In this case, the lead issue is to check that whether to provide all-natural vegan to Peter was a term of the contract that has been developed between Animal-friendly Cobbler Supplies and Peter.
Breach of any contractual term held the liable party to pay the damages to the other who suffers.
Now, under a contract, what are the terms of a contract is a significant matter to know. A Contract can be verbal or written; they both have their equal validity (Lambiris and Griffin, 2017). However, this is to understand that a mixture of both modes i.e. written and verbal mode creates confusion between the parties; therefore, the parties must use either mode. The statements made by the parties in a contract often misleads with the terms of a contract.
Law does not consider the statement made before the contract as contractual terms. It was held in the case of Birch v Paramount Estates Ltd (1856) 16 EG 396 that where the contract is in written mode then verbal statements made before the contract can be persisted as they are not a part of the written contract. Further, the case of Bannerman v. White (1861) 10 CBNS 844 is also an interesting case in the area of Contractual terms and representations. It was held in the decision of this case that if the statements have made in verbal but the same is so important and intention and importance are also been clear between the parties, then such statement will be treated as a contractual term rather than a statement.
In the given case, Peter and Martha (representative of Animal-?friendly Cobbler Supplies ) communicated to each other on a verbal mode and contract has developed between them after this communication. Applying the rule of contract law and ruling given in the case of Birch v Paramount Estates Ltd, the statement made by the Peter cannot be treated as a contractual term. But, according to the decision of the case of Bannerman v. White, the statement made by Peter was not need to be in writing as the same was truly significant. The intention of the parties to the case needs to check in this case. Peter has shown his intention and also informed to Martha that he wanted only all natural vegan leather as his client is very specific about the same. Peter in the case shown the significance of the statement and therefore the statement made by him was a contractual term.
The involved issue is to check that was there any implied term existed between Peter and Samantha in relation to provide the all-natural vegan leather, specifically without the involvement of synthetic material.
In a contract law, terms of a contract can be expressed or implied (Lewis, Tamparo and Tatro, 2012). Implied terms are those terms of the agreement which parties to the case do not communicate with each other but they are expected to be there in the contract in a very obvious manner (Gibson, and Fraser, 2015). This was seen in the case of Shirlaw v Southern Foundries [1939] 2 KB 206 that for an implied term this is necessary that it must be deemed to present the statement in a very casual and obvious manner. The term must be the one which goes without saying.
Further, the business efficacy test is a significant term to discuss and describe in this field. This test has provided in the case of Moorcock (1889) 14 PD 64. It was held in this case that an implied term must be a necessity of the contract. If a term has only the intention to make the contract better and more qualitative that the same cannot be treated as an implied term. Hence this is to state that as per business efficacy test, an implied term has a significant nature. In addition to this, according to the decision given in the case of Biotechnology Australia Pty Ltd v Pace (1988) 15 NSWLR 130 that an implied term must be a reasonable one and must not put the uncooperative burden on another party of the case.
In the given case, it was so obvious on the part of Samantha that she wanted a pure all-natural vegan leather. Although she did not say this, however, it was very obvious that she wanted so. The lead unique feature of Peter’s business was to provide shoes containing all natural vegan leather. Applying Moorcock, this was an implied term of the contract as it was a basic requirement of the transaction. To provide the articles of all natural vegan leather was a trade practice of Peter’s business. This is to state that regardless the fact that Samantha has not informed about her sensitive skin, it was an obvious and implied term between Samantha and Peter to provide the all-natural vegan leather without the involvement of any other artificial object.
To conclude the matter, it is to say that the term to provide a show pair without any synthetic material with all the natural vegan leather was an implied term of the contract.
In every contract, conditions thereon are a very important factor. The lead obligation of a contract is to fulfill all the mentioned conditions. In case of breach of any of the contractual condition lead the issue named “Breach of contract” (Moss, 2011). Conditions are the pre-requirements of a contract, without which the purpose of a contract can be defeat. In case of breach of condition, innocent party can ask for the damages to the defaulting party and can also end the contract. There is also another kind of contractual term and that is warranty.
It was held in the case of Bettini v Gye (1876) QBD 183 that warranties are not as significant as conditions in a contract as in the situation of breach of warranty, the innocent party can only ask for the damage and option to end the contract is not available with him/her.
In the case, it was a condition of the contract that Peter will provide the white colour sneakers to Geoffrey as he mentioned this specific requirement and the same was an objective of the contract. Further, he did not say anything about the colour of the sole of sneaker and therefore it is assumed that to provide the sneakers with the sole of white colour was merely a warranty, not the condition.
The issue is to investigate that whether the peter will be held liable for the different color of Sneaker’s sole even after displaying the exclusion clause.
Exclusion Clause is another aspect of the contract. This is a situation where a person puts a limit on his/her liability and another person cannot held him/her liable for any act outside of the area of such a limit. Although this is necessary to state that an exclusion clause must be valid and must not be against the provisions of law (Marson, 2013). An exclusion clause will be held legal if the same is under the purview of the law, inserted lawfully into a contract and at last the same must be in the knowledge of parties to the case. Further it was given in the decision of the case of Thompson v London, Midland and Scotland Railway Co [1930] 1 KB 41 [1930] 1 KB 41 that when a party takes all the reasonable steps to bring such an exclusion clause in notice of another party, thereafter he/she cannot be held liable if the other party do not have look to the clause.
In conjunction with this, in cases of breach of warranty, the victim party can only ask for the damages subject to the existence of an exclusion clause.
In the studied case, it was the warranty of the transaction to provide the sneakers containing sole of white colour. In such a situation Peter could be held liable for the damages by Geoffrey, but he has already introduced an exclusion clause. He has already mentioned that he will not be responsible for any kind of breach of warranty. In addition to the development of this clause, he has also made his full efforts to bring the same in the notice of the customers. He has placed the notice just next to the customer counter. It is to say that this clause was a legal one.
Conclusion
As Peter has introduced a legally valid exclusion clause to the case, he cannot be held liable for any damages even after the breach of warranty to provide sneakers with the white colour sole.
References
Bannerman v. White (1861) 10 CBNS 844
Bettini v Gye (1876) QBD 183
Biotechnology Australia Pty Ltd v Pace (1988) 15 NSWLR 130
Birch v Paramount Estates Ltd (1856) 16 EG 396
Gibson, A., and Fraser, D., (2015) Business Law. 9th ed. Sydney: Pearson Education Australia.
Lambiris, M, A., and Griffin, L., (2017) First Principles of Business Law 2017. 10th ed. United Kingdom: Oxford University Press.
Lewis, M. A., Tamparo, C. D., and Tatro, B. M. (2012) Law, Ethics, & Bioethics for the Health Professions. Pennsylvania: F.A. Davis.
Marson, J. (2013) Business Law. 3rd ed. United Kingdom: OUP Oxford.
Moorcock (1889) 14 PD 64
Moss, G, C. (2011) Boilerplate Clauses, International Commercial Contracts and the Applicable Law. United Kingdom: Cambridge University Press.
Shirlaw v Southern Foundries [1939] 2 KB 206
Thompson v London, Midland and Scotland Railway Co [1930] 1 KB 41 [1930] 1 KB 41.
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