Meeting of the Parliament 18 December 2025
The bill seeks to modernise Scots contract law by clarifying how contracts are formed and what remedies will apply when obligations are not met. Scots contract law is based on historical common law principles that are scattered across case law and often hard to access.
In its 2018 report, the Scottish Law Commission identified that parts of the law were unclear, outdated and difficult to find, which creates uncertainty for businesses and individuals. The reforms that are proposed in the bill follow the Scottish Law Commission’s recommendations and aim to provide greater certainty and accessibility. The bill will introduce statutory rules on offers, acceptance, withdrawal and lapse. It will also codify remedies for breach, including restitution and valuation of benefits when no price is agreed. The changes are intended to make the law clearer and more predictable.
On remedies, although the inclusion of restitution and retention provisions is positive, some consultees expressed concern about their practical application. For example, how will courts assess reasonable value when no price is agreed? Will that lead to more litigation rather than less? I look forward to hearing more about those issues as the bill progresses.
Small businesses and consumer groups have welcomed the clarity, but they have also cautioned that the bill’s language must remain accessible. If the bill becomes overly technical, it could replicate the very barriers that it seeks to remove.
There are also questions about how the rules will interact with existing consumer protection frameworks. One of my concerns about the bill is that it will allow parties to contract out of many statutory provisions. For example, a consumer might pay for a service that never happened, but the contract might say that there will be no refunds under any circumstances. Under the bill, that might be enforceable if the consumer agrees, even though the default law would allow recovery.