University Contract Law Report: Tara and Sampson Dispute Analysis

This report analyzes a contract law dispute between Tara and Sampson, focusing on the application of economic duress. The report examines the circumstances surrounding the agreement for speciality candles, where Sampson allegedly exerted illegitimate pressure on Tara, leading to revised terms including higher prices and reduced quantities. The report delves into relevant case laws, such as Kolmar Group AG V Traxpo Enterprises PVT Limited and Universe Tankships Inc of Monrovia v International Transport Workers' Federation (ITWF), to establish the elements of economic duress, including illegitimate pressure, and the lack of real choice for the claimant. It assesses whether Tara can avoid the revised contract terms due to Sampson's actions, concluding that she is not liable under the new terms. The report considers the legal principles of contract enforcement, undue influence, and the availability of remedies for the innocent party, ultimately providing a legal analysis of the situation and its potential outcomes.

CONTRACT LAW

TABLE OF CONTENTS
INTRODUCTION...........................................................................................................................1
MAIN BODY...................................................................................................................................1
1. Pressure was exerted on the contracting party........................................................................1
2. This pressure was illegitimate.................................................................................................2
3. The pressure induced the claimant to enter the contract.........................................................4
4. The claimant had no real choice but to enter the contract.......................................................5
5. The claimant protested at the time or shortly after the contract was made.............................6
Remedy available to Tara under ILAC.......................................................................................7
CONCLUSION................................................................................................................................8
REFERENCES................................................................................................................................9

INTRODUCTION
The contract law of UK provides remedies and protection to innocent party for
recovering losses and has defined structure of law. Present report deals with contract agreed
between Tara and Sampson in which latter has not fulfilled agreed conditions. It has led former
to accept the orders of speciality candles at higher price and reduced quantities rather than agreed
terms. Report will make emphasis on various conditions and cases for and against will be applied
which have similarly occurred in the past. Remedy will be provided to innocent party and overall
conclusion will be drawn.
MAIN BODY
1. Pressure was exerted on the contracting party
Applying relevant cases
Case for
The contract is an agreement in which both parties enter into legally binding contracts in
which both of them is to fulfil the agreement terms and conditions in effective manner. The
relevant case in relation to pressure was exerted on contracting party is of Kolmar Group AG V
Traxpo Enterprises PVT Limited [2010]. Traxpo entered into legal contract with Kolmar to
supply methanol at an agreed set price along with quantity. In economic duress condition,
Traxpo did not have access to make supplies because market price of good was increased
significantly. Traxpo failed to comply with legal terms and put up the condition to change
contract terms. The revised terms was to supply less quantity of methanol at increased prices.
Kolmar had to supply to important customer in USA and as a result, agreed to newer contract
which was act of economic duress and illegitimate pressure1.
Kolmar having received goods at newer agreement made claim to the Court. In
proceedings, Court found that Kolmar had agreed to revised terms only because of coercive
threats of Traxpo. This highlights that Court will not allow party to another party to make
fundamental breaches to contract to renegotiate favourable terms and conditions for itself
without considering other party's loss.
Case against
1 Bridge, M. G., 2017. The international sale of goods. Oxford University Press.
3

