Chapter 6

Question 1

What is a likely outcome for a lack of certainty in a contract if the case gets before the court?

Answer 1

The court will most likely conclude that the contract is invalid. The courts are reluctant to imply terms on the parties’ behalf.

Question 2

Scammell & Nephew Ltd v Ouston [1941] AC 251

Answer 2

In the case of Scammell & Nephew Ltd v Ouston, Ouston placed an official order with Scammell for a truck. The order stated that it was given on the understanding that the remaining purchase price could be paid through a hire purchase arrangement over a two-year period. Scammell proceeded to manufacture the truck and made arrangements with a finance company for the hire purchase agreement, although the specific terms were not yet agreed upon. Additionally, Scammell had agreed to accept Ouston’s old truck as part of the exchange but later changed its mind upon discovering the poor condition of the old truck. As a result, a dispute arose, and Ouston brought a legal action against Scammell for failure to deliver the truck.

The court sided with Scammell, ruling that there was no enforceable contract until the terms of the hire purchase agreement were established. It held that the agreement was not binding because the terms were uncertain and required further agreement between the parties. In other words, without a clear and definite agreement on the terms, there could be no legally enforceable contract.

Question 3

While it is not the role of the court to construct the terms of the contract for the parties, the courts will not defeat the parties’ intention to contract merely because the agreement has been loosely worded. Gaps in the contract may be filled in by reference to what measures?

Answer 3

Trade custom or usage; statute; or by a previous course of dealings between the parties.

Question 4

Hillas and Co v Arcos Ltd (1932) 147 LT 503

Answer 4

Hillas and Co v Arcos Ltd (1932) 147 LT 503 is a significant case in English contract law that deals with the interpretation of terms and the enforceability of agreements to negotiate.

Facts:
Hillas, the buyers, entered into a contract with Arcos, the timber merchants, to purchase a specified quantity of timber. The contract included an option for Hillas to buy an additional quantity of timber at a discounted rate the following year. However, when Hillas exercised the option, Arcos refused to sell the timber at the agreed discounted rate.

Issues:
The key issue in the case was whether the agreement to negotiate the price of the additional timber was a valid and enforceable term of the contract. Arcos argued that the agreement was too uncertain as it required further agreement in the future.

Decision/Outcome:
The court held that there was a valid and enforceable agreement for Hillas to purchase the additional timber at the discounted rate. The court rejected the argument that the agreement was an unenforceable “agreement to agree.” It emphasized that the agreement was more than a mere agreement to negotiate; it was a binding contract that allowed Hillas to exercise their option to purchase the timber at a determined price.

The court applied the principle of interpretation that seeks to uphold agreements rather than render them unenforceable. It interpreted the agreement in a way that preserved its subject matter and avoided destroying the contractual rights of the parties. The court also recognized that contracts between merchants are often based on fluctuating market conditions and should be upheld as long as the essential terms can be determined.

Hillas and Co v Arcos Ltd established the principle that agreements to negotiate can be enforceable if the essential terms are sufficiently certain and the agreement can be interpreted to give effect to the parties’ intentions. It clarified the distinction between an unenforceable “agreement to agree” and a valid contract with negotiable terms.

Question 5

In addition to considering the previous course of dealings between the parties, the courts may employ which methods to iron out uncertainties and facilitate agreements? (with leading cases)

Answer 5

(i) Allowing an arbitration clause in the contract to be used; Foley v Classique Coaches Ltd [1934] 2 KB 1.
(ii) Application of the ‘officious bystander’ test to imply terms (see ‘Implied Terms’ infra); Bear Sterns Bank PLC v Forum Global Equity Ltd [2007] EWCH 1576.
(iii) Enforcing a contract where there has been performance; Bell Scaffolding v Rekon Ltd [2006] EWCH 2656.

Question 6

Hillas and Co v Arcos Ltd (1932) 147 LT 503

Answer 6

Facts:
Foley sold a portion of his land adjoining a petrol station to Classique Coaches Ltd. One condition of the agreement was that Classique Coaches would purchase all of their fuel for the coaches from Foley’s filling station as long as it was available. The agreement did not specify a price for the fuel and included an arbitration clause. Classique Coaches complied with this agreement for three years until they received legal advice suggesting that without a specified price, there might not be a binding agreement. Consequently, Classique Coaches stopped buying fuel from Foley, leading Foley to sue them for breach of contract.

Issues:
The main issue was whether the agreement was void due to uncertainty since it did not mention a price.

Decision/Outcome:
The court held that the agreement was not void for uncertainty simply because it lacked a specified price for the fuel. Classique Coaches had performed their obligations under the agreement for several years, indicating the existence of a binding agreement. In the absence of a specified price, there was an implied term that the price for the fuel would be reasonable. Moreover, the agreement included an arbitration clause specifically designed to resolve disputes related to pricing. As a result, Classique Coaches were found to be in breach of contract by failing to purchase fuel from Foley as required by the agreement.

Question 7

What is the “officious bystander” test?

Answer 7

The “officious bystander” test is a principle used in contract law to determine whether a term should be implied into a contract based on the hypothetical question of whether the parties, at the time of making the contract, would have agreed to include the term if an officious bystander had suggested it and both parties had the opportunity to consider it. This test is applied when a term is not expressly stated in the contract but is implied by the court to give effect to the intentions of the parties or to fill a gap in the contract.

Question 8

Bear Stearns Bank plc v Forum Global Equity Ltd [2007] EWHC 1576 (Comm)

Answer 8

Facts: Bear Stearns and Forum Global Equity Ltd engaged in a telephone conversation to negotiate a distressed debt trade. They agreed on the price, but the settlement date was not determined. Forum later decided not to proceed with the sale.

Issues: The main issues were whether the telephone conversation constituted a binding contract despite the unsettled settlement date and whether the Loan Market Association (LMA) standard terms were incorporated into the contract.

Decision/Outcome: The High Court held that the telephone conversation resulted in a binding contract, affirming the practice of oral trades in the distressed debt market. The absence of an agreed settlement date did not invalidate the contract. However, the court ruled that the LMA standard terms were not incorporated into the contract. Although the parties agreed to trade on “standard terms,” there was no certainty that the LMA terms were intended as those “standard terms” could refer to other industry terms or standard legal documentation.

This case is significant as it upholds the enforceability of oral trades in the distressed debt market and emphasizes the need for clarity when incorporating specific standard terms. The court’s decision prevents parties from reneging on agreements based on subsequent market changes before signing formal documentation.

Question 9

Bell Scaffolding v Rekon Ltd [2006] EWCH 2656

Answer 9

Facts:
Bell Scaffolding (UK) Ltd (“Bell UK”) and Alba Hire & Sales Ltd (“Alba”) entered into an agreement for the purchase of scaffolding. Both parties performed certain actions based on the agreement, but a dispute arose regarding the enforceability of the agreement and the scope of the obligations.

Issues:
The key issue was whether the agreement created legally enforceable obligations on Alba to purchase scaffolding from Bell UK. Alba argued that it was only an “agreement to agree” and lacked the necessary certainty to be enforceable.

Decision/Outcome:
The court held that the agreement did give rise to enforceable obligations. It rejected the argument that it was an “agreement to agree” or lacked the intention to create legal relations. The court emphasized that both parties had already performed certain actions based on the agreement, indicating their commitment to its terms.

The court also distinguished between the phrase “agreed prices” and “prices to be agreed,” supporting the interpretation that the agreement had already specified the prices. Furthermore, the court ruled that Rekon Ltd’s ability to manufacture “specials” did not affect Alba’s obligation to purchase scaffolding from Bell UK. In the context of the case, the term “specials” refers to specific scaffolding products that were manufactured by Rekon Ltd for certain clients. These products were distinct from the general scaffolding items purchased from Bell UK. The agreement between Bell UK and Alba involved Alba’s obligation to purchase scaffolding products from Bell UK, but the reference to Rekon’s ability to produce “specials” did not affect Alba’s obligation to purchase items that were not classified as specials.

The case highlights the courts’ willingness to enforce contracts where there has been performance by the parties. It underscores the importance of examining the intentions of the parties at the time of the agreement and the existence of a continuing business relationship. By enforcing the agreement, the court upholds the principle of honoring contractual obligations even when performance has already taken place.

(Note that this case was cited in the context of enforcing a contract where there has been performance. However, I could not find a lot of information on this case).

Question 10

What three types of pre-contractual statements exist?

Answer 10

In the context of pre-contractual statements, there are three forms: puffs, representations, and terms.

Puffs: Puffs are sales promotions that occur before the formation of a contract or at the time the contract is concluded. They are statements, whether oral or written, that do not carry legal effect and are subject to consumer protection legislation. Puffs are generally exaggerated statements without an intention to be legally bound. However, if there is evidence to the contrary, the maker’s claim that the statement was not meant to be taken literally can be undermined, as seen in the case of Carlill v Carbolic Smoke Ball Co.

Representations: Representations are statements made outside the contract that may influence a party to enter into it. They are not guaranteed by the maker and do not constitute contractual terms. If a statement of fact, rather than a mere advertising puff, induces a party to enter into a contract, it may be considered a representation. However, a false representation alone does not give rise to a breach of contract claim but may lead to a cause of action based on misrepresentation.

Terms: Terms are statements that form part of the contract itself. A promise that amounts to a contractual term allows for a remedy in case of breach. Breach of an express or implied term by the defendant entitles the injured party to claim damages. If an essential term of the contract is breached, it is considered a repudiation of the contract, allowing the innocent party to accept the repudiation and terminate the contract. However, discharge of the contract is not automatic upon breach; the injured party must elect to accept the repudiation that led to the contract’s discharge.

