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    Spinning Farm Limited have agreed to supply Maz’s Supermarkets withorganic strawberries for sale in their supermarket at £1.00 a kilogram. Duringnegotiations, Spinning Farms Director has told Maz’s Purchasing Manager thattheir strawberries are grown without using chemicals or fertilisers.

    Maz’s Purchasing Manager also asked for confirmation that no chemicals or non-organic methods have been used after harvesting and the Director said, "Correct. No chemicals or non-organic methods are used."

    Two weeks after these statements are made, a written agreement is entered into stating the agreed price, delivery dates between May and September and quantities. The contract also contains the clause: "Spinning Farm Limited does its best to ensure that all its products are supplied according to the Soil Association’sorganic standards but excludes all liability for any claims arising from any product breaching those standards".

    Spinning Farm is also starting a “Pick Your Own Strawberries” scheme next summer where by customers can come into the fields and collect as many fruit as they wish for a price per kilogram. The Farm is setting up a website to advertise this and also they will have notices in the farm itself with instructions about picking the fruit.

    Spinning Farm’s Director asks you about having a clause which will exclude liability for any claims made against them by “pick-your-own” customers arising from the fruit not being organically grown, and any loss, damage or illness caused by any chemicals used on the strawberries.


    1) Advise Spinning Farm whether the Soil Association’s Standards are part of thecontract and whether the Farm is adequately protected by the exclusion clausefrom claims by Maz’s Supermarket if their strawberries turn out not to betotally organic (50 marks).

    2) Also advise Spinning Farm as to how it must incorporate and draft the“pick-your-own exclusion clause to make it valid, and whether it will, in fact,protect them from all claims by “pick-your-own” customers. (50 marks)

    Unfair Contract Terms Act 1977 for business to business contracts forpart (1) and the Consumer Rights Act 2015 for business/consumer contracts forpart (2).

    Thanks it is my first post, please I am really stuck
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    BUMP please
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    Put it into paragraphs and put the question in bold
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    Thanks Blondie

    I have now edited the question i.e. paragraphs and bold for questions
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    (Original post by LyricalTurk)
    Thanks Blondie

    I have now edited the question i.e. paragraphs and bold for questions
    No problem, hope you get answers!
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    Just need a brief answer please

    i.e. the foundation i.e. exclusion clauses etc
    unfair terms act 1977
    etc
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    Long post. I'm going to highlight the key points and make some suggestions. This reads like a Contract Law question, so I will presume that Tort does not need to be discussed. Make sure your answer has an appropriate structure and references to case law as well as statutes.


    (Original post by LyricalTurk)
    Spinning Farm Limited have agreed to supply Maz’s Supermarkets with organic strawberries for sale in their supermarket at £1.00 a kilogram. During negotiations, Spinning Farms Director has told Maz’s Purchasing Manager that their strawberries are grown without using chemicals or fertilisers.
    Are these terms, warranties, conditions, mere puff, or no contractual weight whatsoever since they are discussion?

    What does the statement made by the Director mean in the agreement? Is there reliance on his answer?

    Maz’s Purchasing Manager also asked for confirmation that no chemicals or non-organic methods have been used after harvesting and the Director said, "Correct. No chemicals or non-organic methods are used."
    He has asked for confirmation. You have a verbatim response. Is there sufficient reliance? Are we still with puff? Or is it a term etc?

    Two weeks after these statements are made, a written agreement is entered into stating the agreed price, delivery dates between May and September and quantities. The contract also contains the clause: "Spinning Farm Limited does its best to ensure that all its products are supplied according to the Soil Association’s organic standards but excludes all liability for any claims arising from any product breaching those standards".
    We have written agreement. Is it a contract? This should be your starting point for all contract essays - if there is no contract the claim is different.

    Look at the wording. Can they do this? Is there reliance? What are the terms, warranties and conditions?

    Spinning Farm is also starting a “Pick Your Own Strawberries” scheme next summer where by customers can come into the fields and collect as many fruit as they wish for a price per kilogram. The Farm is setting up a website to advertise this and also they will have notices in the farm itself with instructions about picking the fruit.
    There is case law on websites and contracts.

    Spinning Farm’s Director asks you about having a clause which will exclude liability for any claims made against them by “pick-your-own” customers arising from the fruit not being organically grown, and any loss, damage or illness caused by any chemicals used on the strawberries.
    Can they do this? Do not consider tort unless this is in fact a synoptic question (in which case you will need to go through duty, breach, causation (White) and loss).

    1) Advise Spinning Farm whether the Soil Association’s Standards are part of thecontract and whether the Farm is adequately protected by the exclusion clausefrom claims by Maz’s Supermarket if their strawberries turn out not to betotally organic (50 marks).
    See the points I made for consideration above. You need to look at the requirements for a valid exclusion clause. Was there an intention to create legal relations? If so, when and therefore which terms/warranties were part of this?


