Contract (Formation and Remedies) (Scotland) Bill

Closes 2 Nov 2025

Opened 10 Oct 2025

Contact

Delegated Powers and Law Reform Committee

DPLR.Committee@parliament.scot

Overview

The Delegated Powers and Law Reform Committee is seeking views on the Contract (Formation and Remedies) (Scotland) Bill.

The Bill seeks to restate and reform aspects of Contract law relating to contract formation and remedies for breach of contract. The aim is to produce rules that are as clear, certain and accessible as possible.

Unusually, the Scottish Government already plans to make changes to the Bill at Stage 2 by introducing provisions on the law of retention – a “defensive” or “self-help” remedy – by way of amendment. It has written to the Committee with further information about this.

Your views will help the Committee understand if the Bill’s aims are likely to be achieved, including through the Scottish Government’s planned changes.

About this call for views

The Scottish Government introduced the Bill on 2 October 2025.

The Bill would provide a standard set of rules relating to the creation (“formation”) of contract and solutions for breaches of contract (“remedies”).

The Bill is in three Parts:

  1. Part 1 is on rules related to formation.
  2. Part 2 is on rules related to remedies.
  3. Part 3 contains some standard general provisions (saving, ancillary and commencement provisions). 

Read more about the Bill. 

How to contribute 

Please answer the call for views by completing the submission form below. Please answer any of the questions that are of interest to you, if possible with practical examples which illustrate your points.

You don’t have to answer all the questions.

We welcome written views in English, Gaelic, Scots or any other language.  

Questions in this call for views

General

1. Do you consider that Scots contract law needs to be reformed through legislation?

2. The Scottish Law Commission (SLC) did not include a number of aspects it consulted on in the Bill, including rules on the interpretation of contracts, rules on various aspects of the law of remedies for breach of contract, rules on penalty clauses, and specific rules on the “battle of the forms”. Are you content with this approach, and the reasons given by the SLC for not including these aspects?

3. What is your view on the fact that the majority of the provisions in the Bill are default provisions which parties can contract out of?

4. Do you have any views on how the Bill, and its new terminology, will operate, particularly in relation to the pre-existing common law on contracts? Is the language sufficiently clear?

Part 1 of the Bill – Formation of contracts

5. In general, are you content with Part 1 of the Bill? Do you think it will achieve its aims of making the law clearer, more certain and more accessible?

6. What are your views on the individual provisions in Part 1 of the Bill? Are there any specific issues in relation to Part 1 of the Bill which we should be aware of?

7. What is your view on whether the statutory statement on contract formation could differentiate Scots and English law in a way that might deter cross-jurisdictional business?

Part 2 of the Bill – Remedies for breach of contract

8. In general, are you content with Part 2 of the Bill? Do you think it will achieve its aims of making the law clearer, more certain and more accessible?

9. What are your views on the individual provisions in Part 2 of the Bill? Are there any specific issues in relation to Part 2 of the Bill which we should be aware of?

10. What is your view on the Scottish Government’s plan to make changes to the Bill at Stage 2 in relation to the law of retention? Further information on these planned changes is set out in this letter sent to the Committee when the Bill was introduced.

Part 3 of the Bill – standard general provisions

11. In general, are you content with Part 3 of the Bill?

Any other issues or views?

12. Do you have any other comments on the content of the Bill? For example, is there anything else you think should or should not have been included in the Bill?

Confidentiality and publication of responses 

Our privacy notice on submissions explains how we will process evidence sent to the Committee, and your personal information.

Read the privacy notice.

The call for views closes on 2 November 2025.

Submit your views

Complete the submission form

Interests

  • DPLR