These different forms of statements—puffs, representations, and terms—are considered separately and have varying legal implications in contractual relationships.

Question 11

Give examples for representations in contractual relationships

Answer 11

Examples of representations in contractual relationships include:

A car salesman stating that a used car has only had one previous owner.
A real estate agent describing a property as being in excellent condition.
A manufacturer advertising a product as being environmentally friendly.
A seller claiming that an artwork is an original piece by a famous artist.
A contractor assuring a client that a construction project will be completed within a specific timeframe.
An employee stating in a job interview that they possess certain qualifications and skills.

These statements are made by one party to induce the other party to enter into a contract. They are not guaranteed to be true or constitute contractual terms, but if they turn out to be false and the innocent party relied on them in entering the contract, they may give rise to a cause of action for misrepresentation.

Question 12

Whether a statement is construed as either a term or a representation depends on what?
What is the leading case for this?
What four factors will the court consider?

Answer 12

Whether a statement is construed as either a term or a representation depends on the objective intention of the parties

Heilbut, Symons & Co v Buckleton [1913] AC 30

1) Interval between statement and execution of contract
2) The importance of the statement
3) Reduction of Terms to Writing Following the Statement
4) Special Knowledge/Skills

Question 13

Whether a statement is construed as either a term or a representation depends on the objective intention of the parties (Heilbut, Symons & Co v Buckleton [1913] AC 30). Explain this case.

Answer 13

In the case of Heilbut, Symons and Co. v Buckleton [1913] AC 30, the emphasis was placed on the role of intent when one party makes a promise to another, and whether that promise can be relied upon in choosing to enter into a contract.

Facts:
The defendants, Heilbut et al, were merchants involved in the rubber trade. They claimed to underwrite shares in a rubber trading corporation called Filisola Rubber and Produce Estates Ltd (an involved third party). The claimant, Buckleton, expressed interest in purchasing shares and contacted Heilbut et al. In response, a manager from Heilbut et al made positive statements, suggesting the creation of a new rubber company with substantial resources. Based on these representations, Buckleton made a significant purchase of shares. However, the actual performance of the rubber production company fell short of expectations due to limited resources.

Issue:
The key issue was whether the statements made by Heilbut et al’s agent regarding the resources of the new rubber company amounted to a binding contractual promise or a mere representation.

Decision/Outcome:
Initially, the court found that Heilbut et al had made an innocent misrepresentation. However, on appeal, it was determined that there was no fraudulent misrepresentation because Heilbut et al had not been reckless in their statement about the resources. Furthermore, the court concluded that Heilbut et al did not have the intention to make a binding contractual promise with their statements about the company’s resources. As a result, Buckleton’s claim for breach of warranty based on the representation of greater resources was not successful.

This case highlights (A) the importance of intent and (B) the distinction between representations and binding contractual promises. It clarifies that not all statements made during negotiations or discussions leading to a contract will automatically be considered contractual terms. The parties’ intentions and the context of the statements play a crucial role in determining their legal effect.

Question 14

In the case of Heilbut, Symons and Co. v Buckleton [1913] AC 30, the defendants, Heilbut et al, were merchants who claimed to underwrite shares in a rubber trading corporation called Filisola Rubber and Produce Estates Ltd. What does this mean?

Answer 14

In the case of Heilbut, Symons and Co. v Buckleton [1913] AC 30, the defendants, Heilbut et al, were merchants who claimed to underwrite shares in a rubber trading corporation called Filisola Rubber and Produce Estates Ltd. “Underwriting shares” refers to the process in which individuals or entities guarantee to purchase any unsold shares in a company’s initial public offering (IPO). It provides a form of financial security to the company conducting the IPO.

In this case, Heilbut et al made representations to potential investors, including the claimant, Buckleton, that they would underwrite the shares of Filisola Rubber and Produce Estates Ltd. This means that Heilbut et al assured investors that if there were any unsold shares in the IPO, they would purchase those shares themselves, thereby ensuring the success of the offering.

Question 15

Courts adduce the following four factors to determine whether a statement is construed as either a term or a representation. Explain them with the leading cases.

1) Interval between statement and execution of contract
2) The importance of the statement
3) Reduction of Terms to Writing Following the Statement
4) Special Knowledge/Skills

Answer 15

Interval Between Statement and Contract:

*Generally, the shorter the interval between the making of a statement and the contract’s conclusion, the more likely it is to be considered as a term by the court
*In the case of Routledge v McKay [1954] 1 WLR 615, the court held that the defendant’s statement about a motorbike’s model year was not a term of the contract because there was a distinct interval between the statement and the conclusion of the contract.

Importance of the Statement:

*If a statement made is so important that, if it had not been made, the claimant would not have entered into the contract, the court will likely construe the statement as a term.
*In Bannerman v White (1861) 10 CBNS 844, the court considered a statement as a term of the contract because it was of such importance that, without it, the buyer would not have entered into the contract. There existed a clear declaration by a buyer that, if certain hops had been treated with sulphur, he would not even bother to ask the price - meaning that he would not consider buying the hops.

Reduction of Terms to Writing:

*Generally, if a statement is not included in the written contract, the courts assume that the parties did not intend the statement to be a term. However, an oral statement of particular significance may be treated as a contractual term even if it was not subsequently included in the written contract.
*This was illustrated in the case of Evans & Son Ltd v Andrea Merzario Ltd [1976] 2 All ER 930, where a verbal assurance about cargo being carried below deck was deemed a contractual term, despite contradicting the printed standard conditions, after the cargo was lost overboard.

Special Knowledge/Skills:

*A statement made by one party with specialist knowledge or skill to a non-expert is generally regarded as a term.
*In Dick Bentley Productions v Harold Smith Motors [1965] 1 WLR 623, the Court of Appeal considered a motor dealer’s statement about the mileage of a car as a contractual term because the seller had the specialized knowledge to know or find out the history of the car.
*In Oscar Chess v Williams [1957] 1 WLR 370, however, the court held that a private seller’s statement about a car’s year of manufacture was not a term of the contract because the seller, a non-car dealer, relied on the fraudulent alteration of the registration book. The court considered that a professional car dealer should have discovered the true year of production.

Question 16

What three categories of terms of a contract exist?

Answer 16

1) Express and implied terms
2) Conditions, warranties and intermediate terms
3) Exclusion clauses

Question 17

Express terms are explicitly stated in the contract rather than being implied. Nonetheless, disputes can arise following express terms. Regarding what can disputes arise?

Answer 17

Disputes may still arise regarding the incorporation of a clause into the contract, its interpretation, and the consequences of a breach.

Question 18

What is the difference between disputes regarding incorporation and interpretation of terms?

Answer 18

Incorporation is distinct from interpretation, which involves understanding the meaning and scope of the terms that have already been incorporated into the contract. Interpretation comes into play when there is a dispute or ambiguity regarding the meaning of the terms.

When parties enter into a contract, they may include various terms and conditions, either explicitly or implicitly. Incorporation refers to the act of making those terms part of the legally binding agreement. It ensures that both parties are aware of their rights and obligations under the contract.

Disputes can arise during the incorporation process if there is uncertainty or disagreement about whether certain terms were intended to be included in the contract. The court’s role is to objectively determine the intention of the parties, considering the language used, the context, and any surrounding circumstances, to resolve the issue of incorporation.

Once the terms are incorporated into the contract, interpretation comes into play to determine the meaning and effect of those terms. Interpretation involves understanding the intended scope, obligations, and rights associated with the incorporated terms.

So, while interpretation is concerned with understanding the meaning of the terms, incorporation focuses on determining whether those terms are part of the contract in the first place.

Question 19

The issue of incorporation of terms generally stems from what?

Answer 19

The issue of incorporation of terms often arises in the context of unsigned written standard form contracts, particularly when it involves exemption or exclusion clauses. These clauses are commonly used to limit or exclude a party’s liability for certain types of loss or damage.

Incorporation of exemption or exclusion clauses can be contentious because one party may argue that they were not aware of the clause or did not agree to its inclusion in the contract. They may claim that if they had known about the clause, they would have objected to it or negotiated different terms.

Question 20

Disputes may arise between the parties, even though they agree that a clause is incorporated into the contract, if they disagree about what a particular clause is intended to mean. How is this called?

Answer 20

Construction.

Question 21

What is the parol evidence rule? What effect does it have?

Answer 21

The parol evidence rule states that where a contract is reduced into writing, it is presumed that the writing contains all the terms of the contract. The parol evidence rule has the effect of making it difficult for one party to challenge the clear words that are written in the document by presenting parol evidence to the contrary. Consequently, extrinsic evidence and, particularly, oral evidence, is not admissible to vary or interpret the document or as a substitute for it.

Question 22

What exceptions exist to the parol evidence rule?

Answer 22

1) Operating status of the contract
2) Trade usage or custom
3) Ambiguity
4) Incomplete written assignments
5) Collateral contracts

Question 23

The parol evidence rule states that where a contract is reduced into writing, it is presumed that the writing contains all the terms of the contract. What else but writing could there be?

Answer 23

While the parol evidence rule primarily applies to written contracts, it is important to note that “writing” in this context refers to the formal written document that embodies the agreement between the parties. However, it doesn’t necessarily mean that there couldn’t be any other forms of communication or evidence related to the contract.

