本案确立了损害赔偿范围的两项规则：其一，这种损失在一般情况下必须是因违约而自然发生的；其二，这种因违约而产生的损失必须是在订立合同时就可以合理预见到的。此项规则，一是用来处理通常情况下的损害赔偿问题，二是用来处理特殊情况下的损害赔偿问题。在第一项规则中未特别提出合理预见规则，因为一般情况下因违约而自然造成的损失，是任何人都应当预见到的；而第二项规则中所涉及的是特殊情况下的额外损失赔偿，如果违约的一方对此特殊情况全然不知，自不应负赔偿之责，所以第二项规则特别强调了合理预见的问题。
可预见规则是合同法中违约损害赔偿制度的重要内容之一。美国学者格兰特·吉尔莫提及本案时写道：“自1854年起，契约的损害赔偿理论获得了全面的讨论，其起点是哈德利诉巴克森德尔案。”
补充说明。
合同法：哈德利诉巴克森德尔案
【本期案例】
Hadley v.Baxendale(1854) 哈德利诉巴克森德尔案
【选读理由】（Selected Reason）
按照英美合同法，当合同一方违约时，不论该合同是否已解除，另一方均有权起诉索取损害赔偿。但在1854年以前，英美合同法在违约的损害赔偿方面几乎无规则可循，赔偿额多半由陪审团估定，这种方式逐渐不能适应工商业发展的需要。1854年英国财政法院对于哈德利诉巴克森德尔（Hadley and another v.Baxendale and others）一案的判决首次确定了损害赔偿的两项规则，这两项规则在实行普通法的国家里得到了普遍的赞同。直到现在，仍然为沿用英美法系的各国法院所遵循。
【案件事实】（Facts）
The first count of the declaration stated that, before and at the time of the making by the defendants of the promises hereinafter mentioned, the plaintiffs,Mr. Hadley and another, carried on the business of millers and mealmen in partnership,and were proprietors and occupiers of the City Steam Mills,Gloucester. They were possessed of a steamengine by means of which they worked the milIs,and therein cleaned corn, ground the same into meal, and dressed the same into flour sharps, and bran. The crank shaft of the steam-engine was broken, with the result that the engine was prevented from working, and the plaintiffs were desirous of having a new crank shaft made .They had ordered the shaft of Messrs Joyce & Co, of Greenwich,Kent,who had contracted to make it, but before Messrs Joyce & Co could complete the new shaft it was necessary that the broken shaft should be forwarded to their works at Greenwich in order that the new shaft might be made so as to fit the other parts of the engine which were not injured and so that it might be substituted for the broken shaft. The defendants were common carriers of goods and chattels for hire from Gloucester to Greenwich, carrying on business under the name of “Pickford& Co,"and the plaintiffs, at the request of the defendants, delivered to them as such carriers the broken shaft to be conveyed by the defendants from Gloucester to Messrs Joyce&Co,at Greenwich for reward to the defendants. The plaintiff, alleged that in consideration thereof the defendants promised to convey the shaft from Gloucester to Greenwich and on the second day after the delivery of the shaft by the plaintiffs to the defendants to deliver it to Messrs Joyce&Co,but that the defendants did not deliver the shaft to Messrs Joyce& Co on the second day, but neglected to do so for the apace of seven days after the shaft had been delivered to them.In the second count the plaintiffs alleged that the defendants undertook to deliver the abaft to Messrs Joyce&Co within a reasonable time,but had failed to do so.The plaintifts further said that by reason of the premises,the completing of the new shaft was delayed for five days,with the result that the plaintiffs were prevented from working their steam-mills, and from cleaning corn, and grinding the same into meal, and were unable to supply many of their customers with flour, sharps, and bran during that period,were obliged to buy flour to supply some of their other customers, were deprived of gains and profits which otherwise would have accrued to them,and were unable to employ their workmen to whom they were compelled to pay wages during that period. They claimed 300 pounds damages. The defendants denied liability on the first count, and with regard to the second they paid 25 pounds into court in satisfaction of the plaintiffs' claim under that count.
