Professor of Commercial Contract Law

Mentoring and Career Development Officer (academic)
Deputy Head of School

LLB, LLM, DipLP
View my full research profile

  • Tel: +44 (0)131 650 2034
  • Email: l.macgregor@ed.ac.uk
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    Wednesday,10am-11am

Biography

Laura Macgregor holds the chair of Commercial Contract Law and was formerly Visiting Professor in International Commercial Law, Radboud University, Nijmegen.  Before joining Edinburgh Law School, Laura spent five years as a lecturer at the University of Glasgow.  Before becoming an academic Laura spent several years as a solicitor in practice with a major Scottish law firm in Edinburgh.

Ph.D. supervision interests
She welcomes PhD enquiries which relate generally to her fields of interest. In particular she would be interested in supervising research into agency law or contract law within Europe.

Research Interests

Laura's interests lie in the field of commercial law, specifically contract law, agency law and partnership.  Her research considers Scots law in its comparative context, both European and global. She is also interested in legal history.

Together with Danny Busch and Peter Watts, she has recently published an edited collection: "Agency Law in Commercial Practice' (2016) Oxford University Press.   In July 2013 her monograph, Agency Law in Scotland, was published by W Green (ISBN 9780414018051).

Laura is involved in several projects which focus on the study of European private law. 

 

Research Groups

She is Director of the Edinburgh Centre for Commercial Law. This is a research centre which aims to build stronger links between academia and the various parts of the legal community in Scotland. The blog for the Centre can be found here: http://www.law.ed.ac.uk/ecclblog/.

Collaborative Activity

Laura is involved in several projects which focus on the study of European private law. Together with David Cabrelli, Edinburgh Law School, and Jaap Baaij, University of Amsterdam, she is editing a project on interpretation of commercial contracts as part of the common core of European Private Law project. Further information can be found at www.jus.unitn.it/dsg/common-core/

Laura retains strong links with the legal profession and is heavily involved in the provision of CPD training to Scottish law firms. For the last three years she has designed and delivered training on the law of contract to Scottish Sheriffs through the Judicial Institute.

Courses Taught

Data Protection and Information Privacy (LLM) (Course Organiser)

Principles of Insurance Law (LLM)

Commercial Law (Honours)

Commercial Leases (Honours)

Unjustified Enrichment (Honours)

PhD Supervisees

Katarzyna Chalaczkiewicz-Ladna  'The relevance of the long-term interests in the decision making processes of company directors in the UK, Delaware and Germany: a critical evaluation'

Yvonne Enoch  'The complex pre-contractual role of the intermediary in Insurance Contract Law: The way forward'

Korrasut Khopuangklang  'A Comparative Study of Promise in Thai law, Scots law and the Draft Common Frame of Reference (DCFR)'

Lorna MacFarlane  'Exceptions to the privity doctrine in Scots contract law'

Amanda Wyper  'An Evaluation of the Legal issues surrounding the implementation of the Automatic Enrolment Pensions Regime in the UK'

Books and Reports

Laura Macgregor, Fraser P. Davidson, Denis Garrity, Lorna Richardson, Commercial Law in Scotland, (W. Green, 2016)

Laura Macgregor, Danny Busch, Peter Watts, Agency Law in Commercial Practice, (Oxford University Press, 2016)

Laura Macgregor, Fraser P. Davidson, Commercial Law in Scotland, (W. Green, 2014)

Laura Macgregor, The Law of Agency in Scotland, (W. Green, 2013)

Gillian Black, David Cabrelli, Martin Hogg, Laura Macgregor, Contract Law Update, 2010-2012, (Trinity Law, 2012)
Abstract: This is the second edition of 'Contract Law Update', a text aimed at providing summaries and analysis of major contract cases from Scottish and English law. The cases discussed include coverage of: - Pre-contractual liability - Formation of contract - Incorporation of terms - Contractual interpretation - Implication of terms - Unfair terms - Remedies for breach of contract - Contract and unilateral promise - Contract and unjustified enrichment - The contract of agency The work will be of valuable assistance to both practitioners and law students.

