Contractual terms are classified according to the legal effect of their breach. The classification determines the remedies available to the innocent party.
There are three main categories:
Conditions
Warranties
Innominate or intermediate terms
The law does not merely focus on the label used by parties. Courts examine the substance and effect of the term.
Meaning of Consideration
Consideration is the value exchanged between contracting parties that makes a promise
In Ghanaian contract law, consideration performs three essential functions:
It distinguishes legally binding contracts from social or gratuitous promises
It demonstrates reciprocity between the parties
It provides evidence of intention to create legal relations
Without consideration, most agreements remain morally binding only and not legally enforceable unless saved by statute or equity.
Acceptance is the clear and final assent by the offeree to all the terms of an offer. It converts a mere offer into a legally binding agreement once the other elements of contract formation such as consideration and intention to create legal relations are present.
Under Ghanaian contract law, which draws heavily from English common law principles and statutory interventions such as the Contracts Act, 1960 (Act 25) and the Electronic Transactions Act, 2008 (Act 772), acceptance must be objective, certain, and unequivocal.
1. INTRODUCTION: MODES OF DISCHARGE OF CONTRACT
A contract may be discharged when parties are released from their contractual obligations. Under Ghanaian contract law and common law principles, discharge may occur by:
Agreement
Performance
Breach
Frustration
This topic focuses on discharge by breach, which is the most litigated method of discharge in commercial practice.
A written contract is an agreement whose terms are expressed in writing. Writing may be in physical or electronic form. Ghanaian law recognises modern electronic documentation as valid contractual writing under the Electronic Transactions Act, 2008 (Act 772).
The importance of written terms lies in certainty, proof, and enforceability. Courts prefer written evidence because it provides a permanent and objective record of the intentions of the parties.
A contract does not have to be written to be legally binding. The law recognises three main ways by which contractual obligations may be created:
By writing
By oral statements
By conduct of the parties
The form of the contract does not determine its validity. What matters is whether the essential elements of a contract exist, namely offer, acceptance, consideration, intention to create legal relations, and certainty of terms.
An oral contract arises where parties express their obligations, promises, or representations verbally. These verbal statements may become legally binding terms of the contract if they satisfy the legal requirements.
Specific performance is an equitable remedy by which a court compels a party in breach of contract to perform the precise obligation undertaken. Unlike damages, which provide monetary compensation, specific performance enforces actual performance. This remedy reflects the principle that contracts are not merely financial exchanges but binding promises deserving fulfillment where justice requires.
In Ghana, the doctrine of specific performance is grounded in common law equity, reinforced by statutory provisions such as section 58 of the Sale of Goods Act, 1962 (Act 137), and developed through Ghanaian judicial decisions. The remedy is discretionary and is applied on a case-by-case basis.
Mistake is a vitiating factor in contract law. It arises where one or more parties enter into a contract based on a false assumption of fact that existed at the time the contract was formed. The law recognises that genuine agreement cannot exist where parties are fundamentally mistaken about essential facts underlying the contract.
In Ghana, the doctrine of mistake is governed by the common law, which forms part of the laws of Ghana under Article 11 of the 1992 Constitution. The principles developed by English courts continue to apply subject to statutory modifications and Ghanaian judicial interpretation.
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