WK 5 - Case law

Question 1

Uniroyal ltd v Miller & Co Ltd 1985

Answer 1

Last shot analysis: Held there was no consensus on price, defender’s terms prevailed.

M&Co’s T&Cs said other terms would not apply and they could not be held liable.

Question 2

Continental Tyre & Rubber Co Ltd v Trunk Trailer Ltd 1985

Answer 2

There was no written acceptance of the order, but the sellers proceeded to supply the tyres in various batches.

Held: delivery note did not constitute terms. Contract concluded as soon as first batch of tires delivered.

Question 3

[!] Butler Machine Tool Co v Ex-cell-o Corp [1979]
Best approach

Answer 3

“the better way is to look at all the documents passing between the parties and glean from them, or from the conduct of the parties, whether they have reached agreement on all material points, even though there may be differences between the forms and conditions printed on the back of them.”

Question 4

Specialist Insulation Ltd v Pro-Duct 2012

Answer 4

took the line that where one party indicated that it could only be regarded as departing from its quotes terms if it explicitly agreed so in writing, then that was the basis on which all subsequent negotiations should be viewed.

First shot analysis>last

Defender sought to apply pursuer terms. Pursuer made it plain that its standard terms apply, and any inconsistent terms would be part of contract only if accepted in writing by pursuer. Pursuer refused to sign contract.

Question 5

Anwar & Anwar v Britton &
Barclay 2018

Answer 5

“The purpose of an entire agreement clause is to preclude a
party to a written agreement from threshing through the
undergrowth and finding in the course of negotiations some
(chance) remark or statement (often long forgotten or difficult to recall or explain) on which to found a claim……”

Question 6

Which Act is involved in express entire agreement clauses?

Answer 6

Contract (Scotland) Act 1997

Question 7

Contract (Scotland) Act 1997
s1(1)

Answer 7

s1(1) Where a document appears….to comprise all the express terms of
a contract or unilateral voluntary obligation, it shall be presumed, unless
the contrary is proved, that the document does… comprise all the
express terms of the contract or unilateral voluntary obligation.

[If the clause says it has all info, it has all info unless challenged.]

Question 8

Contract (Scotland) Act 1997
s1(2)

Answer 8

Extrinsic oral or documentary evidence shall be admissible to
prove, for the purposes of subsection (1) above, that the contract or unilateral obligation includes additional express terms (whether or not
written terms)

Question 9

Contract (Scotland) Act 1997
s1(3)

Answer 9

Notwithstanding the foregoing provisions of this section, where one
of the terms in the document …is to the effect that the document does..
comprise all the express terms of the contract or unilateral voluntary
obligation, that term shall be conclusive in the matter.