CASE NOTE George Mitchell (Chesterhall) Ltd v Finney Lock Seeds [1983] 2 All ER 737–4 4 COURT HOUSE OF LORDS JUDGES Lords Diplock, Scarman, Roskill, Bridge of Harlow, Brightman DATE 23, 24 May and 30 June 1983 FACTS The respondents purchased 301b seeds from the appellants for £201.60 in December 1973. The invoice contained a standard limitation clause stating that the only liability of the appellants was replacement of the seeds or a refund of the cost of the seeds. All other liability was excluded. The respondent’s crop failed. The wrong seed and seed of an inferior quality had been delivered due to the negligence of the appellant’s sister company. ARGUMENT The respondents argued that the limitation clause did not apply: (1) at common law, because the wrong seed was delivered and it was not of merchantable quality; (2) under statutory provisions, because the clause was not fair and reasonable under s 55 of the Sale of Goods Act 1979; the limitation clause in the contract was unenforceable at law according to s 55(4). PROCEDURAL HISTORY Trial Parker J: The limitation clause was not operative at common law because of the negligence in delivering the wrong seed. Court of Appeal On appeal by Finney Lock Seeds: Denning, Kerr, Oliver LJJ. Kerr and Oliver LJJ held the limitation clause could not be relied upon because: (1) on its true construction the condition did not apply at common law because loss due to the negligence of sister company and the seed was wholly different than delivery of the wrong seed (Kerr and Oliver LJJ); (2) also, applying s 55 it would not be fair and reasonable (Note: comment by drafter of case note: Having said the clause did not apply at common law to negligence there was of course no relevance in dealing with the statutory issue which is only operative if the clause is deemed to apply at common law!); (3) Denning LJ held, in the minority, that the limitation clause could apply at common law. However, it was not a fair and reasonable clause under s 55 of the Sale of Goods Act 1979.

DOI link for CASE NOTE George Mitchell (Chesterhall) Ltd v Finney Lock Seeds [1983] 2 All ER 737–4 4 COURT HOUSE OF LORDS JUDGES Lords Diplock, Scarman, Roskill, Bridge of Harlow, Brightman DATE 23, 24 May and 30 June 1983 FACTS The respondents purchased 301b seeds from the appellants for £201.60 in December 1973. The invoice contained a standard limitation clause stating that the only liability of the appellants was replacement of the seeds or a refund of the cost of the seeds. All other liability was excluded. The respondent’s crop failed. The wrong seed and seed of an inferior quality had been delivered due to the negligence of the appellant’s sister company. ARGUMENT The respondents argued that the limitation clause did not apply: (1) at common law, because the wrong seed was delivered and it was not of merchantable quality; (2) under statutory provisions, because the clause was not fair and reasonable under s 55 of the Sale of Goods Act 1979; the limitation clause in the contract was unenforceable at law according to s 55(4). PROCEDURAL HISTORY Trial Parker J: The limitation clause was not operative at common law because of the negligence in delivering the wrong seed. Court of Appeal On appeal by Finney Lock Seeds: Denning, Kerr, Oliver LJJ. Kerr and Oliver LJJ held the limitation clause could not be relied upon because: (1) on its true construction the condition did not apply at common law because loss due to the negligence of sister company and the seed was wholly different than delivery of the wrong seed (Kerr and Oliver LJJ); (2) also, applying s 55 it would not be fair and reasonable (Note: comment by drafter of case note: Having said the clause did not apply at common law to negligence there was of course no relevance in dealing with the statutory issue which is only operative if the clause is deemed to apply at common law!); (3) Denning LJ held, in the minority, that the limitation clause could apply at common law. However, it was not a fair and reasonable clause under s 55 of the Sale of Goods Act 1979.

CASE NOTE George Mitchell (Chesterhall) Ltd v Finney Lock Seeds [1983] 2 All ER 737–4 4 COURT HOUSE OF LORDS JUDGES Lords Diplock, Scarman, Roskill, Bridge of Harlow, Brightman DATE 23, 24 May and 30 June 1983 FACTS The respondents purchased 301b seeds from the appellants for £201.60 in December 1973. The invoice contained a standard limitation clause stating that the only liability of the appellants was replacement of the seeds or a refund of the cost of the seeds. All other liability was excluded. The respondent’s crop failed. The wrong seed and seed of an inferior quality had been delivered due to the negligence of the appellant’s sister company. ARGUMENT The respondents argued that the limitation clause did not apply: (1) at common law, because the wrong seed was delivered and it was not of merchantable quality; (2) under statutory provisions, because the clause was not fair and reasonable under s 55 of the Sale of Goods Act 1979; the limitation clause in the contract was unenforceable at law according to s 55(4). PROCEDURAL HISTORY Trial Parker J: The limitation clause was not operative at common law because of the negligence in delivering the wrong seed. Court of Appeal On appeal by Finney Lock Seeds: Denning, Kerr, Oliver LJJ. Kerr and Oliver LJJ held the limitation clause could not be relied upon because: (1) on its true construction the condition did not apply at common law because loss due to the negligence of sister company and the seed was wholly different than delivery of the wrong seed (Kerr and Oliver LJJ); (2) also, applying s 55 it would not be fair and reasonable (Note: comment by drafter of case note: Having said the clause did not apply at common law to negligence there was of course no relevance in dealing with the statutory issue which is only operative if the clause is deemed to apply at common law!); (3) Denning LJ held, in the minority, that the limitation clause could apply at common law. However, it was not a fair and reasonable clause under s 55 of the Sale of Goods Act 1979.