Legal Dispute Analysis: Print Fast Ltd. v. Seed Store Ltd.

Desklib provides past papers and solved assignments for students. This report analyzes a contract law dispute.

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Assignment 1

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Table of Contents
Introduction......................................................................................................................................3
A report on the nature of the statute and case law explaining their applicability in both criminal
and civil cases and clearly explain how the court system operates.................................................4
Nature of the Statute....................................................................................................................4
Nature of Common Law or Case Law:........................................................................................4
Applicability of Law....................................................................................................................4
Court System of the UK...............................................................................................................5
How the Contract is made?..............................................................................................................7
The difference between an offer and an invitation to treat..............................................................8
The offer and acceptance position when buying using electronic media........................................9
The factors which would have persuaded the court that there was an intention to create a legal
business relationship......................................................................................................................10
The conditions under which your client can terminate the contract..............................................11
Under what circumstance the contract could become unenforceable............................................12
Conclusion.....................................................................................................................................13
References......................................................................................................................................14

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Introduction
The assignment talks about the legal dispute between the parties namely, Print Fast Ltd and
Seed Store Ltd. Legal London Ltd has been hired for analyzing the issue and enlighten them
with provisions of the statute and procedure of the court that needs to follow. The parties to the
contract are London based companies and the issue faced by them is related to the enforceability
of the contract. Parties entered into negotiations via emails and successive follow-ups and agreed
to each other's terms and conditions. Later Seed ltd was unable to take services from Print Fast
ltd. but the company charged Seed Ltd as per the terms of the contract. According to the terms of
the contract, the validity of the contract was subject to board approval; hence the Seed Ltd. has a
valid defense for the unenforceability of the contract. The report consists of various provisions of
contract related to element need to formulate a valid contract, provisions for termination of a
contract, etc.

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A report on the nature of the statute and case law explaining their applicability in both
criminal and civil cases and clearly explain how the court system operates.
Nature of the Statute:
In order to operate a business, the organization must be aware of the legislation that regulates
business organizations. The UK is the part of the European Union, the national government may
give away or combine its powers with the European Union. The application of the law depends
upon the governing authority of the State where the business operates. Statutory laws are in the
written form which is made by the Government and these are accepted by society. The statute is
the laws made by the parliament and is called legislation. It is operational at the Substantive level
and it is prospective in nature.
Nature of Common Law or Case Law:
Common laws are based on various cases and judgments that are delivered by the Courts in the
past over the years. Common law is known as case laws in general and is of two kinds- the first
is where the judgments delivered becomes the new law and the second is when the court interpret
the existing law and decides its boundaries and limitations. Common law is instructive in nature
and works at the procedural level.
Applicability of Law
Broadly, the law is categorized into substantial and procedural law. The Substantial law states
the rights and duties of the people of the state and Procedural law comprises of the procedures or
process and dealings used for enforcing the substantial law.
Law is again divided into Public Law and Private Law.
Public Law regulates the matters which have an impact on the society at large; also it is
responsible for governing disagreements among government and citizens. The laws related to
international treaties, the law of crime are examples of public law.

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While the Private Law legalizes the relationship between individual personalities and different
kinds of organizations, it accords with that area of the law which disturbs the rights and duties of
the individuals, administrations, families, etc. It succors people in disagreements relating to
personal matters like breaching terms contract, the act of negligence, transfer of property, etc.
law of family, the law of succession, the law of torts, etc. are the examples of private law.
In general, the law is divided on the basis of its nature, which is civil or criminal. Civil Law
compacts areas like negligence, contracts, family matters, etc. (Goldberg and Zipursky, 2015).
Criminal Law deals with issues impacting society. It usually outlines the margins according to
which people are expected to act. A person who breaks the criminal law is said to have
committed a crime against the social order for which he gets penalized either for detention or
payment of fine or sometimes both.
Court System of the UK
In civil cases: The County Courts deals with the cases which involve the claim of not more than
£25,000. These courts are located over 200 places. In case of grievance to the person and the
claim is £50,000 or less, these cases are also dealt with the county courts. The claim involving
higher value is heard in the High Court which. The remedies available to the complainant are
reimbursement of damages and the court of law may ask the respondent to conduct in a particular
way. If the parties are unsatisfied with the verdict of the court, the unsatisfied party may apply in
the High Court (Chalkidis, et. al., 2017)
In criminal cases: The Crown Court or The Magistrate Court hears the case related to criminal
liability. If the offense is not so serious or minor, then such cases shall be prosecuted in the Court
of Magistrate. In the court of Magistrate, the case is perceived by three Magistrates and the
decision is made by them on the basis of arguments made by the barristers. If the crime is of a
severe nature or odious then it shall be prosecuted in the Crown Court. In the Crown Court, the
Jury shall decide the case on the advice of the Judge. A jury is constituted of twelve people who
are arbitrarily selected from the native population. The cases which are prosecuted in the Crown
Court are investigated by the Crown Prosecution Service.

