Heartbeat Wholefoods Advice

Dispute with T&C Beans Ltd.

The issue that arises in this situation is whether the submission of the written order form by Wholefoods led to the constitution of a valid contract for T&C Beans Ltd. to supply the goods at the stated price of £800 (Eight Hundred).

A valid contract is formed when there is an offer and acceptance by the two concerned parties. The transmission of a price list does not amount to an offer; rather, it is an invitation to treat (Grainger & Sons v Gough [1896] AC 325, 1896).Whether a statement made by one party is an offer, an acceptance, or part of the negotiating process, would also depend on whether the language used indicates that there is a definite promise to be bound. This was held in Gibson v Manchester City Council ([1979] UKHL 6, 1979), where the court held that unless the parties’ intention to be bound by a promise is made out clearly, there is no binding contract. The acceptance should match the terms of the offer and the offeree should not introduce new terms in the acceptance, which leads to the rejection of offer and instead make a counter offer (Hyde v Wrench [1840] EWHC Ch J90, 1840). If you need assistance with your law dissertation, never hesitate to seek law dissertation help.

In this situation, the price list by T&C is an invitation to treat and not an offer. The order form sent is the offer, which mentions that ‘price of goods is as at date of order’, and also ‘orders are made on these terms which shall prevail over any others proposed by the seller’. When T&C sent an acknowledgment, the inclusion of the terms that it can change the price means that they did not agree with the clause mentioned in the order form. Therefore, the intention to be bound by the promise to sell the goods for the stated price of £800 (Eight Hundred) is not made out in this.

Based on the discussion of authorities above, it can be said that there is no contract between the two parties. Wholefoods is not bound to pay £800 (Eight Hundred).

Andrew Merry

With respect to this, the issue is whether Wholefoods is bound under an implied contract to Mr. Merry on the basis of the standing arrangement.

Long standing arrangements cannot be considered to be implied contracts as held by the court in Baird Textile Holdings Ltd v Marks & Spencer plc ([2001] EWCA Civ 274, 2001). In this case, the defendant had a long standing arrangement for buying supplies from the claimant. However, the court held that this arrangement was not in the nature of a contract because of the element of uncertainty and the absence of intention to be bound by a contract. The court held that a course of dealings between the two parties cannot lead to the creation of an implied contract.

Based on the principle laid down in Baird Textile case, it can be argued by Wholefoods that the standing arrangement with Mr. Merry for various deliveries does not amount to an implied contract. Consequently, the delivery of the fruit and vegetables can be refused and Wholefoods can refuse to pay £400 (Four Hundred) on the invoice given by Mr. Merry. Wholefoods can also refuse to take any deliveries in the future that do not meet with their requirements because there is no contract between the two parties that binds it to take such deliveries.

Customer complaint 1

The issue with regard to this is whether Wholefoods is liable for breach of contract for the personal injury to the customer who had a tooth injury due to the tiny screw in a box of T&Cs rice.Damages for personal injury due to breach of contract can be recoverable (Hobbs v London and South Western Railway Co (1875) LR 10 QB 111, 1875). Authorities indicate that courts have awarded damages to the injured party if they establish personal injury caused due to breach of contract (Bailey v Bullock [1950] 2 All ER 1167, 1950; Wapshott v Davis Donovan & Co [1996] PNLR 361, 1996; Farley v Skinner (No 2) [2001] UKHL 49, 2001). Damages can be quantified on the basis of the medical costs to be borne by the customer (Forster v. Pugh [1955] C.L.Y. 741., 1955). In such as situation, compensatory damages can be awarded based on the dental work costs of £500 (Five Hundred). Liability also arises under the Consumer Rights Act 2015 as per which, if the implied terms of the contract, which include terms related to fitness for purpose and satisfactory quality, are breached, then buyer can make a claim for breach of contract.

Based on the discussion above, Wholefoods are liable under breach of contract as retailer of the defective product.

Customer complaint

The issue in this situation is whether the advertisement in the local paper offering £10 (Ten) of goods to anyone who spent £20 (Twenty) in the shop constituted an offer and led to a unilateral contract.

Unilateral contracts involve the promisor as a party making a promise open and available to anyone who performs the required action (Carlill v Carbolic Smoke Ball Company [1892] EWCA Civ 1, 1892). A unilateral advertisement requesting the performance of an act as the acceptanceis an offer, and the performance of the act is an acceptance of the offer that leads to the constitution of a unilateral contract. A unilateral offer may be in the form of an advertisement generally addressed to the whole world (Carlill v Carbolic Smoke Ball Company [1892] EWCA Civ 1, 1892). The performance of the action mentioned in the unilateral offer would bind the promisor to the terms of the offer, and there is implied obligation on the part of the promisor to not prevent the conditions of the offer from being completed (Daulia v Four Millbank Nominees [1978] Ch 231 CA., 1978). These principles were recently reaffirmed in O'Brien v MGN Ltd ([2001] EWCA Civ 1279, 2001).

Based on the facts of the situation and the authorities discussed, it is advised that the advertisement creates a binding obligation on Wholefoods and it is liable to honour it.

Sincerely

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