Lorna Richardson’s research shapes final stage of Scottish contract law reform
Mon 16 February 2026
Research by Lorna Richardson has been drawn upon in recent amendments to the Contract (Formation and Remedies) (Scotland) Bill, which has now progressed to Stage 3 - the final phase of the parliamentary process.
The Bill, currently before the Scottish Parliament, moved to its final stage on 3 February 2026 following amendment at Stage 2, when new provisions were added clarifying the law on “retention” of contractual performance (where a party does not perform their own contractual obligations because of a breach by the other party of that party’s contractual obligations).
The Stage 2 amendments drew directly on Lorna’s research, particularly two 2018 journal articles, ‘The scope and limits of the right to retain contractual performance’ and ‘What do we know about retention now?’, examining when and how retention should be available. If enacted, the legislation would both clarify and reform important aspects of this area of law.
The retention provisions introduce three key changes. First, a breach of contract would no longer need to be “material” before retention could be used as a remedy. Second, there would be a requirement that the effect of retaining performance must not be clearly disproportionate to the effect of the breach of contract. And finally, partial retention would be permitted, allowing a party to withhold some, rather than all, of their contractual obligations in response to a breach.
Together, the reforms aim to provide greater clarity for those seeking to utilise retention as a remedy and ensure that retention is used appropriately. With the Bill now at Stage 3, Members of the Scottish Parliament will consider any final amendments before voting on whether it should be enacted.
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