    2) Also advise Spinning Farm as to how it must incorporate and draft the“pick-your-own exclusion clause to make it valid, and whether it will, in fact,protect them from all claims by “pick-your-own” customers. (50 marks)
    Use your case law for this. Can a party exempt themselves from all liability? Are these terms going to be in place on customers after the contract has been concluded? (Olley v Malborough Court)


    Unfair Contract Terms Act 1977 for business to business contracts forpart (1) and the Consumer Rights Act 2015 for business/consumer contracts forpart (2).
    For both, you will need to check the terms have been incorporated, and the construction of the clauses (eg: Timing - Thornton v Shoe Lane Parking Ltd 1971 [A Lord Denning Case so treat with care]; Chapelton v Barry Urban District Council 1940; Estrange; Parker etc.

    For (2) you will need both UCTA and UTCCRegulations 1999.

    Case on 'reasonableness' and exemption clauses: Goerge Mitchell (Chesterhall Ltd) v Finney Lock Seeds Ltd 1983 2 AC 803

    To start you off on excluding liability for negligence, if memory serves the authority on contra proferentem interpretation of such clauses is Canada Steamship Lines v The King 1952.

    You will need substantially more case law and references to statute. Ensure to read the opening relevent sections to make sure you are applying the correct one to B2B or C2B or B2C.

    Special care needed with regard to the website. I can't remember anything off the top of my head, but I know it's a legal issue.

    Don't forget to conclude.
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    (Original post by Mimir)
    Long post. I'm going to highlight the key points and make some suggestions. This reads like a Contract Law question, so I will presume that Tort does not need to be discussed. Make sure your answer has an appropriate structure and references to case law as well as statutes.




    Are these terms, warranties, conditions, mere puff, or no contractual weight whatsoever since they are discussion?

    What does the statement made by the Director mean in the agreement? Is there reliance on his answer?



    He has asked for confirmation. You have a verbatim response. Is there sufficient reliance? Are we still with puff? Or is it a term etc?


    We have written agreement. Is it a contract? This should be your starting point for all contract essays - if there is no contract the claim is different.

    Look at the wording. Can they do this? Is there reliance? What are the terms, warranties and conditions?


    There is case law on websites and contracts.



    Can they do this? Do not consider tort unless this is in fact a synoptic question (in which case you will need to go through duty, breach, causation (White) and loss).


    See the points I made for consideration above. You need to look at the requirements for a valid exclusion clause. Was there an intention to create legal relations? If so, when and therefore which terms/warranties were part of this?



    Use your case law for this. Can a party exempt themselves from all liability? Are these terms going to be in place on customers after the contract has been concluded? (Olley v Malborough Court)




    For both, you will need to check the terms have been incorporated, and the construction of the clauses (eg: Timing - Thornton v Shoe Lane Parking Ltd 1971 [A Lord Denning Case so treat with care]; Chapelton v Barry Urban District Council 1940; Estrange; Parker etc.

    For (2) you will need both UCTA and UTCCRegulations 1999.

    Case on 'reasonableness' and exemption clauses: Goerge Mitchell (Chesterhall Ltd) v Finney Lock Seeds Ltd 1983 2 AC 803

    To start you off on excluding liability for negligence, if memory serves the authority on contra proferentem interpretation of such clauses is Canada Steamship Lines v The King 1952.

    You will need substantially more case law and references to statute. Ensure to read the opening relevent sections to make sure you are applying the correct one to B2B or C2B or B2C.

    Special care needed with regard to the website. I can't remember anything off the top of my head, but I know it's a legal issue.

    Don't forget to conclude.
    thanks Mimir, it is Law of Contract

    But I am a little confused still, my first year and my first law workshop

    I mean the question and scenario seems vague and how is Standard Association a part of the contract?
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    (Original post by LyricalTurk)
    thanks Mimir, it is Law of Contract

    But I am a little confused still, my first year and my first law workshop

    I mean the question and scenario seems vague and how is Standard Association a part of the contract?
    I identified a few of the key points for you and the questions they should provoke. What is unclear?
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    (Original post by Mimir)
    identified a few of the key points for you and the questions they should provoke. What is unclear?
    Thanks Mimir

    I have written this but not sure, just the intro, will put the cases in

    The commonly acknowledged classification of a contract isthat it is a legally binding agreement; see: Anson ‘Principles of the Law ofContract’ and Treitel ‘The Law of Contract’. In order to establish that a validcontract existed between Advice Spinning Farm and Maz supermarket, it is necessaryto show, first, that there was an agreement. On the facts of theproblem, Spinning Farm is unlikely to have difficulty in demonstratingintention to create legal relations. The relationship falls into the categoryof business and commercial. In such relationships there is a rebuttablepresumption that there was an intention to create legal relations.

