The Law of Contract in Bangladesh: Colonial Legacy, Judicial Practice and the Need for Reform

Abstract

This thesis examines the law of contract in Bangladesh, focusing on its colonial origins, judicial practice, and the urgent need for reform. The Contract Act, 1872, largely inherited from British colonial legislation, continues to serve as the primary legal framework governing contractual relations in Bangladesh. However, the law faces challenges arising from outdated provisions, unequal bargaining power, standard-form contracts, and the emergence of digital and electronic transactions. Through a doctrinal and analytical approach, this study evaluates the essential elements of a valid contract, classification, performance, discharge, and breach, alongside the role of the judiciary in interpreting the law and reliance on English and Indian precedents. It highlights significant gaps in consumer protection, digital contract recognition, and enforcement mechanisms, which hinder commercial efficiency and fairness. The thesis proposes comprehensive legal reforms, including modernization of outdated clauses, recognition of electronic contracts, regulation of standard-form contracts, consumer protection integration, alignment with international principles, and judicial guidance and training. It also emphasizes the synergistic roles of the legislature, judiciary, and policy makers in implementing these reforms effectively. The study concludes that reforming Bangladesh’s contract law is both a legislative and socio-economic imperative, necessary to ensure legal certainty, fairness, efficiency, digital readiness, and investor confidence, thereby contributing to the sustainable economic development of the country.