In some cases, parties may have exchanged other documents, letters, emails, or even had oral discussions before or during the contract negotiations. These additional forms of communication may contain important terms or representations that could potentially impact the interpretation or enforceability of the written contract. The parol evidence rule seeks to limit the consideration of such extrinsic evidence in order to maintain the integrity of the written agreement.

Question 24

Explain the ‘operating status of the contract’ exception to the parol evidence rule with leading case

Answer 24

The parol evidence rule allows for the introduction of extrinsic evidence in certain situations, such as to show that the contract has not yet come into effect or has ceased to operate. This means that parties may present evidence of oral or written statements made outside of the written contract to establish conditions or requirements that must be fulfilled before the contract becomes binding or enforceable.

In the case of Pym v Campbell (1856) 2 E & B 370, the court allowed the defendant to provide oral evidence regarding the claimant’s verbal acknowledgment that the contract would not take effect until the defendant’s engineer approved it. The court considered this verbal acknowledgment to be a condition precedent, a requirement that needed to be fulfilled before the contract would become operational.

By admitting the oral evidence, the court recognized that the contract’s effectiveness was contingent upon the satisfaction of a specific condition agreed upon by the parties. This demonstrates an exception to the parol evidence rule, where extrinsic evidence is permitted to establish the existence of a condition precedent or to determine the point at which the contract begins or ceases to operate.

Question 25

Explain the ‘trade usage or custom’ exception to the parol evidence rule with leading case

Answer 25

In certain situations, evidence relating to trade usage or custom can be admitted to “annex incidents to written contracts in matters with respect to which they are silent” (Hutton v Warren, 1836). This means that when a written contract is silent on certain matters, evidence of trade usage or custom may be introduced to clarify the intended meaning or interpretation of the contract.

For example, if a particular word or phrase in a contract is used in a way that deviates from its ordinary or obvious meaning, evidence of trade usage or custom may be relied upon to aid in the interpretation of that word or phrase. This evidence can provide insight into how parties in a specific trade or industry typically understand and apply such terms, even if they are not expressly mentioned in the written contract.

In the case of Smith & Wilson (1832) 3 B & Ad 728, evidence of a local custom was admitted to determine the meaning of the term “1,000 rabbits” in the contract. The evidence showed that, in the relevant trade or locality, “1,000 rabbits” was commonly understood to mean “1,200 rabbits.” This demonstrates how evidence of trade usage or custom can be used to interpret contract terms that may have a different meaning within a specific trade or industry.

However, it’s important to note that the admission of evidence relating to trade usage or custom is subject to certain limitations. It can only be used to clarify or interpret the contract’s terms when those terms are ambiguous or unclear. It cannot be used to contradict or vary the express terms of a written contract. The primary goal is to give effect to the parties’ intentions as objectively determined from the contract, supplemented by any admissible evidence of trade usage or custom.

Question 26

Explain the ‘ambiguity’ exception to the parol evidence rule with leading case

Answer 26

If a word or phrase contained in the contract is ambiguous, then ancillary evidence may be considered regarding what the parties actually intended. In Robertson v Jackson (1845) 2 CB
412, a question arose regarding the meaning of the phrase “turn to deliver” concerning the unloading of goods from a ship. The contract was unclear and the court allowed oral evidence regarding the custom applying in that port.

Question 27

Explain the ‘Incomplete written agreements’ exception to the parol evidence rule with leading case

Answer 27

If at least one of the parties can demonstrate that a written agreement was not intended to contain all the terms of the contract, then oral or other extrinsic evidence may be employed
to complete the contract. Where a contract for the sale of a horse amounted to a mere receipt, devoid of any tangible terms, the court was prepared to hear evidence of a verbal promise regarding the horse’s reliability (Allen v Pink (1838) 4 M & W 140).

Question 28

Explain the ‘Collateral Contract’ exception to the parol evidence rule with leading case

Answer 28

A collateral contract is a separate and additional contract made between the same parties involved in the main contract. It operates independently alongside the main contract and is supported by its own consideration, which is usually the entry into the main contract.

The parol evidence rule, which restricts the use of extrinsic evidence to vary or add terms to a written contract, does not apply to collateral contracts. This means that even if a contract is in writing, evidence can be presented to establish the existence and terms of a collateral contract.

In some cases, the collateral contract may contradict the terms of the main contract. For example, in the case of City and Westminster Properties (1934) Ltd v Mudd [1958] 2 All ER 733, a tenant renewed a lease for retail premises that contained a non-residential clause. However, the tenant had received an assurance from the landlord that they could continue living in the premises. When the landlord attempted to enforce the strict terms of the lease, the court recognized the existence of a collateral contract that allowed the tenant to remain in the property, despite the conflicting terms of the main contract.

The purpose of recognizing collateral contracts is to ensure that parties’ intentions and understandings, which may not be reflected in the written contract, are given effect. It provides a means to enforce promises or assurances made outside of the main contract that have influenced one party’s decision to enter into it.

Question 29

What is a condition? Leading case

Answer 29

A condition is an essential term of a contract that goes to the root of the agreement. If a condition is breached, the injured party has the right to elect either to repudiate the contract (considering it as terminated) or to claim damages and continue with the contract.

In the case of Poussard v Spiers & Pond (1876) 1 QBD 410, the court treated the non-attendance of an opera singer at the opening night performance as a breach of condition. In this case, the opera singer’s non-attendance on the opening night was considered a breach of condition because it went to the heart of the contract. The performance by the opera singer was a fundamental aspect of the agreement, and the failure to fulfill this obligation was seen as a serious violation of the contract’s terms. As a result, the defendants (the party hiring the opera singer) were entitled to terminate the contract due to the breach of condition.

The distinction between conditions and other terms of a contract is significant because it determines the rights and remedies available to the parties in case of a breach. Breach of a condition gives the injured party the option to choose between terminating the contract and claiming damages or continuing with the contract while seeking compensation for the breach.

Question 30

What are the two main differences between conditions and warranties?

Answer 30

1) Conditions are essential parts of a contract, warranties are non-essential parts
2) If a condition is breached, the injured party has the right to elect either to repudiate the contract (considering it as terminated) or to claim damages and continue with the contract. In contrast, the breach of a warranty gives rise to a claim for damages, but it does not entitle the injured party to repudiate or terminate the contract.

Question 31

What is a warranty? Leading case

Answer 31

A warranty is a non-essential term of a contract that is collateral to the main purpose of the agreement. The breach of a warranty gives rise to a claim for damages, but it does not entitle the injured party to repudiate or terminate the contract.

In the case of Bettini v Gye (1876) QBD 183, the court held that the breach of a subsidiary clause regarding the rehearsal period by an opera singer constituted a breach of warranty rather than a breach of condition. In this case, the opera singer was engaged to perform for a whole season in theaters and concerts. The contract specified a six-day rehearsal period, but the singer arrived only three days in advance. The court considered the six-day rehearsal clause to be subsidiary to the main part of the agreement, and its breach was deemed a breach of warranty rather than a breach of condition.

As a result, the defendant (the party hiring the opera singer) had no right to terminate the contract due to the breach of the rehearsal clause. The breach was considered a warranty, and the injured party’s remedy was limited to claiming damages for the loss or harm suffered as a result of the breach. There was no right to repudiate the contract or treat it as terminated based on the breach of warranty.

Question 32

What are intermediate terms? Leading case

Answer 32

In cases where a term cannot be clearly classified as a condition or a warranty in advance, it is referred to as an intermediate or innominate term. The categorization of such terms is determined by looking at the consequences of the breach and assessing whether it is serious or not. The courts will decide over the categorization.

If the breach of the term is serious or continuing and deprives the non-breaching party of substantially the whole benefit intended from the contract, the court will treat it as a breach of condition. In such cases, the non-breaching party has the right to terminate the contract.

On the other hand, if the breach is not serious and does not deprive the non-breaching party of the main benefit of the contract, the court will treat it as a breach of warranty. The non-breaching party can claim damages for the loss or harm suffered but must affirm or continue with the contract.

The case of Hong Kong Fir Shipping Co v Kawasaki Kisen Kaisha [1962] 2 QB 26 established the approach for determining the nature of intermediate terms. In that case, the charterers repudiated the charterparty because they were provided with an unseaworthy ship. The term relating to seaworthiness was not classified as a condition or a warranty but as an intermediate term. The court held that the seriousness of the breach determined the right to repudiate the contract. Lord Diplock stated that the deciding factor was whether the breach deprived the non-breaching party of substantially the whole benefit intended from the contract.

The classification of intermediate terms allows the court to assess the impact of the breach and determine the appropriate remedies available to the non-breaching party, whether it be termination of the contract for breach of condition or claiming damages for breach of warranty.

Question 33

For the Interpretation of Express Terms, there are five rules that come into play. Which? (detailed)
In which leading case was the modern principle for interpreting contracts established?

Answer 33

In the interpretation of express terms of a contract, the courts aim to determine the true meaning and intention of the parties involved. The strict meaning of the words used may not always reflect the parties’ intentions, so the courts must construe what the contract actually means. The modern principle for interpreting contracts, as set out in the case of Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896, is that the meaning of the contract is what it would convey to a reasonable person with all the background knowledge that would reasonably be available to the intended audience.

In the process of interpreting contracts, certain rules of evidence come into play. These rules include:

1) The “matrix of fact” or background: This includes any relevant information that would have affected the understanding of the language used in the contract by a reasonable person. It encompasses factors that were reasonably available to the parties at the time of entering into the contract.

2) Previous negotiations and subjective intent: Previous negotiations and the parties’ subjective intentions are generally excluded from consideration when interpreting the contract. However, they may be admissible in an action for rectification, where the court seeks to correct an error or omission in the contract. The reason for this exclusion is that legal interpretation differs from how we interpret everyday speech.

