Recently something happened that got me wondering about the legal implications of it.

About a year an a half ago I moved to a flat in the UK. Of course there was a contract. There is a clause in the contract that states that the tenants are responsible of maintaining the quality of the items (listed) in the house and replacing them (unless there has been a fire). This is worded longer but has this information.

When I was considering signing the contract, I read the clause and decided to ask the landlord what would happen if something breaks "because is old". The conversation was more or less as follows:

Seating in the Landlord's living room in his own house, me, my girlfriend, Landlord and his wife, reading the contract.

Me: About this clause, what would happen if something breaks?

Landlord: If it breaks... what do you mean?

Me: Well, if the thing is old, sometimes they just break. Would you pay for it in that case?

Landlord and wife, together: Yes, yes of course.

We sign.

Recently something broke (after 1.5 years) and we called the landlord. After about a month of doing technicians etc the result ended in needing to buy a new one. While discussing moderately about how long is taking to fix thing my landlord told us that we shouldn't complain, because he is paying for it, and we should be the ones paying. While asking why he says that if he mentioned that he would pay for it he said "you should have read the contract, its in the contract that it is your responsibility to pay for it".

It seems that nothing bad will happen, but I am curious about the legal implication if he decides to make us pay for it.

We asked about it and he said it, but of course, its not literally written like that. However, one of the reasons we signed that contract was because of that verbal agreement (can it be called like that?).

In British law, is there somehow a possibility that that conversation can be used to defend us? Or as it is not written is as if it didn't happened?

Would this mean that a landlord could actually tell a lots of lies about a contract (for example to someone that has limited reading capabilities, or like me, someone that is not used to English law "slang" as its not their mother tongue) and "cheat" the tenant to sign?

I guess one possible (and likely) answer to this is "its the tenant responsibility to understand the contract, and the only things that apply are the ones in the contract".

Disclaimer: I'm not looking for real legal advice, just curious on how far the law extends here.

1 Answer 1


It is the tenant's responsibility to understand the written contract. Oral statements about the contract do have to be consistent with the written contract (that is, in the context where you ask the landlord what a particular clause means before signing -- not in the case where you are modifying an existing contract). If I were renting a room and the contract says "Du må betale $1000 hver dag", which I don't understand because my Norwegian is terrible, I would ask about this, and the landlord might say that it means "You must pay $1000 every month", which could be a decent deal. Actually, the clause says "You must pay $1000 every day". When the reality of the situation becomes clear, then it is obvious that we didn't have an agreement in the first place. Perhaps he mis-spoke, or his English is as bad as my Norwegian, but I would not be held to rate in the written contract, assuming that I could back up my claim that he gave me that interpretation: the lease would probably be voided, as not an actual agreement. The underlying principle is that there has to be a "meeting of the minds" where the parties understand what they will get and what they must give, and there was a demonstrable failure of understanding.

On the other hand, if I sign a contract without really reading it carefully, and there is a clause in English (which I speak) saying that I have to pay $1000 a day, but I didn't really think about the clause so that in a sense I didn't understand what I had agreed to, well, I may still be on the hook. (On the third hand, a court would probably say that's a ridiculous rent and void the contract on policy grounds). In general, "not my first language" is not a get-out-of-contract card, though attempts to trick people into signing documents in languages that they really have no understanding of won't be successful. Virtually nobody but a lawyer actually understands contractual language, yet contracts are enforced all the time.

A contract can be explicitly modified by verbal agreement, or can be entirely verbal, but oral agreements face evidence problems, namely, what exactly did A and B say? It's scientifically well established that parties can be morally certain that the conversation went "A" (for one person) and "Not A" (for the other person). Using "could" rather than "would" in speech makes a huge difference in interpretation. There is a rule, the parol evidence rule, which essentially says that unless there is a good reason to not do so, the contract as written is what is enforced.

Even if the conversation had been written into the contract, there's no basis in the contract for objectively determining whether a thing is old and "just broke". So even as an additional clause in the contract, it doesn't afford you a clear escape hatch. You might be able to prove with expert testimony that indeed the pipes had been corroding for a hundred years, and you could not have caused the pipes to burst.

  • 1
    Good background, but you seem to give up before giving a solid answer. For example, as an extra measure, contracts often contain an assertion like, "This is the whole agreement; anything not written here is not agreed to." But then people often reach verbal agreements pertaining to details that are at odds with the terms of the agreement. So, as a practical matter, is a claim of the form, "After reviewing the written agreement, we discussed this and agreed on X even though the written agreement says Y" ever entertained if the counterparty says, "No we didn't?"
    – feetwet
    May 5, 2016 at 22:43
  • 1
    In the second sentence, should it say, "Oral statements about the contract do not have to be consistent with the written contract"? May 6, 2016 at 7:47
  • No, but I see what wasn't clear.
    – user6726
    May 6, 2016 at 14:39
  • 1
    That clause (at least as described) seems genuinely ambiguous to me. It is quite reasonable to think it wouldn't cover ordinary wear and tear if it didn't explicitly say so. It could easily be read as creating liability only for abuse or neglect. Jun 14, 2016 at 17:54
  • The most significant problem with this answer is that it fails properly to say what the parole contact rule actually is (the court won't consider negotiating material when construing a contract) and therefore fails to get to grips with misrepresentations by a party as to the effect of a contract, see Curtis v Chemical Cleaning and Dyeing Co [1951] 1 KB 805. The issue of language and comprehensibility are immaterial for that rule and highly confusing. Mar 25, 2021 at 11:43

You must log in to answer this question.

Not the answer you're looking for? Browse other questions tagged .