Danny Busch, Laura Macgregor, The Unauthorised Agent: Perspectives from European and Comparative Law, (Cambridge University Press, 2009)
Abstract: The focus of this book, the legal situation created when an agent acts without authority, is one of the most important issues in agency law. The analysis is divided into three sections: apparent authority, ratification and the liability of the falsus procurator. Adopting a unique comparative perspective, the contributions are drawn from many different legal systems, providing the opportunity for analysis of the European common law/civil law divide. The analysis extends beyond Europe, however, taking into account the mixed legal system of South Africa, as well as the United States. Finally, there is a useful consideration of the Principles of European Contract Law and the UNIDROIT Principles of International Commercial Contracts 2004. This study will be an invaluable guide for those interested in the study of comparative law, international practitioners and those interested in the harmonisation of European Private Law.

Laura Macgregor, Report Prepared for the Civil Division of the Scottish Government on the Document Known as Principles, Definitions and Model Rules of European Private Law (DCFR), (Scottish Government, 2008)
Abstract: This report considers the DCFR from the perspective of Scots law, focussing on its role, content and nature. Different sections of the report assess the role and function of the DCFR from the perspective of firstly of consumers and secondly of businesses.

Laura Macgregor, Report on the Draft Common Frame of Reference: A Report prepared for the Scottish Government by Laura Macgregor, University of Edinburgh, on the Document known as 'Principles, Definitions and Model Rules of European Private Law', (Scottish Government, 2008)
Abstract: This report considers the DCFR from the perspective of Scots law, focussing on its role, content and nature. An executive summary is also provided. Different sections of the report assess the role and function of the DCFR from the perspective of firstly of consumers and secondly of businesses.

Laura Macgregor, Fraser Davidson, Commercial Law in Scotland, (W. Green, 2008)

Laura Macgregor, Fraser Davidson, Commercial Law in Scotland, (W. Green, 2003)
Abstract: Commercial Law in Scotland is a clear and up-to-date, user-friendly guide to the subject of commercial law as it operates in Scotland.

Laura Macgregor, Tony Prosser, Charlotte Villers, Regulation and Markets Beyond 2000, (Ashgate Publishing, 2000)
Abstract: Developments of technologies in transport and communications have resulted in new regulatory systems, techniques and institutions. This book seeks to provide the reader with an overview of these regulatory mechanisms by presenting them in their contexts and identifying links between them.

Articles

Laura Macgregor, 'Crossing the Line between Business Common Sense and Perceived Fairness in Contractual Interpretation ', (2015), Edinburgh Law Review, Vol 19, pp 378-383

Laura Macgregor, 'English and European Perspectives on Contract and Commercial Law. Essays in Honour of Hugh Beale. Eds Louise Gullifer and Stefan Vogenauer ', (2015), Edinburgh Law Review, Vol 19, pp 440-442

Laura Macgregor, 'Comparative Commercial Contracts, Law, Culture, and Economic Development ', (2015), Banking and Finance Law Review, Vol 31, pp 225-230

Laura Macgregor, 'Moors the Pity: The Case of the Missing Grouse Cramaso LLP v Ogilvie-Grant, Earl of Seafield and others', (2015), Edinburgh Law Review, Vol 19, pp 112-119

Laura Macgregor, 'The Agent's Warranty of Authority: Thus Far but no Further', (2013), Edinburgh Law Review, Vol 17, pp 398-405

Laura Macgregor, '"100 per cent, Body and Soul”: The Ability of an Agent to Act for a Competitor of his Principal', (2013), Edinburgh Law Review, Vol 17, pp 71-78

Laura Macgregor, 'Long-term Contracts, the Rules of Interpretation and Equitable Adjustment ', (2012), Edinburgh Law Review, Vol 16, pp 104-10

