A contractual oxymoron? The enforcement of the negative stipulation in the context of employment and financial contracts

Abstract

This paper considers whether, and if so how, a court of equity will intervene to 'enforce' a 'negative stipulation' which implicitly arises in every contract in which an express promise is made to perform it in a particular way. As Salmond and Winfield observed long ago, '... (A) stipulation which is in form affirmative may be negative in substance. If this is found as a fact to be the true construction, the Court will restrain the doing of an act which infringes the stipulation'.