原告宣称的第一项论点是，在被告承诺订立本合同以前，原告哈德利和其他人，合伙经营着磨面粉和加工谷物生意，是格洛斯特城市蒸汽磨面厂的财产所有人和使用者。他们拥有一台蒸汽磨面机来进行磨面工作，清理谷物，把谷物磨成粗粉，把谷物加工成面粉、麸皮和糠。蒸汽磨面机的曲柄轴断了，这使得机器不能工作，原告们迫切希望制作一个新的曲柄轴。他们已经给肯特州格林尼治市的乔伊斯公司下了订单，对方已经签了合同同意制造。但在乔伊斯公司完成新曲轴之前，需要将断裂的曲轴送到他们在格林尼治的工厂以保证做出来的新曲轴能够适合蒸汽机没损坏的部分，这样就能够替代断轴。被告巴克森德尔和其他人，是接受雇佣从格洛斯特运送货物和动产去格林尼治的承运人，经营一家名为皮克福德的公司。原告在被告的要求下，将断轴交给他们以便由被告从格洛斯特运送给位于格林尼治的乔伊斯公司并支付酬金给被告。原告声称在此基础上被告承诺将断轴从格洛斯特运送至格林尼治，并在原告将断轴交给被告的第二天就运送给乔伊斯公司。但被告未在第二天将断轴运送给乔伊斯公司，由于疏忽直到断轴送给他们之后的七天后才送到。在原告宣称的第二项论点中，原告诉称被告承诺在合理的时间内将断轴送至乔伊斯公司，但未能做到。原告还称由于上述原因，新机轴制造完成的时间耽搁了五天，造成的后果是原告在此期间无法开动蒸汽磨面机，无法清理谷物并把谷物磨成面，从而不能向他们的顾客提供面粉、麸皮和糠，所以不得不买面粉供应给他们的顾客，也不能获得他们本应获得的收入和利润，在此期间也不能使用他们的工人却不得不支付工资。他们主张300英镑的赔偿。被告拒绝在第一项论点下承担责任，对第二项论点，他们向法庭支付了25英镑以满足原告在第二项主张下的索赔。
【裁决过程与结果】（Procedure and Disposition）
The jury at Gloucester Assizes found a verdict with 25 pounds damages beyond the amount paid into court. The defendants obtained a rule nisi for a new trial on the ground of misdirection in the Court of Exchequer.
【裁判理由】（Reasons for Judicial Decision）
【原审意见】（Opinion by Crompton J）
At the trial before CROMPTON, J, at Gloucester Assizes, it appeared that on May 13 a servant of the plaintiffs, whom they had sent to defendants' office, told the defendants' clerk, who was there,that the mill was stopped and the shaft must be sent immediately, and that, in answer to the inquiry when the shaft would be taken, the defendants' clerk said that if it was sent up by twelve o'clock any day it would be delivered at Greenwich on the following day.On May 14 the shaft was taken to the defendants' office, before noon, for the purpose of being conveyed to Greenwich, and the sum of 2 pounds 4s was paid for its carriage for the whole distance. At the same time the defendants' clerk was told that a special entry, if required, should be made to hasten its delivery. The delivery of the shaft at Greenwich was delayed by some neglect; and the consequence was, that the plaintiffs did not receive the new shaft for several days after they would otherwise have done,and the working of their mill was delayed and they lost the profits they would otherwise have received. The defendants objected that the damage alleged was too remote, and that the defendants were not liable with respect to it. The learned judge left the case generally to the jury, who found a verdict with 25 pounds damages beyond the amount paid into court.
