Slight breach of an implied condition in a business sale (Sale of Goods Act 1979 s.15A)
Larkspur Catering Ltd buys 500 aprons from Tidewell Textiles Ltd for use in its restaurants in England. The contract describes them as "navy blue, 100% cotton". The aprons delivered are 100% cotton but a very slightly lighter shade of navy than the sample in Tidewell's catalogue, a difference noticeable only when they are laid side by side. They are perfectly usable. Larkspur, which has found a cheaper supplier, wants to reject the whole delivery for breach of the implied term that goods correspond with their description. The contract says nothing about remedies.
Which of the following best describes Larkspur's position?
Choose one answer to see the reasoning.
Worked answer
Correct answer E: If Tidewell shows the breach is so slight that rejection would be unreasonable, Larkspur cannot reject and may claim damages only.
THE RULE TO REMEMBER
In a non-consumer sale, a breach of the conditions implied by SGA 1979 ss.13-15 that is so slight that rejection would be unreasonable is treated as a breach of warranty; the seller must prove this.
Slight breach of an implied condition in a business sale (Sale of Goods Act 1979 s.15A)
The term implied by s.13 of the Sale of Goods Act 1979, that goods correspond with their description, is a condition, so a breach would normally allow the buyer to reject. Section 15A modifies this in non-consumer sales. Where the buyer would otherwise have the right to reject for breach of a term implied by s.13, 14 or 15, but the breach is so slight that it would be unreasonable for him to reject, the breach is not to be treated as a breach of condition but may be treated as a breach of warranty. Section 15A(2) applies it unless a contrary intention appears, and s.15A(3) puts the burden on the seller. Both parties are businesses, the contract is silent on remedies, and the shade difference is trivial. If Tidewell proves the breach is that slight, Larkspur is confined to damages.
Why A is wrong: Section 15A removes the right to reject for slight breaches of the s.13 to 15 implied conditions in non-consumer contracts.
Why B is wrong: The s.13 term is already a condition by statute; the question is whether s.15A limits the remedy, not whether the contract labels it a condition.
Why C is wrong: The s.13 term is a condition, not a warranty; it is only treated as a warranty if s.15A applies.
Why D is wrong: If s.15A applies, Larkspur cannot reject at all; if it does not apply, rejection carries no duty to pay the seller's collection costs.
A little more practice done.
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