GMAC Commercial Credit Ltd V Dearden and Others is legal against pressure exerted.
In this case, it was under commercial pressure that provided claimant threatening to recover
overpayment to GMAC under finance agreement. The Court decided that defence of economic
duress had no main prospect of success in the case. Moreover, in event of defences, pressure was
not exerted on party.
Applying legal principles
The legal principles can be enumerated that parties entering into legal contract are binded
to effectively fulfil agreement's terms so that contract is fulfilled and no shortcomings to contract
may prevail2. Legal principle is that there is direct interface with economic systems in the best
manner possible. Moreover, contract must be enforceable and parties should fulfil obligations
thereof in effective manner for preventing breach of contractual terms. Another legal principle is
that there should be no undue influence or misrepresentation, further free from economic duress
and thus legally enforceable in effectual way.
Conclusion regarding issue
The issue that happened with Tara is clear from above case law that Tara is not liable to
pay £3,000 rather than £1,000 and also at reduced number of deliveries. The speciality candles
for pre-christmas trade was agreed at £1,000 only and because of economic duress, Sampson is
demanding more price of goods at reduced quantity as well. This leads to undue influence and
pressure on Tara to enter into revised terms in effective manner. She has no other choice but to
enter into contract formed on newly basis. This demonstrates that under the legal principles, Tara
is not liable to get deliveries with newer terms.
It can be concluded from case law of Kolmar Group AG V Traxpo Enterprises PVT
Limited [2010] that Traxpo had breached contractual terms by supplying lesser quantities of
methanol at higher price than the agreed price3. The proceedings in the Court made clear that
Traxpo cannot force renegotiating contractual conditions for attaining individual's benefits at the
expense of Kolmar, victim party. Thus, Tara is not liable to enter into newer contract as it is a
pressure exerted by other party for accomplishing benefits.
2. This pressure was illegitimate
Applying relevant cases
2 Hudson, C., 2017. Nature's Metropolis: Chicago And The Great West. Macat Library.
3 Poole, J., 2016. Textbook on contract law. Oxford University Press.
4

Case for
The pressure was illegitimate and it can be analysed from the legal case similarly
happened in the past. The relevant case is of Universe Tankships Inc of Monrovia v International
Transport Workers' Federation (ITWF) [1982]. ITWF black listed a Universe Tankship Inc ship
with relation to context of trade dispute. For effectively securing and releasing ship, Universe
Tankship Inc paid amount of $6480 into ITWF fund. This is a threat of duress and illegitimate
pressure which was admitted by ITWF but it made argument that actions were protected by
gaining immunity from tort in accordance to Trade Union and Labour Relations Act 1974 in
section 34.
The Court in legal proceedings said that duress not only makes contract void but is also
tort if any damage or loss is incurred to party. This pressure amounts to compulsion by the victim
and also illegitimacy of pressure is exerted in effective manner. Lack of any practicable choice
for submitting should be proved for these conditions and ascertain whether it comes under trade
dispute. The Court decided on majority basis that payment made was not connected with
employment terms and thus, it is not a case of trade dispute5. Hence, it was duress caused by
illegitimate pressure on the hands of party at the expense of other.
Case against
Pao on V Lau Yiu Long is against case of illegitimate pressure. The Pao threatened not to
complete share swap deal, aiming to sell company's building unless Lau family agrees to change
part of agreement to provide guarantee that Pao family would receive rises on repurchase of
swapped share prices. The Lau family agreed on this as it was threat and then made claim that it
was not binding on them. Privy Council made clear that it was only result of commercial
pressure and not of illegitimate pressure and no coercion prevailed.
Applying legal principles
4 Cobbetts LLP. 2011 Walking the line – the balance between legitimate negotiation and
economic duress [Online] Available Through: <https://www.lexology.com/library/detail.aspx?
g=ee935c57-32ac-471f-ae37-4f65a4912b9c>
5 Austen-Baker, R., 2017. Implied terms in English contract law. Edward Elgar Publishing.
Kraakman, R. and Hansmann, H., 2017. The end of history for corporate law.
In Corporate Governance (pp. 49-78). Gower.
5