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Structure of Courts
(Source: Translegal, 2019)

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How the Contract is made?
A contract is an agreement which binds the parties legally. It is a volunteer promise made by the
parties for the fulfillment of an obligation in return for something significant. It should
specifically state the objectives and requirements of the contract. The parties to the contract must
assent to the contract in a similar sense. A contract is a comprehensive document including all
the necessary clauses such as; parties to the contract, their rights, and obligations.
In order to form a legal contract, it must consist of following fundamental elements:
 Agreement: An offer is put up by a party which is to be accepted by the other party. An
offer must be accepted and communicated. An offer consists of the terms which bound
the parties with their legal responsibilities. A valid offer and acceptance form an
agreement. Any negotiations and counter-offers do not form acceptance; hence do not
form an agreement.
 Capacity to contract: The parties of the contract must be under the capacity of law for
becoming part of the contract. And the consent of the parties must free from coercion or
any undue influence. The legal capacity to form a contract is that the person must be
above the age of 18 and should not be suffering from any mental illness. If any person
who is not legally capable to be the party of the contract, becomes a party to the contract,
the contract becomes voidable at the option of the person who was not under legal
capacity (Giliker, 2018).
 Consideration: to form a legal contract, there must be legal consideration. The parties
need to exchange some value in order to bind each other through a contract. The
consideration need not have to be beneficial or adequate; it just needs to be reasonable
and sufficient.
 Intention: “All contracts are agreements but not all agreements are contracts”. The
intention of the parties must be clear that they are entering into a legally binding contract.
In the given case study there was an informal contract between the parties, the formal contract
was subject to board approval. Though the contract that has been made between the parties
comprised of the major elements but the acceptance of the contract was conditional.

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The difference between an offer and an invitation to treat
The difference between an offer and an invitation to treat is tough to speculate because it
depends on the evasive principle of intention. There are assessed situations which help in
distinguishing the two. The main object of the offer is to enter into a contract, whereas the
objective of an invitation to treat is merely to invite into discussions. The party to whom there is
an invitation to invite is under no obligation. The landmark cases that help in differentiating the
two are:
 Carlill v Carbolic Smoke Ball Co.- The findings of the case set the rule whether the
conditions of the contract should be self-explanatory or any further negotiations are
required.
 Harvela Investments Ltd v. Royal Trust of Canada- The words must clearly indicate the
intention of being legally bound- the words used in the case were “we bind ourselves to
accept”, which makes it clear that there was an offer and not invitation to offer
(Selviaridis, 2016).
In the case study given, the terms of the contract were vague and ambiguous. The terms of
contract laid down by Print Fast Ltd. are general and were subject to board approval. This
signifies that the acceptance was conditional and as per the provisions of the contract the
acceptance of contract cannot be conditional.