3) The meaning attributed to the document: The meaning of the document is not solely determined by the literal words used but by what the parties would reasonably have understood those words to mean in light of the relevant background.

4) Natural and ordinary meaning: While words are generally given their natural and ordinary meaning, judges are not required to attribute to the parties an intention that they could not have reasonably had.

5) Consideration of business common sense: Considerations of business common sense are taken into account when determining the meaning of the contract. If there are two possible constructions, the court may prefer the one that is consistent with business common sense. However, the court should also consider the quality of drafting, the possibility of negotiated compromises, and the fact that parties may have agreed to terms that may not serve their interests in hindsight.

These principles guide the courts in interpreting the express terms of a contract and determining the true intentions of the parties involved.

Question 34

For the Interpretation of Express Terms, one rule is the Consideration of business common sense.
There are three cases relevant to this. Describe their meaning.

Answer 34

1) The cases of Wickman v Schuler [1974] AC 235 and Rainy Sky S.A. & Ors v Kookmin Bank [2011] UKSC 50, as mentioned, highlight the role of business common sense in interpreting contractual terms. These cases establish that if there are two possible interpretations of a contract, the court can prefer the interpretation that aligns with business common sense, even if it departs from the strict literal meaning of the words.

The principle of business common sense recognizes that parties to a contract are generally motivated by commercial objectives and seek to achieve reasonable outcomes. It allows the court to consider the context, purpose, and commercial implications of the contract in order to determine the intention of the parties.

In applying the principle, the court must strike a balance between the language used in the contract and the implications of different interpretations. It takes into account factors such as the quality of drafting, the overall context of the agreement, and the commercial considerations that may have influenced the parties’ intentions.

However, it’s important to note that the court’s interpretation is not based solely on business common sense. The court must still give due regard to the actual words used in the contract and consider other relevant factors, such as the intentions of the parties and the specific circumstances of the case.

2) The case of Wood v Capita Insurance Services Ltd [2017] UKSC 24 further emphasizes that the court should be mindful of the possibility that a provision may be a negotiated compromise or that the parties were unable to agree on more precise terms. This highlights the importance of considering the entire contractual context and the realities of the negotiations in determining the meaning of the contract.

Overall, these cases demonstrate the courts’ willingness to consider commercial reasonableness and practical implications in interpreting contractual terms, but they also emphasize the need to balance these considerations with the actual language of the contract and the intentions of the parties.

Question 35

What is an implied term?

Answer 35

An implied term is one that is not expressed orally or in writing by the parties to the contract, but which is implied by the court through fact, law, custom or statute, to deal with a specific situation before it.

Question 36

In which cases will courts imply terms in contracts? (4 points + 1 leading case on the last point)

Answer 36

1) The courts will imply a term into a contract if they believe it reflects the true intention of the parties on a specific matter, even if the parties did not explicitly address it during contract formation.

2) The implication of a term is based on the actual intention of the parties, as a matter of fact, rather than what might be fair or reasonable.

3) For a term to be implied, it must be necessary. This means that without the implied term, the contract would lack effectiveness or coherence.

4) A term will not be implied to address an eventuality that the parties did not anticipate. If the parties did not consider a particular situation, it cannot be assumed that they intended for a specific term to apply in that circumstance.

The case reference to Crest Homes (South West) Ltd v Gloucestershire County Council [1999] EWCA Civ 1642 highlights the principle that a term cannot be implied to cover an unforeseen event or issue. The court will only imply terms based on what the parties would reasonably have intended, considering the circumstances known to them at the time of contract formation.

Question 37

Traditionally, the courts would apply which key tests when implying a term into a contract as a matter of fact?
How were the tests later refined?

Answer 37

Traditionally, the courts would apply the following key tests when implying a term into a contract as a matter of fact:

1) The officious bystander test: According to the officious bystander test, if an impartial person were present during the negotiation of the contract and suggested a specific provision to the parties, they would agree to it without hesitation, considering it obvious and necessary. (Shirlaw v Southern Foundries [1939] 2 KB 206, MacKinnon LJ). The test serves as a way to assess whether a term is so obvious and essential that it would have been included by the parties if they had explicitly discussed it. If the officious bystander’s suggested provision aligns with the common understanding and intention of the parties, the court may imply it as a term of the contract.

2) The business efficacy test: According to the business efficacy test, a term can be implied if it is necessary to give the contract business efficacy or to make it workable. In other words, if without the implied term, the contract would lack commercial or practical coherence or would be deprived of its intended purpose, the court may imply the term to ensure the contract’s effectiveness. It was established in the case of The Moorcock (1889) 14 PD 64 and further developed in subsequent case law, including Trollope & Colls Limited v North West Metropolitan Hospital Board [1973] 1 WLR 601. The test requires demonstrating that the term is not just desirable or reasonable, but essential for the contract to function as intended. It focuses on the practical implications and commercial necessity of implying the term in order to give the contract commercial or operational coherence. Therefore, if it is clear that the contract would not function or achieve its intended purpose without the implied term, the court may imply that term into the contract to make it workable and give it business efficacy.

The conditions described by Lord Simon of Glaisdale in BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) refine and clarify the requirements for implying a term in a contract. These conditions are considered to be necessary for a term to be implied as a matter of fact:

1) Reasonable and equitable: The implied term should be reasonable and fair to both parties. It should not be biased or disadvantageous to either party.

2) Necessary for business efficacy: The term must be necessary to give the contract business efficacy, meaning that without the implied term, the contract would lack commercial or practical coherence. If the contract can function effectively without the term, it will not be implied.

3) So obvious that it goes without saying: The term should be so obvious that it would be assumed to be included by the parties themselves if they had considered the matter explicitly during the contract negotiation. It should be a term that is commonly understood and expected in similar contracts.

4) Capable of clear expression: The implied term should be capable of being clearly expressed in words. It should be capable of being formulated and understood in a precise and definite manner.

5) No contradiction with express terms: The implied term should not contradict any express terms of the contract. It should be consistent with the existing terms and should not undermine or alter the express intentions of the parties as reflected in the written agreement.

These conditions provide guidance to the courts when determining whether a term should be implied into a contract based on the parties’ presumed intention and the requirements of fairness, business efficacy, and reasonableness.

Question 38

We have learned two tests that have been established in case law to imply a term in a contract as a matter of fact. However, there was one leading case where a judge shifted towards a more objective approach. Explain.

Answer 38

In the case of Attorney General of Belize v Belize Telecom Ltd [2009] UKPC 10, Lord Hoffman emphasized the importance of arriving at a proper construction or interpretation of the contract based on an objective assessment of the express words used in the contract and the relevant background information. He suggested that the previous tests, including the officious bystander and business efficacy tests, should be seen as tools or pointers that may or may not assist in determining the parties’ contractual intention.

According to Lord Hoffman’s approach, the question for the court is whether a provision should be implied based on what the contract, when read objectively and against the relevant background, would reasonably be understood to mean. This approach focuses on interpreting the express terms of the contract rather than relying on external tests or subjective considerations. The goal is to ascertain the true intention of the parties by analyzing the language used in the contract and the surrounding circumstances.

Lord Hoffman’s perspective in the Belize case represents a shift towards a more objective approach to implying terms into a contract, prioritizing the construction and interpretation of the contract itself rather than relying solely on traditional tests. However, it’s important to note that courts may still consider the previous tests, such as the officious bystander and business efficacy tests, as helpful guidance in determining the parties’ intentions in specific cases.

Question 39

Mediterranean Salvage & Towage Ltd v Seamar Trading & Commerce Inc (The Reborn) [2009] EWCA Civ 531 bridged the well-established principles of implying terms with Lord Hoffman’s approach. What was established in this leading case?

Answer 39

In the case of Mediterranean Salvage & Towage Ltd v Seamar Trading & Commerce Inc (The Reborn) [2009] EWCA Civ 531, the Court of Appeal acknowledged and applied Lord Hoffman’s approach to implying terms into a contract as outlined in the Belize case. However, the court affirmed that the requirement of necessity still plays a crucial role in determining whether a term should be implied.

Sir Anthony Clarke MR, in his judgment, made it clear that Lord Hoffman’s approach did not diminish the importance of necessity in implying a term. He stated that Lord Hoffman was not retracting from the well-established principle that a term must be necessary to be implied; mere reasonableness is not sufficient. The term to be implied should be necessary to give business efficacy to the contract or to give effect to the presumed intention of the parties. The requirement of necessity remains a determining factor in the decision to imply a term, even under Lord Hoffman’s approach.

In summary, while Lord Hoffman’s approach in the Belize case emphasized an objective construction and interpretation of the contract, the requirement of necessity for implying a term into a contract was affirmed by the Court of Appeal in Mediterranean Salvage & Towage Ltd v Seamar Trading & Commerce Inc (The Reborn). Reasonableness alone is not enough, and the term to be implied must be necessary to make the contract work or to give effect to the parties’ presumed intention.

Question 40

Terms can be implied by custom. What is the leading case for this?

Answer 40

Terms may be implied into a contract based on custom or usage of a particular trade or business, market, or locality. This means that certain terms that are commonly understood and accepted within a specific industry may be deemed to be part of the contract, even if they were not expressly communicated between the parties.

For example, in the case of British Crane Hire v Ipswich Plant Hire [1975] QB 303, the Court of Appeal held that the owner’s terms, which were customary and well-known in the crane hire business, were binding on the hirer even though they were not specifically communicated at the time of hiring. The court recognized that these terms formed a “common understanding” between parties engaged in the same business, and therefore they were implied into the contract.