    It is an express term of the written agreement between Spinning Farm and Maz Supermarket that: ‘Spinning Farm Limited have agreed to supply Maz’s Supermarkets with organic strawberries for sale in their supermarket’. The courts have laid down some strict rules, in which the responsibilityof both parties is to perform the contractual obligations fully and precisely.

    The contract has been professionally drafted by Spinning Farm Limited and Maz Supermarket; the agreement comprises the agreed price, deliverydates (May and September), and quantities. The contract also encompasses theclause "Spinning Farm Limited does its best to ensure that all itsproducts are supplied according to the Soil Association’s organic standards butexcludes all liability for any claims arising from any product breaching thosestandards". Clauses are convenient and save time; they can be incorporated by signature notice, or course of dealing. Spinning Farm Limited brought this clause, nevertheless, Mazsupermarket can challenge this clause, if the clause is relied upon.

    Maz supermarket
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    (Original post by LyricalTurk)
    Thanks Mimir

    I have written this but not sure, just the intro, will put the cases in

    The commonly acknowledged classification of a contract isthat it is a legally binding agreement; see: Anson ‘Principles of the Law ofContract’ and Treitel ‘The Law of Contract’.[delete this first bit, it's unnecessary].

    In order to establish that a valid contract existed between Advice Spinning Farm and Maz supermarket [define the parties (IE: assign them a shorter name, makes it easier writing later - so Advice Spinning Farm can be 'ASF'...], it is necessary to show, first, that there was an agreement. On the facts of the problem, Spinning Farm is unlikely to have difficulty in demonstrating intention to create legal relations.[What did they do, and how has it fallen short? Draw parallel with some case law, and distinguish]

    The relationship falls into the categoryof business and commercial [Why - which case/statute states this]. In such relationships there is a rebuttable presumption [by? Authority?] that there was an intention to create legal relations [you need to define what ItCLR is].

    It is an express term of the written agreement between Spinning Farm and Maz Supermarket that: ‘Spinning Farm Limited have agreed to supply Maz’s Supermarkets with organic strawberries for sale in their supermarket’. The courts have laid down some strict rules [state them here and reference the Authorities], in which the responsibility of both parties is to perform the contractual obligations fully and precisely. [Excellent paragraph]

    The contract has been professionally drafted by Spinning Farm Limited and Maz Supermarket; [Irrelavent]

    the agreement comprises the agreed price, deliverydates (May and September), and quantities. [Take each one of these in turn, decide if it is a term/warranty/condition/implied or express term of the contract] The contract also encompasses the clause "Spinning Farm Limited does its best to ensure that all its products are supplied according to the Soil Association’s organic standards but excludes all liability for any claims arising from any product breaching thosestandards" [State what type of clause this is, and the case authority/statute that defines it].

    Clauses are convenient and save time [Irrelevant. A contract is made up of clauses, it's just a posh word for 'paragraphs' or 'points.' You mean "implied terms"? ; they can be incorporated by signature notice, or course of dealing [add the Authorities]. Spinning Farm Limited brought this clause, nevertheless, Mazsupermarket can challenge this clause, if the clause is relied upon.
    Yep you've made a good start, just make sure you only deal with one legal issue at a time! You've got the hang of it!
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    (Original post by Mimir)
    Yep you've made a good start, just make sure you only deal with one legal issue at a time! You've got the hang of it!
    Thank you Mimir

    I am just confused about soil associations standard?

    Not sure if they are a part of the contract
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    (Original post by LyricalTurk)
    I am just confused about soil associations standard?

    Not sure if they are a part of the contract
    Go back and read the scenario and you see this:

    "Spinning Farm Limited does its best to ensure that all its products are supplied according to the Soil Association’s organic standards
    In this scenario there are two contracts which you need to deal with in turn. SEPARATE THEM and do one all the way through, then the second. They are:

    1. Spinning Farm Limited and Maz Supermarket

    2. Spinning Farm Limited and Consumers (Pick Your Own)

    The Soil Association Standard relates to the contract between the businesses. This is when you have to address incorporation - the standard has been mentioned, but not explicitly outlined. MY opinion is that the wording is sufficiently vague that they are not part of the contract, though at Undergraduate Level I think this would be the wrong answer. In the alternate, the wording of the clause may be sufficient if you consider the degree of reliance placed on this fact at the time of contracting by the parties who enter into the contract (IE Is it a term or condition of the contract that the standards are always complied with? Think about the pre-contractual assurances and discussion)

    Remember, a party cannot covenant to do something impossible.

    Then you should discuss the second part of question one, about the exclusion clause.

