Lecturer in Commercial Law

Director of CPD/Consultancy

LLB (Hons), DipLP, Solicitor (non-practising), Notary Public
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Lorna Richardson is a Lecturer in Commercial Law. Lorna was a solicitor for seven years, practising as a commercial litigator, with major Scottish law firms prior to joining the University. Lorna is also qualified to practice in England and Wales. 

Lorna is Programme Director of the International Commercial Law and Practice LLM, taught by distance learning. Details of the programme can be found via this link. Lorna teaches on campus and by distance learning. She teaches at ordinary, honours and LLM levels.

Lorna has significant experience in providing continuous professional development training to the legal profession. She has designed and delivered bespoke training sessions for major law firms, as well as co-presenting the Law School's annual contract law update (details at http://www.edinburghlawseminars.co.uk/contract-update-2017.html). 

Lorna is a member of the Edinburgh Centre for Commercial Law. The Centre aims to strengthen existing links and foster further links between academia and the wider legal community in Scotland. The Centre's website is at http://www.centreforcommerciallaw.ed.ac.uk/. 



LLB (Hons), DipLP, Solicitor (non-practising), Notary Public 

Current Research Interests

Lorna is currently working on a book in relation to the repairing obligation in commercial leases. She is also carrying out research in relation to the scope and limits of the mutuality principle in contract, in particular the controls which can be used on the principle to ensure it is not used in an abusive manner.

Research Interests

Lorna's research interests are in the area of commercial law. She has a particular interest in contract law, especially in relation to formation, interpretation and breach. In her time in practice Lorna acted in a number of contract dispute cases which generated significant comment. Lorna is also interested in contract law in a historical and comparative context.

Lorna recently co-authored the latest edition of Davidson et al, Commercial Law in Scotland. She has also recently written in the areas of retention and set-off.

Courses Taught

Business Entities (Ordinary)

Commercial Law (Ordinary) (Ordinary)

Commercial Leases (Honours) (Course Organiser)

Contract (Honours)

Contract Law in Europe (LLM) (Course Organiser)

Principles of Insurance Law (LLM)

PhD Supervisees

Shona Warwick  'The Lease and the Licence in Scots law: A historical-doctrinal analysis'

Books and Reports

Laura Macgregor, Lorna Richardson, Denis Garrity, Fraser Davidson, Alisdair MacPherson, Commercial Law in Scotland, (W. Green, 2018)

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


Lorna Richardson, 'The scope and limits of the Right to Retain Contractual Performance ', (2018), Juridical Review
Abstract: The right to retain contractual performance which is otherwise due, when faced with a breach by the other party to the contract (sometimes referred to as “mutuality retention”),1 is of significant practical importance. When A is sued by B, A will not wish to perform his contractual obligations unless B has performed hers. The right to retain is well established in Scots law but there are a number of difficulties with the current law.2 This is the first piece of scholarly work to consider the right of retention in a holistic fashion, considering all of the controls on the right to retain cumulatively. It is hoped that in doing so a better understanding of retention and, as a result, how it ought to develop in future will be achieved. The Scottish Law Commission recently decided not to recommend legislative reforms, instead leaving it to the courts to clarify and develop the law.3 This article may provide a springboard for such judicial development.

Lorna Richardson, 'What do we know about retention now? ', (2018), Edinburgh Law Review, Vol 22, pp 387-392

Lorna Richardson, 'Uneasy on the eye: Determining the basis for contractual damages including non-pecuniary loss', (2018), Edinburgh Law Review, Vol 22, pp 289-294

Lorna Richardson, 'Commercial common sense in contractual interpretation: Further views from the Inner House', (2017), Edinburgh Law Review, Vol 21, pp 423-429
Abstract: In recent years there have been a number of cases in both Scotland and England where the use of commercial common sense in interpreting commercial contracts has been discussed. Hoe International Ltd v Andersen and Another is the latest offering by the Inner House on the issue. In this case the court made some controversial comments on the use of commercial common sense in interpreting commercial contracts.