Question 41

Can terms of a collective agreement between a trade union and an employer be incorporated into individual employees’ contracts by implication?

Answer 41

Yes, Terms of collective agreements between trade unions and employers may be incorporated into individual employees’ contracts by implication, on the basis that the terms of the collective agreement are uniformly observed for the group of workers, of which the employee is a member.

Question 42

Terms can be implied by law. What does that mean?

Answer 42

Terms implied by statute can fall into two categories: obligatory terms and terms that apply by default unless the parties opt out of them. Obligatory terms are typically found in consumer protection legislation, which mandates certain rights and protections for consumers. On the other hand, terms implied by default can be found in statutes such as the Partnership Act 1890, where certain terms are automatically implied into partnership agreements unless the parties expressly exclude them.

Prior to 2015, consumer protection legislation in the UK consisted of a series of Acts and Regulations. However, the Consumer Rights Act 2015, which came into force on October 1, 2015, simplified and consolidated the existing legislation related to contracts between traders and consumers.

Question 43

Liverpool City Council v Irwin [1977] AC 239

Answer 43

Liverpool City Council v Irwin [1977] AC 239 is a notable case in English contract law that deals with the implication of terms in a lease agreement. In this case, the House of Lords considered the issue of whether the local council, as the landlord, had an implied obligation to maintain the common areas of a housing estate in a reasonable state of repair.

The tenants of the housing estate brought a claim against the council, arguing that the council had failed to maintain the common areas, which had fallen into disrepair. The tenants relied on an implied term that the council had an obligation to keep the common areas in a reasonable state of repair.

The House of Lords held that there was indeed an implied term in the lease agreement between the council and the tenants, imposing an obligation on the council to maintain the common areas. Lord Denning, delivering the leading judgment, emphasized that the implication of such a term was necessary for the proper functioning of the lease and the enjoyment of the premises by the tenants. He rejected the argument that implied terms should be limited to those necessary for business efficacy, stating that the court could imply terms whenever it was just and reasonable to do so.

This case established the principle that in certain circumstances, the courts can imply terms into a contract to ensure that it is performed in a reasonable and equitable manner. It broadened the scope of implied terms beyond strict necessity and recognized the importance of fairness and reasonableness in contractual relationships.

Question 44

For contracts between customers and customers, traders and customers, and business and businesses, there are two statutes that are have codified requirements. Which?

Answer 44

Contracts between traders and customers: Customer Rights Act 2015
Contracts between customers and customers and businesses and businesses: Sales of Goods Act 1979

The Customer Rights Act has replaced many requirements from the Sales of Goods Act 1979

Question 45

The Sales of Goods Act 1979 implies what terms?

Answer 45

1a) Seller’s right to sell goods
1b) Sale by description
2a) Sale by quality
2b) Sale by fitness for purpose
2c) Sale by sample

Question 46

Where can the seller’s right to sell goods be found and what does it mean?

Answer 46

In section 12 of the Sales of Goods Act 1979

This means that the seller either currently has the right to sell the goods or will have the right to sell them when the property in the goods is transferred to the buyer. This term also includes a warranty of freedom from any encumbrances and ensures the buyer’s quiet possession of the goods.

Question 47

What would happen if a contract included a term that conflicts with section 12 of the Sales of Goods Act 1979 (seller’s right to sell goods)?

Answer 47

If a contract includes a condition that contradicts Section 12, it would not relieve the seller from their obligation to ensure that they have the right to sell the goods and that the goods are free from any encumbrances. The buyer would still be entitled to assert their rights under Section 12 and seek remedies for any breach of the implied term.

Question 48

Which principle did Rowland v Divall [1923] 2 KB 500 establish?

Answer 48

The case of Rowland v Divall [1923] 2 KB 500 establishes the principle that a contract for the sale of goods is determined by the transfer of ownership rather than the mere use of the goods. Ownership transfer is a key factor in determining whether the seller has the right to sell the goods and whether the buyer will have unencumbered possession of the goods.

Question 49

Butterworth v Kingsway Motors [1954] 1 WLR 1286

Answer 49

In the case of Butterworth v Kingsway Motors [1954] 1 WLR 1286, the scenario involved the sale of a car by A to B through a hire purchase agreement. However, at the time of the sale, not all hire purchase payments had been made by B. Subsequently, B sold the car to C, who then sold it to Kingsway Motors. Kingsway Motors, in turn, sold the car to Butterworth. It was discovered that the final hire purchase payment had still not been settled when Butterworth had been using the car for 11 months. Upon learning of this, Butterworth informed Kingsway that he was canceling the contract.

The court held that there had been a breach of section 12, which implies a term that the seller must have the right to sell the goods and provide clear title. In this case, since the hire purchase payments were not fully completed, the title to the car had not been transferred to B, and therefore, it had not been transferred to subsequent buyers, including Butterworth. As a result, Butterworth was entitled to repudiate the contract, effectively canceling it. However, Kingsway, B, and C could only seek damages for any losses incurred due to the breach.

Question 50

“provide clear title” - what does it mean?

Answer 50

To “provide clear title” means that the seller or transferor of a property or asset has legal ownership of the property and has the right to transfer that ownership to the buyer or transferee without any encumbrances or claims by third parties.

Clear title implies that there are no outstanding liens, mortgages, claims, or legal disputes that could affect the buyer’s ownership or use of the property. It ensures that the buyer receives full and unencumbered ownership rights, free from any legal or financial burdens associated with the property.

When a seller provides clear title, they are assuring the buyer that they have the legal authority to transfer ownership and that there are no undisclosed or hidden issues that could affect the buyer’s rights to the property. It is a fundamental requirement in most sales transactions, particularly in real estate and other high-value assets.

Question 51

In the case of Butterworth v Kingsway Motors [1954] 1 WLR 1286, the scenario involved the sale of a car by A to B through a hire purchase agreement. However, at the time of the sale, not all hire purchase payments had been made by B. Subsequently, B sold the car to C, who then sold it to Kingsway Motors. Kingsway Motors, in turn, sold the car to Butterworth. It was discovered that the final hire purchase payment had still not been settled when Butterworth had been using the car for 11 months. Upon learning of this, Butterworth informed Kingsway that he was canceling the contract.

The court held that there had been a breach of section 12, which implies a term that the seller must have the right to sell the goods and provide clear title. In this case, since the hire purchase payments were not fully completed, the title to the car had not been transferred to B, and therefore, it had not been transferred to subsequent buyers, including Butterworth. As a result, Butterworth was entitled to repudiate the contract, effectively canceling it. However, Kingsway, B, and C could only seek damages for any losses incurred due to the breach.

Why could B and C seek damages?

Answer 51

When A sold the car to B, it is implied that A had the right to sell the car and provide clear title, as mentioned earlier. However, since the final hire purchase payment had not been made, A failed to fulfill the obligation of providing clear title to B. This breach of contract by A entitles B to claim damages for any losses or harm suffered as a result of the breach.

Similarly, when B sold the car to C, B also breached the implied term of providing clear title to C since B did not have clear title to transfer. As a result, C also incurred damages due to the breach of contract by B.

In such cases, the damages would typically aim to compensate the injured party (B and C) for any financial losses or harm they suffered as a result of the seller’s failure to provide clear title. The specific amount of damages would depend on various factors, including the actual losses incurred and any other relevant circumstances of the case.

Question 52

In a contract for the sale of goods, Section 12 of the Sale of Goods Act implies a term that the seller has the right to sell the goods. This means that the seller either currently has the right to sell the goods or will have the right to sell them when the property in the goods is transferred to the buyer. This term also includes a warranty of freedom from any encumbrances and ensures the buyer’s quiet possession of the goods.

If the seller owns the goods but is prevented by a third party from selling them, it would constitute a breach of this condition. In such a case, the seller would be unable to fulfill their obligation to transfer the ownership of the goods to the buyer, and the buyer’s right to quiet possession and freedom from encumbrances would be compromised.

What does the ‘buyer’s right to quiet possession’ mean?

Answer 52

Buyer’s quiet possession of the goods refers to the buyer’s right to possess and use the purchased goods without interference or disturbance from any third party claiming a superior right to the goods. It is an implied warranty provided by the seller under Section 12(2) of the Sale of Goods Act (or similar provisions in other jurisdictions).

In essence, this warranty ensures that the buyer will not face any legal claims, disputes, or actions by third parties asserting ownership rights or other interests in the goods. The seller guarantees that the buyer will have undisturbed and peaceful possession of the goods, allowing them to use and enjoy the purchased items without interference.

If a third party were to make a claim or interfere with the buyer’s possession of the goods, it would be considered a breach of the warranty of quiet possession. In such cases, the buyer may be entitled to seek legal remedies, such as damages or even rescission of the contract, depending on the applicable laws and the extent of the breach.

It’s important to note that the specific scope and limitations of the warranty of quiet possession can vary depending on the jurisdiction and the terms of the contract. Therefore, it is advisable to consult the relevant laws or seek legal advice to understand the specific rights and remedies available in a particular situation.

Question 53

Niblett v Confectioners Materials [1921] 3 KB 387 is cited as a leading case for the seller’s right to sell, what is it about?

Answer 53

In Niblett v Confectioners Materials [1921] 3 KB 387, the sellers, who dealt in confectioners’ materials, entered into a written contract to sell condensed milk to the buyers. The contract specified the type and standard of the milk, as well as the price including insurance and freight. The buyers received the shipping documents and paid the price, but when the goods arrived, they bore a name or brand that infringed the registered trademark of certain manufacturers of condensed milk. The customs authorities detained the goods at the manufacturers’ request.

