English Law vs Scots Law Contracts
Last updated: February 2025
Quick Comparison
| Aspect | English Law Contract | Scots Law Contract |
|---|---|---|
| Consideration | Required for a binding contract | Not required; a gratuitous promise can be binding |
| Legal tradition | Common law | Mixed system (civil law and common law) |
| Specific performance | Discretionary equitable remedy | Available as of right (specific implement) |
| Court system | High Court, Court of Appeal, Supreme Court | Court of Session, Inner House, Supreme Court |
What Is a English Law Contract?
A contract governed by the law of England and Wales, based on common law principles with extensive case law and the doctrine of consideration.
Key Features
- • Requires consideration (something of value exchanged)
- • Extensive body of case law over centuries
- • Equitable remedies available alongside common law remedies
- • Widely used internationally for commercial contracts
Best For
- • Most UK commercial contracts by convention
- • International contracts seeking a well-known legal framework
- • Complex financial and corporate transactions
What Is a Scots Law Contract?
A contract governed by Scots law, a mixed legal system drawing on both civil law and common law traditions, with distinct rules on formation and enforcement.
Key Features
- • No requirement for consideration; promises can be binding
- • Mixed legal system with civil law influences
- • Specific implement (specific performance) more readily available
- • Separate court system with distinct procedural rules
Best For
- • Contracts performed in Scotland between Scottish parties
- • Situations where the absence of consideration requirement is advantageous
- • Property and land transactions in Scotland
When to Use a English Law Contract
Use English law for most UK commercial contracts, international transactions, and when both parties are in England or Wales. It is the default choice for the majority of UK business contracts.
When to Use a Scots Law Contract
Use Scots law when the contract is performed in Scotland, both parties are Scottish, or the transaction involves Scottish property. Also consider it when the absence of a consideration requirement is commercially useful.
Which Does Your Business Need?
For cross-border UK contracts, the parties should expressly choose which law applies. English law is the conventional choice for UK commercial contracts, but Scots law has advantages in specific contexts. If your contract is silent on governing law, the applicable law depends on where the characteristic performance takes place.
FAQ
Does a contract need consideration under Scots law?
No. Scots law does not require consideration. A gratuitous promise can be binding if it is clearly intended to create a legal obligation. This is a fundamental difference from English law, where consideration is an essential element of a binding contract.
Which law applies if the contract does not specify?
Under the Rome I Regulation (retained in UK law post-Brexit), the applicable law is determined by the country where the party performing the characteristic obligation is based, or the country most closely connected to the contract. Always specify the governing law to avoid uncertainty.
Generate the right contract instantly
AccountsOS generates UK-compliant contracts tailored to your needs. From £10/month.
Get Started FreeThis is guidance for UK businesses, not legal advice. Consult a solicitor for complex matters.
View all comparisons