It can be identified that legal principles with regards to duress is that it is not about what
contracting is for but it is apparent that consent made by one party is due to pressure exerted on
it. This gives rise to illegitimate pressure on victim. Moreover, illegitimate pressure ceased to be
on mind of operator and as a result, commercial pressure is different and should not be referred
as same to duress else, it transforms to redress. It can be analysed that pressure being exerted on
the party and undue influence to accept the new contractual terms is an act of duress made by
illegitimate pressure. This means that ITWF blacked a ship, Universe Tankship for preventing it
to leave port. They made demands for large sum of money to the Seafarers International Welfare
Fund. Hence, it can be analysed that it was an act of illegitimate pressure6.
Conclusion regarding issue
Hereby it can be concluded that Tara accepted the offer in relation to illegitimate pressure
made by Sampson. It is made clear from the fact that Sampson had made an act of economic
duress which has led to increase in prices of speciality candles for pre-christmas and also reduce
amount of deliveries up to a high extent. This means that it is uncertain that illegitimate pressure
should not have been made which voids contractual conditions7.
3. The pressure induced the claimant to enter the contract
Applying relevant cases
Case for
The Alev [1989] 1 Lloyds Rep 138 can be analysed which provides clarity that sea carrier
refused to make deliveries to consignee unless consignee agrees to make expenses which were at
the sender's responsibility. The carrier with regards to unfair pressure to make payments, took
action to enforce agreement against consignee. Such action failed as consignee was able to make
reliance on defence of economic duress. The Carrier argued that consignee should have applied
to Court for injunction and was completely rejected as nobody was present in jurisdiction against
whom an injunction could be made enforceable. Thus, it was the pressure that induced claimant
to enter into contract.
Case against
6 Cartwright, J., 2016. Contract law: An introduction to the English law of contract for the
civil lawyer. Bloomsbury Publishing.
7 Tushnet, M., 2017. Comparative constitutional law. In The Oxford handbook of
comparative law.
6

Antonio V Antonio is case against pressure induced by the claimant to enter into contract.
It is a case where wife succumbed to long campaign of violence and threats and intimidation by
her husband and transferred half shares in her company. Thus, shareholders agreement was
entered into. The Court made a judgement that transfer and agreement were made by duress. The
Court did not enquire about whether wife had any practical alternative like legal remedy. Thus, it
shows that it was not an act of pressure that induced claimant to enter into contract.
Applying legal principles
The legal principles can be applied here such as economic duress and commercial
pressure are two different scenarios. The alternative must be practical which means that it was
adequate for claimant's purpose in the circumstances are made clear. Moreover, it can be
analysed that firm should take into account that reasonable alternative must be provided by Court
and in the event of pressure inducing claimant to enter into contract should be effectively
assessed and no force should be induced leading to enter in the contract on unconditional terms8.
Conclusion regarding issue
The conclusion can be made from above cases for and against that it is required that
economic duress should not be made on party in any manner9. It can be analysed that likely
outcome of above case with regards to Tara and Sampson is that Tara was being pressurised for
getting into revised contractual terms and conditions as she was not left with other choice. It can
be assessed that Sampson was renegotiating agreement only because of its benefits at the
expense of Tara. Thus, pressure induced claimant to get enter into the contract.
4. The claimant had no real choice but to enter the contract
Applying relevant cases
Case for
The relevant case in relation to claimant had no real choice but to enter into contract is
B&S Contracts and Design Ltd v Victor Green Publications [1984]. The Victor Green
Publications entered into contract with B&S for building stand at Olympia for the defendant. The
firm which was facing strike threat made clear and impliedly not to perform its contractual
obligations as per the agreement to erect exhibition stands10. The condition was met unless it
received additional money of £4,500 so as to enter into contract. This provide clarity that victim
8 Turner, J. R., 2017. Contracting for project management. Routledge.
9 Kerikmäe, T. and Rull, A., 2016. The future of law and etechnologies.
7

under the contract had no real choice but to get in the contract as per the new terms and make
payment of £4,500.
Case against
The relevant case against can be enumerated here such as CTN Cash and Carry Ltd v
Gallaher Ltd. The buyer of goods had paid money following supplier's threat to stop and end
credit facilities of buyer in the event of money if not paid. With relation to circumstances where
supplier believed that money was owing, Court then to decide whether doctrine of economic
duress enabled buyer of commodities to made recovery of payment in effective manner. It was
being held that Defendant's conduct was not amounting to economic duress because of simple
reason that supplier was legally entitled to refuse for entering into future contract with buyer for
any reason or no reason and as a result, it could easily with legal force to grant credit to buyer11.
Applying legal principles
The legal principles can be applied here that commercial agreements must contain
express provisions for remedies. There should be a presumption that all terms that are to govern
their contractual relationship have been included by parties entered into contract and that also in
express written form in the contract itself. By complying with the same, intention of displacing
remedies and rights imparted by law which are unspecified in the contract. The innocent party
can claim damages if any such issues are encountered.
Conclusion regarding issue
Hereby it can be concluded that from the above for and against cases that claimant should
not be pressurised to enter into newer or revised terms in effective manner. The claimant in such
situations had no real choice but to enter into contract in a better manner12. Furthermore, it is
analysed that damages are also entitled and covering loss of bargain or expectation of loss. The
major aim of Court is to put innocent party in position, if individual had contract been properly
performed in effectual manner. Thus, it can be said that Tara bee pre-christmas eve had no other
choice to purchase speciality candles at higher price and also lower quantities rather being
getting agreed one as per the contract.
10 Hedley, S., 2017. The Law of Electronic Commerce and the Internet in the UK and
Ireland. Routledge-Cavendish.
11 O'Sullivan, J. and Hilliard, J., 2016. The law of contract. Oxford University Press.
12 Law, J. ed., 2016. A dictionary of business and management. Oxford University Press.
8