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The offer and acceptance position when buying using electronic media
In recent times, the communication of contract is through electronic media. It is because while
communicating via electronic media the transmission of information can be done in fractions of a
second. Communication through e-mail, telephone, fax, and telex are the instantaneous way of
communication. As per the provisions of the contract the offer and must be reasonably
communicated (Cartwright, 2016).
The proposal made through the electronic media is complete when it is being communicated to
the person to whom the proposal is made. For example: in the case of an e-mail, when the offeree
reads the offer, the communication is said to be completed.
In general, when the parties are at the same place, in front of each other; the process of
communication becomes easy. But when they are away they need to use external sources for
communicating. When an electronic media is used for communicating acceptance, the offeree
might or might not have the knowledge whether the offeror has received his message; hence he
can communicate his acceptance if any disturbance occurred in the transmission of message
conveying acceptance (Andenas and Negra, 2017). Thus the process communicating of
acceptance is complete when the acceptance reaches the offeror.
As per the provisions of the Contracts Act, when the parties are distant and the communication
of offer and acceptance is through electronic media, the completion of communication is when
the offeror gets updated with the news of the acceptance.
In the present case, the negotiations between the parties were through fax, emails, telephone, etc.
there were negotiations but there was no formal approval by the Seeds. The acceptance by print
fast was through electronic media but seeds never acknowledged it, therefore, the acceptance
was never completed

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The factors which would have persuaded the court that there was an intention to create a
legal business relationship.
Intention to create a legal relationship is one of the significant fundamentals of forming a valid
contract. Intent to create lawful relationship refers to being lawfully obligated by the terms of the
contract. It relates to the alacrity of the parties to accept the consequences of the contract. In
general, in the case of business relations, it is assumed that parties have the purpose to get
legitimately bound by the contract.
Based on the study, “Seed Store Ltd.” has the intention to create a legal business relationship as
there were meeting related to negotiations of terms of the contract. The contract formed by “Print
Fasts Ltd.” stated Seed as their buyer which again shows that there was an intention of forming a
legal business relationship.
There are few concepts related to the intention of creating a legal relationship and its significance
in forming a legal contract.
 The parties to the contract have a consenting mind.
 If there is no intention then the parties cannot sue each other.
 Without the intent of forming a lawful relationship the contract is not valid and is not
enforceable by law.

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The conditions under which your client can terminate the contract
Generally, the reasons for terminating a contract exist when there is a refusal of performance of
the contract by other party or when there is an unsatisfactory performance by the parties to the
contract (Mitchell, 2016). The breach of some of the conditions of the contract may also lead to
the termination of the contract. In addition to these, the following are the conditions under which
a contract can be terminated:
 There is no possibility of performing a contract
 The parties no longer required to fulfill the contract
 One of the parties has become insolvent or has become incapable under law.
 Misrepresentation by one of the parties at the time of formation of the contract
 Termination by prior agreement
The termination of the contract does not specifically mean that the contract has ceased to exist; it
simply means that the contact has discharged.
As per the case study the contract between the parties can be terminated by any of the parties as
there was no acknowledgment on the part of seeds. Therefore the Print fast ltd., cannot enforce
the contract.

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Under what circumstance the contract could become unenforceable
A contract which is not enforceable is the one which cannot be forced by a court of law. The
contract may become unenforceable in a situation where one of the parties has taken an unfair
advantage over the other. Another situation under which the contract becomes unenforceable is
when the terms of the contract are vague and ambiguous. Following are few of the circumstances
under which a valid contract becomes unenforceable:
 Lack of capacity: Parties must have the legal capacity in order to become a party to the
contract. A minor, an insolvent or a person with mental illness or who is in the state of
intoxication cannot become the party to a contract.
 Undue Influence: A valid contract is formed by volunteer consent. If any of the parties
take the unfair advantage of its position and duress the other party, then the contract
becomes unenforceable or voidable at the option of the person who was influenced.
 Misrepresentation, fraud, and non-disclosure: A contract is deemed to be unenforceable
in case of misrepresentation, fraud or disclosure. If one of the parties obtains the consent
of others by making misleading statements, the contract becomes unenforceable.
 Illegality: Court of law shall not enforce any contract if the objective of the contract is
against law or is not in the best interest of the public.
In the dispute between the parties, the contract is unenforceable because the contract was never
recognised the acceptance made by the Print Fast. Hence the contract cannot be enforced because
the process of communication was never completed and the conditions were not fulfilled to form
a formal contract.