Laura Macgregor, Niall R. Whitty, 'Payment of Another's Debt, Unjustified Enrichment and ad hoc Agency ', (2011), Edinburgh Law Review, Vol 15, pp 57-87

Laura Macgregor, 'Exploring Contract Law. Ed by Jason W Neyers ', (2011), Edinburgh Law Review, Vol 15, pp 151-53

Laura Macgregor, 'Apparent Authority in Agency: Gregor Homes v Emlick', (2011), Edinburgh Law Review, Vol 15, pp 442-48

Laura Macgregor, 'Acting on Behalf of a Non-existent Principal ', (2010), Edinburgh Law Review, Vol 14, pp 92-96

Laura Macgregor, 'An Agent's Fiduciary Duties: Modern Law Placed in Historical Context', (2010), Edinburgh Law Review, Vol 14, pp 121-25

Laura Macgregor, Danny Busch, 'De aansprakelijkheid van de falsus procurator in Europees en rechtsvergelijkend perspectif ', (2009), Ars Aequi, pp 537-43

Laura Macgregor, Danny Busch, 'Unauthorized Agency ', (2009), European Review of Private Law, Vol 17, pp 967-74
Abstract: This paper seeks to provide an overview of the project which led to publication of the book The Unauthorised Agent: Perspectives from European and Comparative Law, published by Cambridge University Press in 2009. Broadly speaking, the project concerned the problems caused by agents who act in an unauthorized manner and the legal concepts used to tackle those problems. These issues are analysed in the context of different national legal systems within the European Union and beyond. Drawing on the national chapters, the authors provide a detailed comparative analysis. Within this context, they assess whether a common law/civil law divide exists, and also analyse the contribution made by mixed legal systems. Finally, the book assesses the approach of international instruments such as the Principles of European Contract Law (PECL) and the Unidroit Principles of International Commercial Contracts.

Laura Macgregor, 'Compensation for Commercial Agents: An End to Plucking Figures from the Air?', (2008), Edinburgh Law Review, Vol 12, pp 86-93

Laura Macgregor, 'Reinhard Zimmermann, The New German Law of Obligations: Historical and Comparative Perspectives ', (2007), Edinburgh Law Review, Vol 11, pp 455-57

Laura Macgregor, Danny Busch, 'Apparent Authority in Scots Law:: Some International Perspectives', (2007), Edinburgh Law Review, Vol 11, pp 349-28

Laura Macgregor, 'Illegal Contracts and Unjustified Enrichment ', (2000), Edinburgh Law Review, Vol 4, pp 19-45
Abstract: If a contract is treated as an illegal contract, the contracting parties are denied the contractual remedies which would normally be available to them on breach of contract. The contract may, however, have been partially performed. For example, one contracting party may have delivered goods and received no payment from the other contracting party. The availability of unjustified enrichment remedies in this type of situation has been a vexed question, not only in Scots law, but in many other jurisdictions. This article looks at the Scottish approach to the availability of enrichment remedies and also at the related question of whether it is possible for title to goods to pass under an illegal contract. The focus thereafter lies on options for reform, and, in particular, the use of legislative discretion.

Hector MacQueen, Laura Macgregor, 'Specific Implement, Interdict and Contractual Performance ', (1999), Edinburgh Law Review, Vol 3, pp 239-46

Laura Macgregor, Charlotte Villiers, 'Independence of Auditors: Comparing Spain and the UK', (1998), European Business Law Review, Vol 9, pp 318-25

Laura Macgregor, 'A Statutory Right to Claim Interest on Late Commercial Debt ', (1998), Scottish Law & Practice Quarterly, Vol 3, pp 180-88

Laura Macgregor, 'The House of Lords 'Applies' O'Brien North of the Border ', (1998), Edinburgh Law Review, Vol 2, pp 90-93

Laura Macgregor, 'The Contract Scotland Act 1997 ', (1997), Journal of the Law Society of Scotland, pp 271-73

Laura Macgregor, 'The Expectation, Reliance and Restitution Interests in Contract Damages ', (1996), Juridical Review, pp 227-49
Abstract: In one of the most influential papers on damages for breach of contract, published in 1936, Fuller and Perdue identified three important strands in the law: expectation interest, reliance interest and restitution interest. Macgregor uses the Fuller-Perdue model to consider Scottish decisions in this area of law. Her detailed analysis shows that Scottish courts have given more explicit recognition to expectation interest than to the other two factors and she argues that Scots law of contract might benefit if the courts were to show greater awareness of the place of reliance and restitution interests.