Lorna Richardson, 'Remedying problems with remedies ', (2017), Journal of the Law Society of Scotland

Lorna Richardson, 'Set-off - A concept divided by a common language?: A comparative analysis of set-off in English law with its functional equivalents in Scots law', (2017), Lloyd's Maritime and Commercial Law Quarterly, Vol 2017, pp 238-260
Abstract: The article carried out a comparative analysis of set-off in English law with its functional equivalents in Scots law. The work analyses legal and equitable set-off in English law with the functional equivalents in Scots law: compensation and retention based on the mutuality principle. The limits and scope of each of the Scottish and English doctrines are compared with particular comment on areas of difference and the effects of such differences.

Lorna Richardson, 'Exercising a contractual right to terminate: What's good faith got to do with it?', (2017), Edinburgh Law Review, Vol 21, pp 88-93
Abstract: Case comment considering the decision in Monde Petroleum SA v Westernzagros Ltd

Lorna Richardson, 'Commercial common sense revisited: Further developments in contract interpretation and commercial leasing', (2016), Edinburgh Law Review, Vol 20, pp 342-348

Lorna Richardson, 'The Limits of Statutory Personal Bar: Leases and the Requirements of Writing (Scotland) Act 1995', (2016), Edinburgh Law Review, Vol 20, pp 66
Abstract: Case analysis of Gyle Shopping Centre General Partners Ltd v Marks and Spencer plc on the extent to which leases benefit from the statutory personal bar provisions in s1(3) and (4) of the Requirements of Writing (Scotland) Act 1995.

Lorna Richardson, 'Examining "Equitable" Retention ', (2016), Edinburgh Law Review, Vol 20, pp 18-41
Abstract: The operation of compensation, whereby a liquid debt reduces or extinguishes a liquid debt, is well understood, as is retention of a sum due under a contract on the principle of mutuality. Less understood is the doctrine of retention of debts, the so-called “other type of retention” or “equitable” retention discussed in obiter remarks by Lord Rodger in the UK Supreme Court decision in Inveresk plc v Tullis Russell Papermakers Ltd [2010] UKSC 19. This form of “equitable” retention is the subject of a detailed study by Lorna Richardson in this article.

Lorna Richardson, 'Commercial Justification for Penalty Clauses: The Death of the Old Dichotomy?', (2015), Edinburgh Law Review, Vol 19, pp 119-124

Lorna Richardson, 'When Interpretation is Not Enough: Rectification of Contracts', (2014), Edinburgh Law Review, Vol 18, pp 125-130
Abstract: This article considers the decision in Patersons of Greenoakhill Ltd v Biffa Waste Services Ltd together with impending changes to sections 8 and 9 of the Law Reform (Miscellaneous Provisions)(Scotland) Act 1985.

Lorna Richardson, 'The DCFR, anyone? ', (2014), Journal of the Law Society of Scotland, Vol 59
Abstract: Though essentially an academic exercise, the statement of private law principles in the Draft Common Frame of Reference has achieved a status such that it is now being consulted by law reformers and judges.


Lorna Richardson, 'Long Term Contracts ' in Andrew Hutchison, Franziska Myburgh (ed.) Elgar Research Handbook on International Commercial Contracts (Edward Elgar 2019)
Abstract: The chapter considers the role of good faith and co-operation in long-term commercial contracts.

Lorna Richardson, 'Interpretation in the principles of European contract law and the draft common frame of reference ' in Laura Macgregor, David Cabrelli, Jaap Baaij (ed.) Interpretation of Contracts in European Private Law (University of Cambridge 2019)

Working Papers

Lorna Richardson, 'Examining 'Equitable' Retention ' 2015
Abstract: This paper considers the boundary between compensation and retention of debts and argues that compensation is a narrower doctrine that previously understood. The principles within the doctrine of retention of debts are considered and the similarities between retention based on mutuality of contract and equitable retention explored. Equitable retention is examined in detail with analysis of the factors that have influenced the court in exercising its discretion to allow a plea of equitable retention in cases from the 17th century to the present day considered.