5. The claimant protested at the time or shortly after the contract was made
Applying relevant cases
Case for
The case for claimant protested at the time or shortly after contract was made can be
referred to relevant case of North Ocean Shipping Co v Hyundai Construction Co (The Atlantic
Baron) involving as a ship building company which had demanded additional payment from
claimant in the best manner possible. In addition to this, claimant had paid the money for as
company had entered into contract for effectively renting out the ship to another firm. The
claimant once paid extra money as per the demand, however, raised at a later stage issue in
relation to economic duress13. Court proceedings were held and claimant lost case as it had taken
near 8 months to protest despite having element of economic duress quite effectually.
Case against
The case against case is of Lazard Brothers and Co Ltd V Fairfield Properties Co
(Mayfair) Ltd 1977. The case on which Court considered the law of laches in modern context
saying that plaintiff and defendant, it was just that plaintiff must obtain remedy which the court
not to withhold it on grounds because plaintiff is guilty in effect of claiming delay. The current
state of law requires balancing exercise in relation to justice of the case. Thus, it can be said that
innocent party is required to claim or protest economic duress in less than 12 months to get claim
of economic duress14. This means that proceedings can be done only if petition is filed within
period of 12 months.
Applying legal principles
The legal principle can be applied in cases discussed with relation to protest done shortly
after contract was made. It is clarified from the fact that innocent party can easily protest against
the contractual terms and conditions soon after contract is revised. Since, due to urgency of
fulfilling contract, party can accept the same. However, after receiving contract, protest can be
done by them as renegotiating terms are not beneficial for party at the expense of other one. It
should protest in less than 12 months to attain success.
Conclusion regarding issue
13 Savelyev, A., 2017. Contract law 2.0:‘Smart’contracts as the beginning of the end of
classic contract law. Information & Communications Technology Law. 26(2). pp.116-134.
14 Harste, G., 2016. Law and Intersystemic Communication: Understanding ‘Structural
Coupling’. Routledge.
9

Hereby it can be concluded from the above scenario that Tara has the opportunity to
protest against Sampson as he has renegotiated terms and conditions for his individual benefits.
Tara has already accepted the offer but she can protest in the Court for getting relief for the
products. This is because she has attained less quantity of speciality candles and that too at
higher price rather than agreed price15.
Remedy available to Tara under ILAC
It can be analysed that Tara is required to protest in the Court so that it may be able to
attain remedy available to individual in the best manner possible. The speciality candles were to
be provided as per the agreed contract, however, it was renegotiated by Sampson with higher
prices of candles and that too at reduced quantities. Tara can win over the case as Sampson could
not renegotiate terms at the expense of other party for his personal benefits. Tara had accepted
the offer as she had no choice but she can protest in the Court for getting remedy in effective
manner.
The remedy available under economic duress is that decision offer an insight into
potential significance of economic duress to claimants and defendants16. It can be analysed that
Sampson has applied illegitimate pressure to Tara in order to accept renegotiated terms of
contract. Remedy of remoteness of loss can be applied. In it, Tara, the innocent party can recover
loss suffered as a result of breach of contractual terms. The losses could be offered such as all
loss which flows naturally from the breach. Moreover, all loss made in contemplation of parties
at time of contract was made as probable results of such breach. Under the Sale of Goods Act,
1979, Section 54, party is able to recover special damages such as unusual loss encountered from
circumstances known to contract breaker17.
It can be summarised from above case remedy is being available to Tara as she would be
able to recover losses incurred from contract breach. Sampson will have to compensate for losses
15 Šarčević, S., 2016. Language and culture in EU law: Multidisciplinary perspectives.
Routledge.
16 Zetzsche, D.A. and Lehmann, M., 2016. Brexit and the Consequences for Commercial
and Financial Relations between the EU and the UK. European Business Law Review, Brexit
Special Edition 7.
17 Samantha Cotton, PLC. 2018 Remedies for breach of contract [Online] Available
Through: <https://uk.practicallaw.thomsonreuters.com/7-101-0603?
transitionType=Default&contextData=(sc.Default)&firstPage=true&comp=pluk&bhcp=1>
10