The buyers were required to remove the infringing name or brand in order to take possession of the goods, and they could only sell them at a loss without any distinctive mark. The buyers sued the sellers for breach of warranty.

The court held that the sellers had breached several implied conditions and warranties under the Sale of Goods Act 1893. Firstly, they had breached the implied condition in Section 12(1) of the Act, which states that the seller has the right to sell the goods. Secondly, they had breached the implied condition in Section 14(2) of the Act, which requires goods bought by description from a seller who deals in goods of that description to be of merchantable quality. Lastly, they had breached the implied warranty in Section 12(2) of the Act, which guarantees the buyer’s quiet possession of the goods.

The sellers argued that the contract allowed them to deliver milk of several brands, including the infringing brand. However, the court held that even if such a term existed in the oral contract, it did not show a different intention that would negate the implied condition and warranty provided by the Sale of Goods Act.

Therefore, the sellers were found liable for breaching the implied conditions and warranties, and the buyers were entitled to claim damages as a result.

Question 54

What is the sale by description and which section of the Sale of Goods Act is it in?
Leading case?

Answer 54

Section 13 of the Sale of Goods Act establishes an implied term in contracts where goods are sold by description. According to this section, it is implied that the goods being sold must correspond with the description provided. This applies even if the buyer had the opportunity to examine the goods before making the purchase. The seller is held strictly liable for any non-conformity, irrespective of their fault or the buyer’s inspection.

In the case of Beale v Taylor [1967] 1 WLR 1193, the dispute centered around the sale of a car. The car was advertised and inspected as a 1961 Triumph Herald 1200, but upon closer examination, it was discovered that only the back half of the car matched the given description. Despite the buyer’s pre-contract inspection, the court concluded that this transaction fell under the category of a sale by description.

This case serves as an illustration of the principle outlined in section 13. It highlights that when goods are sold based on a specific description, it is the seller’s responsibility to ensure that the goods correspond to that description. The buyer’s examination does not absolve the seller of their obligation, and they can be held liable if the goods fail to meet the described specifications.

Question 55

There exist terms in the Sale of Goods Act that relate to quality & fitness. Where can it be found and what does it mean?

Answer 55

Section 14(2) of the Sale of Goods Act incorporates an implied term in contracts where the seller sells goods in the course of a business. This term states that the goods should be of satisfactory quality. It means that the goods should meet a standard that a reasonable person would consider satisfactory, taking into account factors such as their description, price, and other relevant circumstances. This provision was amended by the Sale and Supply of Goods Act 1994, introducing sections 14(2A) and (2B) which further clarify the concept of “satisfactory quality.”

Under the amended sections, satisfactory quality encompasses not only functionality but also aspects like appearance, finish, and freedom from minor defects. However, if a defect that renders the goods unsatisfactory was specifically brought to the buyer’s attention before the purchase, or if the buyer had the opportunity to examine the goods and the defect would have been apparent upon reasonable examination, then the implied terms of section 14(2) do not apply.

Question 56

Leading case for section 14(2) of the Sale of Goods Act relating an implied term regarding satisfactory quality.

Answer 56

In Rogers v Parish (Scarborough) Ltd [1987] QB 933, the case involved the purchase of an expensive car model by the plaintiff, Rogers. The car had a series of defects, although it was still drivable. Rogers argued that these defects rendered the car unmerchantable, thus breaching the implied term of satisfactory quality under Section 14(2) of the Sale of Goods Act.

The court ruled in favor of Rogers, establishing an important precedent. The case clarified that satisfactory quality encompasses not only the functionality of the goods but also factors such as appearance, finish, and freedom from minor defects. It emphasized that when a buyer pays a high price for goods, they are entitled to a corresponding high standard of quality.

The decision in Rogers v Parish (Scarborough) Ltd highlights the significance of the implied term of satisfactory quality and reinforces the rights of buyers to expect goods of a certain standard, even if the defects do not affect the basic functionality of the product.

Question 57

The Sales of Goods Act contains an implied term regarding the fitness for purpose. Where can it be found and what does it mean? Where are the limitations?

Answer 57

Section 14(3) of the Sale of Goods Act establishes an important implied term in contracts where the seller sells goods in the course of a business and the buyer communicates a specific purpose for which the goods are being purchased. This provision states that there is a strict liability on the seller to ensure that the goods are reasonably fit for that particular purpose, regardless of whether it is the common purpose for such goods.

In other words, if the buyer informs the seller about a specific intended use for the goods, the seller is obligated to provide goods that are suitable and fit for that purpose. This implied term holds the seller accountable for ensuring that the goods meet the reasonable expectations of the buyer concerning their suitability for the stated purpose.

It is important to note that this implied term applies even if the buyer has not explicitly requested goods specifically designed for that purpose. As long as the buyer communicates their intended use to the seller, the seller is responsible for providing goods that are reasonably fit for that purpose.

However, there are limitations to this implied term. If the buyer did not rely on the seller’s skill or judgment, or if it would have been unreasonable for the buyer to do so, the implied term may not apply. This means that if the buyer is aware of their specific requirements and does not rely on the seller’s expertise, the seller may not be held strictly liable if the goods are not suitable for the intended purpose.

Section 14(3) aims to protect buyers by ensuring that they can rely on the seller’s expertise and knowledge to provide goods that are suitable for their intended use. It establishes a strict liability standard, placing the burden on the seller to deliver goods that meet the buyer’s stated purpose.

Question 58

There are two leading cases regarding the fitness for purpose. Which?

Answer 58

Frost v Aylesbury Dairy Co [1905] 1 KB 608: In this case, the plaintiff purchased a bottle of ginger beer which contained a dead snail. As a result, he suffered from gastroenteritis and other health issues. The Court held that the implied term of fitness for purpose applied, even though the plaintiff did not explicitly state that he intended to consume the ginger beer. The presence of the dead snail made the ginger beer unfit for consumption, and the defendant was found liable for breaching the implied term under Section 14(3) of the Sale of Goods Act.

Griffiths v Peter Conway [1939] 1 All ER 685: In this case, the claimant bought a tweed coat that had been tailored to her specific instructions. However, the coat caused her dermatitis due to her abnormally sensitive skin. The Court of Appeal held that the defendant was not liable for the breach of the implied term of fitness for purpose. Despite the coat turning out to be unsuitable for the claimant’s particular purpose, the Court considered her unique condition and held that it would have been unreasonable to expect the defendant to anticipate such an abnormal sensitivity. This case demonstrates that liability under Section 14(3) may not arise if the buyer’s particular purpose is not reasonable or if the buyer did not rely, or it would have been unreasonable to rely, on the seller’s skill or judgment.

Both cases relate to Section 14(3) of the Sale of Goods Act, which establishes an implied term that goods sold in the course of a business should be reasonably fit for the particular purpose made known to the seller by the buyer. Frost v Aylesbury Dairy Co highlights the application of the implied term when goods are unfit for their obvious purpose, while Griffiths v Peter Conway shows the limitations of the implied term when the buyer’s specific circumstances or requirements are unusual or unreasonable to expect the seller to anticipate.

Question 59

The Sales of Goods Act contains an implied term regarding the sample. Where can it be found and what does it mean?

Answer 59

Section 15 of the Sale of Goods Act establishes an implied term in contracts for sale by sample. This term states that the bulk of the goods should correspond with the sample provided in terms of quality. It also guarantees the buyer a reasonable opportunity to compare the bulk of the goods with the sample. Furthermore, the implied term ensures that the goods are free from any defect that would render them of unsatisfactory quality, provided that such a defect is not apparent upon a reasonable examination of the sample. This provision aims to protect the buyer by ensuring that the goods received are consistent with the sample provided, allowing for a fair comparison and avoiding any hidden defects that may affect their quality.

Question 60

In 1982, the Sales of Goods Act (SOGA) was revised. What was the main scope of the revision?

Answer 60

The main scope of the revision in 1982 was to extend the provisions of the Sale of Goods Act 1979 to contracts primarily focused on the supply of services. The Supply of Goods and Services Act 1982 applies to contracts where services are the main element, such as contracts for repair or other services.

Under the 1982 Act, similar provisions to those in the Sale of Goods Act 1979 are incorporated. For example, (A) the supplier of services is required to perform their service with reasonable skill and care. (B) They are also obligated to complete the service within a reasonable time. Additionally, (C) if the price for the service is not predetermined in the contract or by previous dealings, the party engaging the supplier is expected to pay a reasonable charge for the services rendered.

The Supply of Goods and Services Act 1982 provides a legal framework for contracts primarily involving the supply of services and ensures that similar consumer protections as those in the Sale of Goods Act apply to these types of contracts.

Question 61

The terms implied into contracts of sale have largely developed through case law and can be influenced by which two factors?
Can these implied terms can be modified or excluded? If so, how? Are there limitations? by express agreement or trade usage. However, there are some limitations:

Answer 61

Whether (A) the implied term is considered a condition or a warranty, as well as whether (B) one party is acting as a consumer. In general, these implied terms can be modified or excluded by express agreement or trade usage. However, there are some limitations:

Firstly, an express term will only override an implied term if it is inconsistent with it. In other words, the express term must directly conflict with the implied term in order to negate its effect.

Secondly, any express term that attempts to exempt the seller from the implied obligations regarding title, as stated in section 12 (e.g., Seller’s right to sell goods), is considered void under section 6(1) of the Unfair Contract Terms Act 1977 (UCTA). This means that sellers cannot completely waive their responsibility for title issues.