Chapters

Laura Macgregor, 'The role of agency in Scottish partnerships ' in Andrew Steven, John MacLeod, Ross Anderson (ed.) Nothing so Practical as a Good Theory (Avizandum Publishing Ltd 2017) 88-101

Laura Macgregor, 'The agent's warranty of authority Recent developments in the UK' in D Faber, B Schuijling, N Vermunt (ed.) Trust and Good Faith Across Borders (Kluwer Academic Publishers 2017) 95-109

Laura Macgregor, 'Partnership ' in Fraser Davidson, Denis Garrity, Lorna Richardson, Laura Macgregor (ed.) Commercial Law in Scotland (Sweet and Maxwell 2016) 339-367

Laura Macgregor, 'Agency ' in Fraser Davidson, Denis Garrity, Laura Macgregor, Lorna Richardson (ed.) Commercial Law in Scotland (W. Green 2016) 63-96

Laura Macgregor, ''Unwelcome Knowledge' Imputation of the Agent's Knowledge in the Pre-Contractual Phase of Insurance' in Danny Busch, Laura Macgregor, Peter Watts (ed.) Agency Law in Commercial Practice (Oxford University Press 2016) 201-221

Laura Macgregor, 'Defining Agency and Its Scope I ' in Larry Di Matteo, Martin Hogg (ed.) Comparative Contract Law British and American Perspectives (Oxford University Press 2015) 381-395

Laura Macgregor, H. L. E. Verhagen, 'Agency and Representation ' in Jan M. Smits (ed.) Elgar Encyclopedia of Comparative Law (Edward Elgar Publishing 2012) 37-64

Laura Macgregor, 'National Report for Scotland ' in Ewoud Hondius, Hans Christoph Grigoleit (ed.) Unexpected Circumstances in European Contract Law (Cambridge University Press 2011)

Laura Macgregor, Danny Busch, 'Comparative Law Evaluation ' in Danny Busch, Laura Macgregor (ed.) The Unauthorised Agent (Cambridge University Press 2009) 385-438
Abstract: In this chapter we come to the heart of the matter, namely identifying common approaches, or the ‘common core’ of the rules on unauthorised agency. In addition, as set out in the introductory chapter, we highlight the areas where the common core is deficient. To the extent that the common core is lacking, we suggest which approach is preferable.In part II we devote some attention to the nature and general effect of unauthorised agency. Afterwards, we turn to the main exceptions to the general effect of unauthorised agency: apparent authority (III) and ratification (IV). In part V a treatment of the liability of the falsus procurator is provided. Part VI contains a treatment of the interrelationship between apparent authority, ratification and the liability of the falsus procurator. Parts VII and VIII each elaborate on special cases which can be associated with unauthorised agency, namely, acting in the name of a principal yet to be named and acting in the name of a company yet to be incorporated.Unauthorised agencyIn the legal systems studied, unauthorised agency arises in a wide variety of cases. It arises when the agent concludes a contract in the name of the principal, but has no authority at all, when he exceeds his authority or when the agent's authority has ended at the time of the conclusion of the contract.