    Then move on to the second question, which deals with the second contract.
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    Thanks Mimir

    could you please give an example on Soil association

    As mentioned, I am a little confused
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    (Original post by LyricalTurk)
    Thanks Mimir

    could you please give an example on Soil association

    As mentioned, I am a little confused
    I could, but that would be doing even more of your prep for you wouldn't it
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    Really appreciate it Mimir

    I agree thanks for your help though

    an brief would be great but ow well
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    Can i post the other parts of the answer so you can check where i need improving
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    Anyone else will lend a hand please
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    Is this okay Mimir

    Thanks

    In order to establish that a valid contract existed between SpinningFarm (SFL) and Maz supermarket, it is therefore necessary to show, first, that therewas an agreement. SFL has made a exclusion clause which excludes itself of liabilityif a dispute arises under the contract; this is unfair term and the courtsrestrict the use of such terms; Maz supermarkets protection comes from the common law, the UnfairContract Terms Act 1977 and the Unfair Terms in Consumer Contract Regulations1999 and the Consumer Rights Act 2015.SFL and Maz supermarket both agreed to the express termsorally, two weeks before the contract is written; these terms were price,services and warranty for the quality of goods; however, SFL and Mazsupermarket could be bound my implied terms, i.e. statute such as Unfair ContractTerms Act 1977. The courts have also laid down some strict rules ofinterpretation and will construe the meaning of the clause narrowly; The ruleof contra proferentem – anyambiguity or vagueness interpreted in the way that is least favourable to theparty relying on the clause, see, Houghtonv Trafalgar Insurance and Less strict for limitation clauses, see, Ailsa Craig v Malvern; which the responsibilityof both parties is to perform the contractual obligations fully and precisely.There needs to be distinction between a term andrepresentation as SFL director has orally represented that their “strawberriesare grown without using chemicals or fertilisers”, if these promises are brokenthan Maz Supermarket can take action for misrepresentation, see the importanceof Bannerman v White (1861) 12 ER 685 and Ecay v Godfrey (1947) 80 LR 286;however, see Oscar Chess v William [1957 1 WLR 370 and Bentley v Harold SmithMotors [1965] 1 WLR 623, where the representor SFL has greater expertise than asupermarket. ��遗�
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    Your answer is very confused. I'm not going to help with substance, but you need to think more about structure. You are jumping about from one place to the next and taking the issues in a random order. You are also not dealing in a logical fashion with each individual issue.

    I'd suggest picking one potential claim and dealing with it, then moving on to the next. Suppose you start with Maz Ltd's potential claim for damages for breach of contract (on the hypothesis, given in the question, that the strawberries are not organic). You should not be rushing headlong into discussing exclusion clauses. The exclusion clause is only even potentially relevant if (i) there is a contract; and (ii) there has been a breach of a term of that contract, (iii) Maz Ltd has suffered loss as a result of the breach. So as a matter of simple logic your discussion of whether there is a term that the strawberries are organic needs to precede any discussion of whether the exclusion clause is valid.

    That is just one example and there are many problems with the order you tackle things in that paragraph.

    Second, you seem to have a tendency to list everything you think might be vaguely relevant.

    "Maz supermarkets protection comes from.... the Unfair Terms in Consumer Contracts Regulations 1999".
    What? For staters, Maz Supermarket is not a natural person so it cannot possibly get any protection from those Regulations. Secondly, although I haven't done any consumer law in years, weren't those Regulations completely replaced by the Consumer Rights Act?

    Third, you haven't separated out the need to state what the law is from the need to apply that law to the facts you are given. Have you learned a structure like IRA? State what the issue is, then what the rule (i.e. the law) is, then apply that law to your facts. This sentence, which seems to form an important part of whatever it is you are trying to say about misrepresentation, fails to do any of those things:

    "if these promises are brokenthan Maz Supermarket can take action for misrepresentation, see the importanceof Bannerman v White (1861) 12 ER 685 and Ecay v Godfrey (1947) 80 LR 286;however, see Oscar Chess v William [1957 1 WLR 370 and Bentley v Harold SmithMotors [1965] 1 WLR 623"
    Another example since this is so important for getting a good mark:

    "The courts have also laid down some strict rules ofinterpretation and will construe the meaning of the clause narrowly; The ruleof contra proferentem – anyambiguity or vagueness interpreted in the way that is least favourable to theparty relying on the clause, see, Houghtonv Trafalgar Insurance and Less strict for limitation clauses, see, Ailsa Craig v Malvern".
    This might get some way toward discussing the law, but it's not clear why the discussion is relevant and there is no attempt to apply it to the facts. Is there any ambiguity or vagueness in the exclusion clause? How might it be interpreted contra proferentem? Why have you discussed limitation clauses when the clause under discussion seems to me to be an attempt to completely exclude all liability?
 
 
 
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