues to do exactly what it did for me sixteen years ago. Whilst covering many more pages, it remains a clear and accessible account of company law: ideal for law students and practitioners wanting an accessible overview of the law.

Core Text: Company Law is split into three parts: (i) fundamental principles, (ii) behind the corporate veil and (iii) issues of corporate authority. Each part has a number of chapters. For example, part (i) includes chapters on: corporate personality and limited liability; promoters and pre-incorporation contracts; and raising capital: equity and its consequences. Part (ii) includes chapters on: share capital; classes of shares and variation of class rights; and statutory shareholder remedies. Part (iii) includes chapters on: corporate management; directors’ duties; and corporate rescues and liquidations in outline. This layout is comprehensive but not overwhelming: no mean feat for a company law textbook.

Each chapter follows a similar format for those readers familiar with Oxford University Press’ ‘Core Text’ series: a summary (perhaps better described as an overview); an introduction; the substantive text; further reading; and self-test questions. But there are (somewhat disappointingly) no answers to those self-test questions: instead they form the basis for further discussion and self-inquiry. The text is (on the whole) clear, accessible and engaging. Unfortunately, there is a technical error in paragraph 17.62 where the authors refer to Sections 137 to 139 of the Consumer Credit Act 1974. These provisions were repealed on 6 April 2007 for agreements entered into on or after that date (subject to some technical transitional provisions).

Taking everything into account, I recommend Core Text: Company Law to anyone needing a clear and thoughtful account of the law. It has been thoroughly updated since the last edition to include the latest case-law and legislation updates, plus the Insolvency Service’s review of the corporate insolvency framework. It has a treasure trove of further reading sources: vital for anyone wanting to delve into the wealth of commentary and analysis of company law. Its price also means it provides good value for money.

Reviewed on 23 December 2019

31 May 20197 June 2020

Mayson, French & Ryan on Company Law

**Mason, French & Ryan on Company Law** *by Derek French*
**Publisher:** *Oxford University Press*
**Edition:** 35th Edition 2018-2019 (August 2018)
**ISBN:** 978-0-19-881510-5
**Price:** *£36.99*

It probably goes without saying that any student who has studied company law since the introduction of the (now repealed) Companies Act 1985 has probably used a copy of Mayson, French & Ryan on Company Law. Now in its thirty-fifth edition, it remains (for many reasons) the leading student text on company law. It is also the kind of text that students who become practitioners will use if there is a tricky company law issue. The reason why this text has become much-loved is because it clearly, comprehensively and thoroughly explains this complex area of law.

For this latest edition, a two-colour text design has been used (for the first time). This gives the text a more ‘modern’ feel (and such an approach is common in many other texts). But the modern feel is not the only update: Mayson, French & Ryan on Company Lawhas undergone a thorough review (and re-write) so it focuses on the key issues in company law. This new, and lean, approach means it is not as heavy as earlier editions (an important factor for any student!) and has a clearer layout, with more headings and a better flow. Derek French’s time spent undertaking these revisions has been very well spent.

Mayson, French & Ryan on Company Law now spans five parts and twenty chapters (plus an Online Resource Centre). The parts are divided as follows: introduction; establishment; finance; governance; and insolvency and liquidation. Each part (except for the last) includes a number of chapters. For example, part one includes an impressive overview (which answers many of the questions posed by students before studying company law). Part two includes a chapter on registration and another on corporate personality (which is a topic that spans many other practice areas including litigation, insolvency and even compulsory purchase of land!).

Mayson, French & Ryan on Company Law continues to given both an extremely comprehensive and a wonderfully thorough analysis of the relevant cases and statutory provisions. Its improved layout means it is more accessible. I am a particular fan of the ‘what can be learnt from this chapter’ part at the end of each chapter. This gives an excellent summary, sets out the legal concepts and points of law, and gives a list of further reading. This approach is one which is mirrored by many practitioners (and driven by client demand): the ‘so what?’ approach. It works really well. Mayson, French & Ryan on Company Law should be the first choice for any law student, practitioner or individual interested in company law. Its price, at under £40, also makes it excellent value for money.

Reviewed on 31 May 2019