Thirdly, in a consumer sale where the buyer is not purchasing in the course of a business, the statutory terms related to contract description, sample, quality, or fitness for purpose (covered under sections 13-15 of SOGA and sections 31, 47, and 57 of the Consumer Rights Act 2015) cannot be excluded or restricted. The burden of proof falls on the seller to demonstrate that a particular sale does not fall under the category of a consumer sale, as specified in section 6(2) of the UCTA 1977.

These provisions aim to protect consumers by ensuring that certain essential terms cannot be easily waived or restricted, particularly in cases where individuals are purchasing goods or services for personal use rather than in a commercial context.

Question 62

Any express term that attempts to exempt the seller from the implied obligations regarding title, as stated in section 12, is considered void under section 6(1) of the Unfair Contract Terms Act 1977 (UCTA). This means that sellers cannot completely waive their responsibility for title issues. What are the implied obligations regarding title under section 12?

Answer 62

Under Section 12 of the Sale of Goods Act 1979, there are three implied obligations regarding title:

1) Implied Condition of Seller’s Right to Sell: The seller implicitly warrants that they have the right to sell the goods. This means they have legal ownership or the authority to transfer ownership to the buyer.

2) Implied Condition of Seller’s Right to Transfer Property: In cases where the sale involves the transfer of property in the goods, the seller implicitly warrants that they will have the right to transfer the property to the buyer at the agreed time.

3) Implied Warranty of Quiet Possession: The seller implicitly guarantees that the buyer will have peaceful and undisturbed possession of the goods. This means that the buyer will not be subject to any claims or interference from third parties regarding the ownership or possession of the goods.

These implied obligations provide assurance to the buyer regarding the seller’s title to the goods and their ability to transfer ownership without any encumbrances or disputes. Sellers cannot exclude or exempt themselves from these obligations through express terms in the contract, as specified in Section 6(1) of the Unfair Contract Terms Act 1977.

Question 63

In which cases might ss.13-15 SOGA may be excluded or restricted in contracts?

Answer 63

In cases where the buyer is not dealing as a consumer, meaning they are purchasing goods for business purposes or with the intention of resale, the implied terms under Sections 13-15 of the Sale of Goods Act (SOGA) can be excluded or restricted. However, this exclusion or restriction must be considered fair and reasonable under Section 6(3) of the Unfair Contract Terms Act 1977 (UCTA).

It is important to note that even businesses can sometimes operate as consumers. For example, if a business purchases a car for the personal use of one of its staff members, the transaction may be considered a consumer sale. In such cases, the statutory protections regarding contract description, sample, quality, or fitness for purpose cannot be excluded or restricted, and the seller would bear the burden of proving that the sale does not fall within the consumer context, as stated in Section 6(2) of the UCTA 1977.

Question 64

What changes did the Consumer Rights Act 2015 introduce?
How are traders and consumers defined?
Who has the burden of proof?

Answer 64

The Consumer Rights Act 2015 introduced a specific framework for implied terms and unfair terms in contracts between traders and consumers, applicable to contracts entered into on or after October 1, 2015. According to the Act, a trader is defined as a person acting for purposes related to their trade, business, craft, or profession, while a consumer refers to an individual acting for purposes that are predominantly outside of their trade, business, craft, or profession.

It is noteworthy that the term “mainly” in the definition of a consumer is significant. It means that even if an individual uses a product or service for personal purposes, while also utilizing it for work or business to some extent, they can still be classified as a consumer. For example, an individual who works from home on Fridays and purchases a kettle for personal use would be considered a consumer under the sale of goods contract, despite using the kettle during work hours on Fridays.

The burden of proving that a particular sale is not a consumer sale lies with the seller (same as for SOGA). In addition to the Consumer Rights Act 2015, specific types of consumer contracts, such as distance sales contracts, may have additional implied terms under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

It’s important to note that the implied terms in a consumer contract can vary depending on the nature of the contract, and these terms are explained in further detail below the mentioned legislation.

Question 65

The Consumer Rights Act 2015 introduced a specific framework for implied terms and unfair terms in contracts between traders and consumers, applicable to contracts entered into on or after October 1, 2015. What five implied terms resulted for consumer contracts?

Answer 65

In consumer contracts for the sale or hire of goods, there are several implied terms that govern the quality, fitness for purpose, description, installation (if applicable), and the trader’s right to sell the goods. These implied terms protect the consumer’s interests and ensure that the goods meet certain standards. It’s important to note that these implied terms only apply to contracts between a trader and a consumer.

The implied terms related to the goods are as follows:

1) Satisfactory quality: The goods must meet a standard that a reasonable person would consider satisfactory. This includes factors such as fitness for the usual purpose, appearance, finish, freedom from minor defects, safety, and durability. The price, product description, and advertising may also be relevant in assessing satisfactory quality.

2) Fit for a particular purpose: If a consumer informs the trader about a specific purpose for which the goods are required, or if it’s evident that the goods are intended for a particular purpose and the trader supplies them accordingly, the goods should be fit for that specified purpose.

3) Match the description, sample, or model: If a consumer relies on a description, sample, or display model provided by the trader, the goods must conform to that description, sample, or model.

4) Proper installation (if applicable): If the contract includes an agreement for installation, the trader is responsible for ensuring that the goods are installed correctly.

5) Trader has right to sell the goods: Additionally, there is an implied term that the trader has the right to sell or transfer the goods at the time of ownership transfer. The goods should be free from any undisclosed charges or encumbrances, and the consumer should enjoy quiet possession of the goods.

These implied terms provide consumers with certain protections and expectations regarding the quality, fitness for purpose, and description of the goods, as well as the trader’s right to sell the goods.

Question 66

The Consumer Rights Act 2015 provides consumers with a set of remedies over and above the remedies usually available in contract law. Which are those?

Answer 66

1) Short-time right to reject + right to refund
2) Repair or replacement
3) Price reduction and the final right to reject

Question 67

The Consumer Rights Act 2015 provides consumers with specific rights and remedies when goods do not meet certain requirements. There are the key provisions related to the short-term right to reject + right to refund, repair or replacement, and price reduction. Explain them.

Answer 67

1a) Short-term right to reject: If the goods do not meet the requirements of satisfactory quality, fit for a particular purpose, matching the description, sample or model, or the trader’s right to sell the goods, the consumer has a short period of 30 days (or the expected life of perishable goods) to reject the goods. This right does not apply to incorrect installation. If the consumer requests repair or replacement during this period, the 30-day period is paused, and the consumer has the remainder of the 30-day period or seven days (whichever is longer) to assess whether the repair or replacement is successful before deciding to reject the goods.

1b) Right to refund: When a consumer rejects goods he can claim a refund. This would be a full refund or, in the case of hire, a refund for any part of the hire that was paid for but not supplied. The consumer is also released from all their outstanding obligations under the contract - for example, the outstanding installments in a contract of hire purchase. A refund must be given without undue delay, and in any event within 14 days of the trader agreeing that the consumer is entitled to a refund.

2) Repair or replacement: When there is a breach of contract, but the consumer does not exercise the right to reject the goods, they can claim repair or replacement. The trader is responsible for providing repair or replacement at no cost to the consumer, within a reasonable time, and without causing significant inconvenience. The consumer cannot choose one of these remedies above the other if the chosen remedy is either impossible or disproportionate as compared to the other remedy. The consumer must give the trader a reasonable time to provide the chosen remedy. If repair or replacement fails after one attempt or is not provided within a reasonable time, the consumer is entitled to further repair or replacement, or they can choose a price reduction or the right to reject.

3) Price reduction and final right to reject: If repair or replacement is not available, unsuccessful, or not provided within a reasonable time, the consumer can choose to keep the goods and claim a price reduction, or return the goods and reject them. The price reduction should be an appropriate amount based on the circumstances, up to the whole price. If the consumer rejects the goods, they are entitled to a refund, which may be reduced to account for any use of the goods. However, no deduction can be made for the consumer having the goods due to the trader’s delay in collecting them, except for motor vehicles. Goods rejected within six months of supply generally do not allow for deductions, except for motor vehicles.

These provisions ensure that consumers have remedies available to them when goods do not meet the required standards, giving them options such as rejecting the goods, requesting repair or replacement, or claiming a price reduction.

Question 68

What are the implied terms for consumer contracts for the supply of services stipulated in the Consumer Rights Act 2015?

Answer 68

Consumer contracts for the supply of services are governed by implied terms to protect the consumer’s interests. Here are the key implied terms for supply of services:

1) Reasonable care and skill: The service provider must carry out the service with reasonable care and skill, performing to a standard that is expected of a competent professional in that trade or profession. However, this does not guarantee a specific result or outcome.

2) Information provided is binding: Any information provided voluntarily by a trader to a consumer about the trader or the service, which is then taken into account by the consumer when entering into a contract, or when the contract is being performed, is deemed to be a part of the contract, unless the trader moderated the statement on the same occasion (in which case the original version of the statement will not be binding, but the moderated version of the statement will be binding), or the parties expressly agreed otherwise at a later date but prior to entering into a contract. This is significant, as, if the information proves to be incorrect, it allows a consumer to raise a claim for breach of contract, which is generally easier to prove, rather than having to rely on an action for misrepresentation.

3) Reasonable price: If the price for the service is not agreed upon beforehand, it must be reasonable. The reasonableness of the price is typically assessed by considering what other similar traders might charge for a similar service.