Laura Macgregor, 'Unauthorised Agency in Scots Law ' in Danny Busch, Laura J. Macgregor (ed.) The Unauthorised Agent (Cambridge University Press 2009) 261-99
Abstract: In the Introduction to this book, Scots and South African law were described as ‘mixed’ legal systems: the product of civilian foundations overlaid by later common law influence. Agency law in Scotland reflects this ‘mixed’ nature. The first major source of Scots agency law is the body of work produced by the Scottish institutional writers, whose works are considered to be an actual source of law. The most notable of those writers, James Dalrymple, Viscount Stair, writing in the latter half of the seventeenth century, analysed the law of mandate in his Institutions. Throughout his title he makes frequent reference to Roman law, principally the Digest and Institutes. It is not surprising, therefore, that some of the solutions found there have a distinctly civilian flavour. Another institutional writer, George Joseph Bell, who produced the first edition of his book on what we would now call commercial law between 1800 and 1804, developed those early principles of mandate into a body of law which more clearly resembles modern agency law. In his works he makes extensive use of English case-law. Case-law, both Scots and English, is the second main source of agency law in Scotland. Indeed, the influence of English case-law has grown so that, today, English precedents are discussed as much if not more than Scottish ones in the Scottish courts.The resultant ‘mixture’ poses a challenge to those seeking to analyse Scots agency law.

Laura Macgregor, 'Mandate Contracts ' in Christian von Bar, Eric Clive (ed.) Principles, Definitions and Model Rules of European Private Law (Sellier 2009) 2025-80

Laura Macgregor, 'The effect of unexpected circumstances on contracts in Scotland and Louisiana ' in Vernon Valentine Palmer, Elspeth Christie Reid (ed.) Mixed Jurisdictions Compared (Edinburgh University Press 2009) 244-280
Abstract: This chapter analyses the legal rules governing unexpected circumstances in contract law in the mixed legal systems of Louisiana and Scotland. The subject lies at the heart of commercial law, and one of the most interesting issues is likely to be whether the influence of the United States and England, world-leading commercial systems, has been dominant. The subject poses challenges to the comparatist. Louisiana, like many other legal systems, employs more than one legal concept in this area. By contrast, in Scots law, the unitary concept of frustration is applied to all cases. Other obstacles to be overcome include structural differences in the law of contract, and the difficult boundary between unexpected circumstances and error. Despite these difficulties, the chapter concludes that the two mixed legal systems can indeed learn from one another, in particular by drawing on the best parts of the different sources available to them.

Laura Macgregor, 'Specific Implement in Scots Law ' in Jan Smits, Daniel Haas, Geerte Hesen (ed.) Specific Performance in Contract Law (Intersentia 2008) 67-93

Laura Macgregor, 'Agency ' in Hector MacQueen, Reinhard Zimmermann (ed.) European Contract Law (Edinburgh University Press 2006) 123-50
Abstract: This chapter explores the law of agency in relation to European contract law. It explains that agency is often considered to be more properly part of commercial rather than contract law and evaluates the extent of English influence which has operated on contract law in Scotland and South Africa. The chapter discusses the innovations in English law contained within the Principles of European Contract Law (PECL), and how useful those might be for Scots and South African lawyers. It argues that the PECL framework for indirect representation and apparent authority is likely to be acceptable to Scots and South African lawyers, and that it is clear that the Common Law has been highly influential in the modelling of the PECL provisions.

Laura Macgregor, 'Agency and Mandate ' in The Laws of Scotland (Butterworths and the Law Society of Scotland 2002) 1-110

Laura Macgregor, 'Pacta Illicita ' in Kenneth Reid, Reinhard Zimmermann (ed.) A History of Private Law in Scotland (Oxford University Press 2000) 129-55
Abstract: Since the conception of Scots law, it has stood staunchly against contracts which were deemed ‘illegal’. However, despite this early adoption of an approach, this part of Scots law remains relatively unexplored. This chapter focuses on the part of Scots law that prohibits and refuses of uphold illegal contracts. It looks into the sources of the general principle against enforcement. The development of this principle is discussed by tracing its growth through the common law. The external influences brought about by the Roman law and the English law are identified including the practical effects of illegal contracts. In particular, this chapter examines the transfer of title to goods through illegal contract, and the availability to the contracting parties of restitutionary remedies.