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1.Conditions and warranties
Whether a term is a condition or warranty depends on the parties’ intentions, as…
In Schuler v Wickman, the parties entered into a distributorship agreement,…
“it shall be condition of this agreement that (i) [Wickman] shall send its representatives to visit [the six large UK motor manufacturers] at least once in every week for the purpose of soliciting orders for panel presses ...” (Clause 7(b))No other clause in the contract was described as a condition, and there were 20 clauses…
“(a)… Schuler [] may by notice in writing to the other determine this agreement forthwith if:- (i) the other shall have committed a material breach of its obligations hereunder and shall have failed to remedy the same within 60 days of being required in writing so to do…”…
Wickman failed in making some of the weekly sales visits as expressly required by…
The arbitral tribunal held that although initially there were material breaches,…
Schuler contended that as Clause 7(b) was specifically agreed as being a condition…
“What is contended is that the terms of clause 7 ‘sufficiently express an intention’ to make any breach, however small, of the obligation to make visits a condition so that any breach shall entitle Schuler to rescind the whole contract if they so desire… Schuler maintains that the use of the word ‘condition’ is in itself enough to establish this intention. No doubt some words used by lawyers do have a rigid inflexible meaning. But we must remember that we are seeking to discover intention as disclosed by the contract as a whole. Use of the word ‘condition’ is an indication - even a strong indication - of such an intention but it is by no means conclusive… The fact that a particular construction leads to a very unreasonable result must be a relevant consideration. The more unreasonable the result the more unlikely it is that the parties can have intended it, and …
Lord Reid took the view that the interpretation advocated for by Schuler, i.e. that…
However, His Lordship did say that had he been obliged to construe Clause 7 standing…
D.Classification of contractual terms
2.Innominate (or intermediate) terms
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