4) Reasonable time for performance: If there is no specific agreement regarding the timeframe for the service to be performed or completed, it must still be carried out within a reasonable time. The reasonableness of the time frame depends on the nature of the service and other relevant circumstances.

These implied terms ensure that consumers receive services that meet a reasonable standard of care and skill, are provided with accurate and reliable information, are charged a fair price, and receive services within a reasonable time frame.

Question 69

Under the Consumer Rights Act 2015, consumers have specific remedies available to them when there is a breach of implied terms relating to services. What are those?

Answer 69

Under the Consumer Rights Act 2015, consumers have specific remedies available to them when there is a breach of implied terms relating to services. These remedies are in addition to any other remedies or compensation the consumer may be entitled to. The main remedies are as follows:

Repeat performance: If the trader fails to exercise reasonable care and skill or breaches a requirement related to the service based on the information provided, the consumer can request the trader to repeat the service to rectify the issues. The trader must carry out the repeat performance at no additional cost to the consumer, within a reasonable time, and without causing significant inconvenience. However, repeat performance cannot be demanded if it is impossible to achieve the required standard. For example, where a patient is left permanently paralysed after unsuccessful surgery, the patient would not be able to ask the surgeon for repeat performance.

Price reduction: If repeat performance is not possible or cannot be completed within a reasonable time without causing significant inconvenience, or if the trader breaches a requirement unrelated to the service itself, the consumer can claim a price reduction. The amount of the price reduction depends on the seriousness of the breaches and can be up to 100% of the price paid. This means that the consumer may be entitled to receive a refund or a partial refund if they have already made full or partial payment for the service.

These remedies aim to provide consumers with options to address breaches of implied terms related to services. Consumers can either request the service to be repeated to meet the required standards or seek a price reduction when repeat performance is not feasible or appropriate. The specific remedy chosen will depend on the circumstances of the breach and the desired outcome for the consumer.

Question 70

Under the Consumer Rights Act 2015, contracts for the supply of digital content are subject to specific provisions. What are the three implied terms for such contracts?
How is digital content defined?

Answer 70

Under the Consumer Rights Act 2015, contracts for the supply of digital content are subject to specific provisions. The Act defines digital content as data produced and supplied in digital form, including products and services such as music downloads, software, computer games, and television/film productions. Consumer contracts for digital content include the following implied terms:

1) Satisfactory quality: The digital content must meet the expectations of a reasonable person. Factors taken into account include (A) any description provided, (B) the price paid, and (C) any other relevant circumstances, including public statements in advertising and labeling made by the trader. Public statements made by the trader may be disregarded if they were withdrawn before the contract was made, anything incorrect or misleading in the statement had been corrected, or the consumer’s decision was not influenced by the statement.

2) Fit for a particular purpose: If the consumer informs the trader of a specific purpose for using the digital content before entering into the contract, the digital content must be fit for that purpose. This applies whether the purpose is made known by the consumer directly or by implication. However, this term does not apply if the trader can demonstrate that the consumer did not rely on the fitness for the particular purpose when the contract was made or that it was unreasonable for the consumer to rely on the trader’s skill or judgment.

3) As described: The digital content must match any description provided by the trader. If the digital content contains additional or enhanced features not described, it will not be considered a breach of this term.

These implied terms only apply if the consumer has paid a monetary price for the digital content. If the digital content is given away for free, the rights under the Consumer Rights Act 2015 do not apply. However, if the digital content is described as “free” but is actually provided in conjunction with goods, services, or other paid digital content, the rights do apply. This is designed to protect consumers against, for example, free anti-virus software of poor quality being supplied as part of the purchase of a new computer.

It’s important to note that in contracts for the supply of digital content, the trader may not necessarily own the intellectual property rights to the content. Nevertheless, the Act implies a term that the trader has the right to supply the digital content, even if they don’t possess the necessary permissions from the intellectual property rights owner.

These provisions aim to ensure that consumers receive digital content of satisfactory quality, appropriate for their intended purpose, and as described, thereby protecting their rights when entering into contracts for digital content.

Question 71

Under the Consumer Rights Act 2015, which remedies are available to consumers in case of a breach of the implied terms for digital content?

Answer 71

Under the Consumer Rights Act 2015, there are two main remedies available to consumers in case of a breach of the implied terms for digital content:

1) Repair or replacement: If the digital content has a quality defect or does not meet the implied terms, the consumer can request the trader to repair or replace it. The trader must carry out the repair or replacement within a reasonable time and without causing significant inconvenience to the consumer. The trader is responsible for any costs associated with the repair or replacement. However, this remedy is not applicable if repair or replacement is impossible or disproportionate compared to another remedy. If the consumer requests a repair, they cannot later request a replacement (or vice versa) until a reasonable time has been given for the repair to be completed.

2) Price reduction: If repair or replacement is not possible or has not been carried out within a reasonable time and without significant inconvenience, the consumer has the right to a price reduction. Once the right to a price reduction is triggered, then this must be refunded without undue delay, and in any event within 14 days of the trader agreeing that the consumer is entitled to a refund.The amount of the reduction should be appropriate to the nature and severity of the breach and can be up to the full cost of the digital content. If the consumer has already paid only a portion of the full price, the refund would be any money paid above the reduced price.

In addition to these remedies, the consumer may also have the following options:

1) Claim for damages: The consumer can claim damages if they have suffered any losses or additional costs due to the breach of the implied terms.
2) Receive a refund: If the consumer has not received the digital content at all, they can request a refund of the money paid.
3) Seek performance of the contract: The consumer can try to enforce the contract and compel the trader to fulfill their obligations.
4) Withhold payment: If the trader has breached the implied term that they have the right to supply the digital content, the consumer is entitled to a full refund. However, if the breach only applies to part of the digital content, the consumer would be entitled to a proportionate refund.

It’s important to note that these remedies are available to consumers as additional options or alternatives. The consumer cannot claim twice for the same loss or use multiple remedies simultaneously for the same breach.

Question 72

Often a consumer contract will not be for goods, services or digital content alone, but will contain aspects of more than one of these. How will the Consumer Rights Act 2015 apply in such cases?

Answer 72

In cases where a consumer contract involves multiple aspects such as goods, services, and digital content, the Consumer Rights Act 2015 provides specific rules to determine which terms and remedies apply to each aspect of the contract.

Mixed Contracts:

When a contract includes goods, services, and/or digital content, the relevant terms implied under the 2015 Act will apply to the specific aspect of the contract. For example:

*Terms implied in relation to goods will apply to any goods supplied.
*Terms implied in relation to services will apply to the supply of services.
*Terms implied in relation to digital content will apply to the supply of digital content.

This means that different remedies may be available depending on which aspect of the contract has been breached by the trader.

1) Supply and Installation of Goods:
In contracts where goods are supplied and installed, special rules apply. If the goods are incorrectly installed, it will be considered a breach of both the implied terms for the goods and the implied terms for the service of installation. As a result, the consumer has the choice of remedies available for breach of a term relating to a service and breach of a term relating to goods (except for the short-term right to reject).

2) Goods with Digital Content:
In contracts for goods that include digital content, if the digital content does not meet the implied terms that would apply if it were a standalone contract for the supply of digital content, the remedies applicable for breach of a term implied into contracts for the supply of goods will also be available to the consumer. This includes the right to reject the goods if the breach is substantial.

It’s important to note that the specific terms and remedies available may vary depending on the nature of the contract and the specific circumstances of the breach. Consumers should carefully review their rights and consult legal advice if needed.

Question 73

What three categories were considered under the Consumer Rights Act 2015?

Answer 73

1) Goods
2) Services
3) Digital Content
4) Mixed Contracts
5) Manufacturer’s Warranty

Question 74

How does the provision of a manufacturer’s warranty alter the obligations of a trader under the Consumer Rights Act 2015?

Answer 74

When a manufacturer provides a warranty or guarantee for their products, it creates a direct contractual relationship between the consumer and the manufacturer. This relationship exists alongside the statutory rights provided by the Consumer Rights Act 2015.

The manufacturer’s warranty typically outlines the specific terms and conditions under which the manufacturer will repair or replace the goods if they are found to be unsatisfactory within the warranty period, which is usually one year. This warranty is in addition to the consumer’s statutory rights and provides an extra level of protection.

However, it’s important to note that the existence of a manufacturer’s warranty does not diminish or override the consumer’s statutory rights under the Consumer Rights Act 2015. The statutory rights continue to apply even after the warranty period has expired. This means that the consumer can still rely on their rights to have the goods repaired, replaced, or refunded if they are faulty, not as described, or not fit for purpose, even if the manufacturer’s warranty has ended.

Additionally, the retailer from which the consumer purchased the goods is also obligated to adhere to the provisions of the Consumer Rights Act 2015. This means that the retailer may be responsible for providing remedies, such as repair or replacement, even after the manufacturer’s warranty has expired. The retailer cannot simply dismiss the consumer’s rights based on the warranty’s expiration.

In summary, the existence of a manufacturer’s warranty does not diminish the consumer’s statutory rights, and both the manufacturer and the retailer may have obligations to repair or replace goods even after the warranty period has ended.

Question 75

What three laws include implied terms for consumer contracts?

Answer 75

1) Sales of Goods Act 1979 (SOGA)
2) Sales of Goods Act 1994 - made substantial amendments to section 14 of the SOGA (quality terms)
3) Supply of Goods and Services Act 1982 - extends SOGA to services
4) Consumer Rights Act 2015 - extends consumer rights, introduces terms trader and consumer, three categories: goods, services, digital content