Hadley v. Baxendale

9 Ex. 341, 156 Eng.Rep. 145 (1854)

Quick Summary

Hadley (plaintiff) and Baxendale (defendant) were involved in a dispute after Baxendale’s shipping company delayed delivering a crucial crank shaft for Hadley’s mill. This delay caused significant financial losses for Hadley due to mill closure.

The main issue was whether Baxendale was liable for these losses. The Court ruled that unforeseeable damages not contemplated by both parties at contract formation cannot be claimed. Consequently, a new trial was ordered to reassess damages based on this principle.

Facts of the Case

Hadley (plaintiff) was a miller who, along with his partner, operated the City Steam-Mills in Gloucester. Their mill’s crank shaft broke, halting operations.

To resume work, they needed a new crank shaft, which required sending the broken one to Joyce & Co. in Greenwich as a model. Hadley contracted Pickford & Co., a shipping company owned by Baxendale (defendant), for the delivery.

Hadley was assured by Pickford that if the shaft was delivered to them before noon, it would reach Greenwich the next day. Relying on this information, Hadley delivered the shaft timely and paid for the service.

However, due to Pickford’s negligence, the delivery was delayed, causing Hadley’s mill to remain closed for several days, resulting in significant financial losses.

Procedural Posture and History

  1. The plaintiff brought suit against Baxendale for damages resulting from the delay, including lost profits.
  2. The jury awarded Hadley the lost profits.
  3. Baxendale appealed the decision.

I.R.A.C. Format


Whether the defendant, Baxendale, as a common carrier, is liable for the financial losses suffered by the plaintiff, Hadley, due to the delayed delivery of the crank shaft.

Rule of Law

The damages awarded for breach of contract should be such as may fairly and reasonably be considered either arising naturally from the breach itself or such as may have been in the contemplation of both parties at the time they made the contract as the probable result of its breach.

Reasoning and Analysis

The Court of Exchequer focused on whether the damages claimed could be considered foreseeable and whether they were within the contemplation of both parties at the time of contract formation.

The court determined that only those losses which naturally arise from the breach or were specifically contemplated by both parties when making the contract should be recoverable as damages.

The court concluded that since Hadley had not informed Baxendale about the specific consequences of delay in delivery, Baxendale could not have foreseen the extent of financial losses that would occur due to the mill’s closure.

The Court also highlighted that there must be a clear rule guiding how damages are estimated to prevent injustice. It emphasized that unforeseeable and special circumstances not communicated to and known by both parties at the time of contract cannot be included in damage calculations.


The Court ordered a new trial based on the misdirection regarding how damages should be assessed, implying that lost profits should not have been awarded to Hadley under the given circumstances.

Key Takeaways

  1. Damages recoverable in a breach of contract case must be foreseeable and within the contemplation of both parties at the time of contract formation.
  2. Special circumstances leading to additional losses must be explicitly communicated to all relevant parties to claim such damages.
  3. The case established an important precedent known as the ‘foreseeability test’ for determining damages in breach of contract cases.

Relevant FAQs of this case

What role does communication play in establishing liability for consequential damages in a contract?

Communication is critical in defining the scope of potential damages for which a party could be held liable. When entering a contract, if a party fails to inform the other of the unique or consequential potential losses that might arise from a breach, then liability for those specific damages typically cannot be established. Clear and explicit communication allows both parties to understand and evaluate the risks, align expectations, and decide whether to enter into the agreement or perhaps seek to include protective terms within the contract.

  • For example: In an event-planning contract, if the organizer doesn’t communicate that a delay in service might lead to a forfeiture of a venue booking which is highly expensive and non-refundable, the service provider might not be liable for this specific consequential loss since they were not made aware of its possibility.

How might a court determine what damages were 'in the contemplation of both parties' at the time of contract formation?

A court would look into what was communicated and documented at the time the contract was formed, including any terms outlined regarding potential breaches. It assesses whether reasonable parties would have been able to foresee such damages occurring from a failure to fulfill contractual obligations. The court often relies on evidence such as written agreements, prior negotiations, industry standards, or common practice as indicators of what the parties contemplated.

  • For example: If a manufacturing contract specifies that delays will result in a penalty due to lost production time, it indicates that both parties had contemplated and agreed upon the consequence of such delays, thus making related damages foreseeable.

In what ways can foreseeability impact the recovery of damages for breach of contract?

Foreseeability acts as a limiting principle in contract law by restricting recoverable damages to those that could reasonably be predicted at the time the contract was entered into. If a type of damage was not foreseeable – and particularly if it was not made known to both parties – then recovery may be denied. The principle is essential to ensure fairness and prevent disproportionate compensation claims that could not have been anticipated.

  • For example: A seller might not be held liable for lost business opportunities of a buyer due to late delivery if they were never informed about an imminent deal dependent on prompt delivery.


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