as other party was under illegitimate pressure to accept newer contractual conditions and
significantly had no other choice but to accept the same. Thus, she can proceed to Court as
deliveries are made recently and she can protest against Sampson as she has 12 months to make
protest and thus, Court case can be filed and losses would be recovered.
CONCLUSION
Hereby it can be concluded that contract law is legally binding on parties to fulfil
individual obligations in a proper manner. It is required that terms and conditions when contract
is made must be expressly written to avoid any bad consequences in event of any breach. Tara
and Sampson were being entered into contract but Sampson did not fulfil legal terms. The
outcome that can be generated from above contract law is that it was conduct of economic duress
under which Tara will be able to succeed. This is because, one party cannot renegotiate and
revise terms for personal benefits at the expenditure of another. Thus, likely outcome of this case
is that Tara will succeed and recover loss when she protests in the Court.
11

REFERENCES
Books and Journals
Austen-Baker, R., 2017. Implied terms in English contract law. Edward Elgar Publishing.
Bridge, M. G., 2017. The international sale of goods. Oxford University Press.
Cartwright, J., 2016. Contract law: An introduction to the English law of contract for the civil
lawyer. Bloomsbury Publishing.
Harste, G., 2016. Law and Intersystemic Communication: Understanding ‘Structural Coupling’.
Routledge.
Hedley, S., 2017. The Law of Electronic Commerce and the Internet in the UK and Ireland.
Routledge-Cavendish.
Hudson, C., 2017. Nature's Metropolis: Chicago And The Great West. Macat Library.
Kerikmäe, T. and Rull, A., 2016. The future of law and etechnologies.
Kraakman, R. and Hansmann, H., 2017. The end of history for corporate law. In Corporate
Governance (pp. 49-78). Gower.
Law, J. ed., 2016. A dictionary of business and management. Oxford University Press.
Zetzsche, D.A. and Lehmann, M., 2016. Brexit and the Consequences for Commercial and
Financial Relations between the EU and the UK. European Business Law Review, Brexit
Special Edition 7.
O'Sullivan, J. and Hilliard, J., 2016. The law of contract. Oxford University Press.
Poole, J., 2016. Textbook on contract law. Oxford University Press.
Šarčević, S., 2016. Language and culture in EU law: Multidisciplinary perspectives. Routledge.
Savelyev, A., 2017. Contract law 2.0:‘Smart’contracts as the beginning of the end of classic
contract law. Information & Communications Technology Law. 26(2). pp.116-134.
Turner, J. R., 2017. Contracting for project management. Routledge.
Tushnet, M., 2017. Comparative constitutional law. In The Oxford handbook of comparative law.
Online
Cobbetts LLP. 2011 Walking the line – the balance between legitimate negotiation and economic
duress [Online] Available Through: <https://www.lexology.com/library/detail.aspx?
g=ee935c57-32ac-471f-ae37-4f65a4912b9c>
Samantha Cotton, PLC. 2018 Remedies for breach of contract [Online] Available Through:
<https://uk.practicallaw.thomsonreuters.com/7-101-0603
transitionType=Default&contextData=(sc.Default)&firstPage=true&comp=pluk&bhcp=1>
12