克朗普顿法官在格洛斯特巡回法庭的审理表明，在5月13号原告的一个工人被派到被告办公室，告诉在那里的被告职员说，磨面厂停工了，机轴必须立即运送走。在被问到机轴什么时候被送走时，被告职工回答说如果它在某天12点以前送出，它会在第二天送到格林尼治。5月14号机轴被带到被告办公室，在中午以前，以便送到格林尼治，对运输全程支付了2英镑4先令的运费。同时，被告的职员被告知，如果需要，应当就需要加快运输的情况做一个特殊的登记。由于某些疏忽机轴送到格林尼治延迟了，结果原告比预定的时间晚了几天才收到新机轴，磨面厂的工作被耽误了，造成了本应获取利润的损失。被告拒绝赔偿，因为原先所称的损失太离谱了，被告对其不应承担责任。法官将案子交给陪审团，陪审团做出裁决要求被告在已经支付给法庭的数额之外再付25英镑作为赔偿。
【生效判决意见】（Opinion by Alderson B）
Where two parties have made a contract, which one of them has broken the damages, which the other party ought to receive in respect of such breach of contract should be such as may fairly and reasonably be considered as either arising naturally, ie, according to the usual course of things,from such breach of contract itself, or such as may reasonably be supposed to have been in the contemplation of both parties at the time they made the contract as the probable result of the breach of it. If special circumstances under which the contract was actually made were communicated by the plaintiffs to the defendants, and thus known to both parties, the damages resulting from the breach of such a contract which they would reasonably contemplate would be the amount of injury which would ordinarily follow from a breach of contract under the special circumstances so known and communicated. But, on the other hand, if these special circumstances were wholly unknown to the party breaking the contract, he, at the most, could only be supposed to have had in his contemplation the amount of injury which would arise generally, and in the real multitude of cases not affected by any special circumstances, from such a breach of contract. For,had the special circumstances been known, the parties might have specially provided for the breach of contract by special terms as to the damages in that case; and of this advantage it would be very unjust to deprive them.
双方订立一个合同，有一方违反合同的规定，合同另一方应该获得由于这一违约行为而造成的损害赔偿。这一损害赔偿应是对违约所形成的后果进行公正与合理的考虑，也就是说，损害赔偿的认定应符合违约本身所造成的事情发展的通常结果，或者符合合同双方在订立合同时可以合理预见的违约的可能结果。如果原告与被告就订立合同所依据的特殊情况进行了充分的沟通，从而双方均已知道这种情况，那么违反一个合同所造成朐埙吉赔偿就应该是他们能够合理预见到的、在双方所知道并已沟通的特殊情况下因违约行为而通常会造成的损失的数额。但是另一方面，如果该特殊情况对违约一方而言毫不知情，他最多只能被认定对在其可预见范围内的违约所造成的通常的损失数量负责。在大多数案件中违约所造成的损害后果并不会受到任何特殊情况的影响。在已经知道特殊情况的前提下，合同各方就可以对该特殊情况下违约可能造成的损失以特殊的条款做出特殊的约定，因此剥夺合同方所应享有的此项利益是非常不公平的。
The above principles are those by which we think the jury ought to be guided in estimating the damages arising out of any breach of contract. It is said that other cases, such as breaches of contract in the non-payment of money, or in the not making a good title to land, are to be treated as exceptions from this, and as governed by a conventional rule. But as, in such cases, both parties must be supposed to be cognizant of that well-known rule, these cases may,we think,be more properly classed under the rule above enunciated as to cases under known special circumstances,because there both parties may reasonably be presumed to contemplate the estimation of the amount of damages according to the conventional rule.
我们认为上述原则是陪审团在估算任何违约行为所造成的损失时所应接受的指导原则。其他的案例中，如没有金钱给付的违约行为，或者错误主张对土地的权利时，将被视为这种情况的例外，将适用传统的规则。在这些案例中，合同各方均应被认为已经认识到了这一众所周知的规则。我们认为这些案例更应当被归类于上述适用已知特殊情况规则的案例。因为合同双方均被合理地认定按照传统规则可以预见到损失的数量。
In the present case, if we are to apply the principles above laid down, we find that the only circumstances here communicated by the plaintiffs to the defendants at the time the contract was made were that the article to be carried was the broken shaft of a mill and that the plaintiffs were the millers of that mill. But how do these circumstances show reasonably that the profits of the mill must be stopped by an unreasonable delay in the delivery of the broken shaft by the carrier to the third person? Suppose the plaintiffs had another shaft in their possession put up or putting up at the time, and that they only wished to send back the broken shaft to the engineer who made it; it is clear that this would be quite consistent with the above circumstances, and yet the unreasonable delay in the delivery would have no effect upon the intermediate profits of the mill. Or, again,suppose that, at the time of the delivery to the carrier, the machinery of the mill had been in other respects defective,then,also,the same results would follow.
