ABSTRACT
Schuler agreed to give the plaintiffs, Wickman, for a period of four years, the sole selling right of certain machinery manufactured by Schuler. Clause 7(b) of the agreement provided that, ‘It shall be a condition of this agreement that (i) ‘Wickman shall send its representative to visit’ six specified UK motor manufacturers, ‘at least once in every week’ in order to solicit orders. There were terms contained in 20 other clauses but none of them was described as a condition. Wickman’s representative failed on a few occasions to visit the manufacturers as specified. Schuler sought to terminate the contract on the grounds that Wickman had broken a condition of the contract. The House of Lords held, Lord Wilberforce dissenting, that the parties cannot have intended to use the word ‘condition’ as a term of art, since it was manifestly unreasonable to construe the contract in such a way as to allow Schuler to repudiate the contract for a single breach. The term requiring weekly visits was, therefore, construed as an innominate term and the House decided that the consequences of its breach did not entitle Schuler to repudiate the contract.
