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Good morning. The bill that we are discussing today implements recommendations that the Scottish Law Commission made in 2018. It largely restates the current Scots law of contract formation while clarifying some doubts about the law that have crept in over the years.

Contract law is vitally important to our everyday economic life and for all types of transactions, involving businesses and individuals alike. Many contracts are made, carried through, and become the subject of disputes between parties who have no professional assistance. One of the bill’s principal purposes is to produce legal rules that are clear, certain and accessible. Like most of the witnesses that you have heard from, I think that we have achieved that.

As you know, part 1 of the bill concerns the formation of a contract. The main reform that is proposed in part 1 is the abolition of the postal acceptance rule. Abolition of this rule has been a long-time recommendation that the SLC has made repeatedly over the past 50 years. I am glad to bring forward a provision that will, finally, give effect to this recommendation and bring Scots law into line with other international instruments that have no such rule.

Part 2 of the bill, meanwhile, deals with remedies for breach of contract. Although that part is not as wide as the consultation topics discussed by the SLC, it is in line with the SLC’s recommendations and stakeholder opinion. The committee has heard from a number of witnesses about why the scope of the bill should not be widened.

There is one exception, which is the law of retention. I wrote to the committee in October to set out my intention to lodge amendments at stage 2 that would reform the law. That is the end result of a period of consultation, building on the considered work of the SLC and Lorna Richardson of the University of Edinburgh over the past decade or so. The law of retention is unclear, and we have in the bill an opportunity to introduce some much-needed clarity. Having listened to the evidence given to this committee, I am pleased that there has been broad consensus on the general purposes of the bill.

I look forward to answering the committee’s questions.

As the committee heard from a range of stakeholders, there is uncertainty in a number of specific points around contract law. I think that only one respondent to the committee’s call for views was outright against reform. The overwhelming majority of consultees agree that law reform is needed in this area.

The bill largely restates the common law on formation of contract to improve accessibility to the law and make important reforms to clarify and modernise the law. As I said in my opening statement, the principal reform on contract formation is the abolition of the postal acceptance rule, which has been a repeated recommendation by the SLC for more than 50 years. We are going to make the law clearer and more accessible, and the committee and Parliament should take that on board.

I have considered carefully Dr Brown’s comments, particularly the suggestion that reforming contract law inadvertently alters the wider Scots law of obligations and formation of trusts, wills and promises. Although the bill puts in statute law on formation of contract, it is not a complete codification of the law. Section 23(a) states:

“The provisions of this Act are without prejudice to any enactment or rule of law which … regulates any question which relates to … the formation of a contract … but is not provided for by the provisions of this Act”.

The law on other contractual matters is also saved by section 23. As Professor MacQueen told the committee, Dr Brown’s concerns appear to be “misplaced”, and I agree with that assessment. I also note that Dr Brown’s view was not shared by the other stakeholders who gave evidence.

Yes, I think that it is. I might bring Michael Paparakis in, but I think that this relates to electronic communications and section 13. We have not been specific in the bill—for example, we have not referred to emails in the legislation itself, but the explanatory notes include guidance on, for example, an information technology outage and emails. I note that the Law Society of Scotland has also raised concerns, and if the committee or the Law Society have suggestions for strengthening the bill, I am open to those, but I feel that we have covered that aspect.

Absolutely. I think that, both in our constituencies and personally, we are all dealing with the fact that Royal Mail is totally different from what it was 20 years ago. We have to move with the times.

It will be post stage 3.

If the provisions are agreed by the Parliament, they should be the default. As I said, I will lodge any necessary amendments at stage 2, but I am willing to listen to the Law Society, if it has any suggestions on that area.

I am confident that the bill will make the law more accessible and legally certain than what we currently have, and that guidance will not be needed. I understand that that was the majority view heard by the committee. We will publish the explanatory notes with the bill, which will provide a clear and accessible explanation about what the provisions do.

Contracts are widely used, and it would be a huge undertaking to publish and maintain guidance that accommodates the breadth of the purposes of contracts. For example, the RIAS has suggested that guidance should be prepared for the construction sector, but any such guidance would be of limited value for other business sectors, and vice versa. I therefore feel that, at the moment, the explanatory notes and the guidance that we will be giving are sufficient.

I will bring in Michael Paparakis, if I may.

It is in the explanatory notes, not in the legislation. We think that that covers things, guidance-wise. That is how we are future proofing the legislation, instead of being too specific in the bill itself, because who knows what the mode of communication could be in five to 10 years? We feel that that is sufficient, but we are open to suggestions, if the committee thinks that it can be strengthened.