在现在这个案件中，如果适用上述规则，我们发现在合同订立时原告告知被告的唯一情况就是需要运送的货物是磨面机的一根断轴，原告是磨面厂主。这些情况如何合理地表明磨面厂的利润会因为承运人不合理地延迟将断轴送给第三方而受损？假设原告在手里有另外一个机轴及时更换上，那他们只是希望把断轴送回制造工厂。很显然这种情况极有可能存在，这样不合理的延迟对磨面厂当期利润就没有影响。又或者，假如在机轴送给承运人同时，磨面机同时发生了其他的故障，这也会产生同样的后果。
Here it is true that the shaft was actually sent back to serve as a model for a new one,that the want of a new one was the only cause of the stoppage of the mill, and that the loss of profit really arose from not sending down the new shaft in proper time, and that this arose from the delay in delivering the broken one to serve as a model. But it is obvious that, in the great multitude of cases of millers sending off broken shafts to third persons by a carrier under ordinary circumstances,such consequences would not, in all probability,have occurred,and these special circumstances were here never communicated by the plaintiffs to the defendants.
在本案中，这个机轴的确只是被送回去当作制作新机轴的模型，缺少一个新机轴是造成磨面厂停工的唯一原因。利润的损失真的是由于没有在适当的时间送回来新的机轴所造成的，而没有新机轴是由于延迟把当模型的断轴送到所造成的。但这很明显，在大多数案件中，磨面厂主在通常情况下将断轴交由承运人运送给第三方时，这样的结果几乎不可能发生。这一特殊情况原告从来没有告知被告。
It follows,therefore,that the loss of profits here cannot reasonably be considered such a consequence of the breach of contract as could have been fairly and reasonably contemplated by both the parties when they made this contract. For such loss would neither have flowed naturally from the breach of this contract in the great multitude of such cases occurring under ordinary circumstances,nor were the special circumstances,which, perhaps, would have made it a reasonable and natural consequence of such breach of contract, communicated to or known by the defendants.The judge ought,therefore, to have told the jury that, upon the facts then before them,they ought not to take the loss of profits into consideration at all in estimating the damages. There must, therefore, be a new trial in this case.
因此，这导致本案中利润的损失不能被合理地认定为双方在订立合同时所能够公正合理地预见到的违反合同所造成的后果。这样的损失既不会是发生于通常情况下的大多数案件中的违约行为所造成的自然的结果，也不属于特殊情况，即这种情况已经告知被告或为被告所知，会由于违约行为而合理并自然地发生。因此，法官应该告诉陪审团，基于上述事实，他们不应该在估算损失时将利润考虑在内。因此必须就本案进行重新审理。
【案件影响】（Impact of the Case）
本案确立了损害赔偿范围的两项规则：其一，这种损失在一般情况下必须是因违约而自然发生的；其二，这种因违约而产生的损失必须是在订立合同时就可以合理预见到的。此项规则，一是用来处理通常情况下的损害赔偿问题，二是用来处理特殊情况下的损害赔偿问题。在第一项规则中未特别提出合理预见规则，因为一般情况下因违约而自然造成的损失，是任何人都应当预见到的；而第二项规则中所涉及的是特殊情况下的额外损失赔偿，如果违约的一方对此特殊情况全然不知，自不应负赔偿之责，所以第二项规则特别强调了合理预见的问题。
可预见规则是合同法中违约损害赔偿制度的重要内容之一。美国学者格兰特·吉尔莫提及本案时写道：“自1854年起，契约的损害赔偿理论获得了全面的讨论，其起点是哈德利诉巴克森德尔案。”
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