Glossary of Irish Contract Law Terms

A–E

Assignment — transferring your rights under a contract to someone else. Many contracts forbid it without consent. Full guide.

Battle of the forms — both sides claim their standard terms apply; broadly, the last set of terms sent before performance usually wins. The cure is a signed agreement. See terms of sale.

Condition — a term so important that breaching it lets the innocent party end the contract, not just claim damages. Compare warranty.

Condition precedent — something that must happen before an obligation bites (planning permission granted, finance approved).

Consideration — the price of a promise: each side must give something of value for a simple contract to bind. A promise given for nothing generally needs a deed.

Counterpart — one of several identical signed copies which together make one agreement.

Deed — a document executed with extra formality. No consideration needed, and the limitation period is twelve years rather than six.

Entire agreement clause — says the written document is the whole deal, aiming to exclude claims based on pre-contract statements. Full guide.

F–L

Force majeure — a clause excusing performance when events outside anyone's control intervene. It only covers what it lists. Full guide.

Heads of terms — the pre-contract summary of a deal; usually not binding, apart from clauses like confidentiality and exclusivity that say they are. Full guide.

Indemnity — a promise to make good another party's loss euro-for-euro, often without the usual rules on remoteness and mitigation. Full guide.

Liquidated damages — a fixed sum payable per breach (e.g. per week of delay). Enforceable if a genuine pre-estimate of loss; unenforceable if a penalty. Full guide.

M–R

Misrepresentation — an untrue statement that induced you to enter a contract; remedies can include rescission and damages. Full guide.

Novation — replacing one party to a contract with another, with everyone's consent; contrast assignment, which moves rights only.

Repudiation — conduct showing a party no longer intends to be bound; the innocent party may accept it, end the contract and sue. See breach of contract.

Rescission — unwinding a contract as if it never existed, e.g. for misrepresentation.

Restraint of trade — a clause limiting who you can work for or compete with after the contract ends; enforceable only so far as reasonable. Full guide.

Retention — in construction, a percentage held back from each payment until after defects are made good. Full guide.

Retention of title — the seller keeps ownership of goods until paid in full. Full guide.

S–W

Specific performance — a court order compelling a party to perform, granted where damages are inadequate (classically, contracts for land).

Statute of Limitations — the deadline for suing: in Ireland, generally six years from breach for a simple contract, twelve for a deed.

Subject to contract — words signalling that no binding agreement exists until a formal contract is signed.

Time is of the essence — makes a deadline a condition, so missing it justifies termination.

Variation — an agreed change to a contract. Many contracts require variations in writing. Full guide for construction.

Warranty — a contractual promise whose breach gives damages but not usually the right to terminate; in business sales, the promises about the state of the business. See business sales.

Without prejudice — a label protecting settlement negotiations from being shown to the court later.