4 ms·

(IANAL) Reading this case, I'm surprised at the outcome. The seller fulfilled on the terms of the contract. The contract also didn't specify the precise color

by asah 4y ago

(IANAL) Reading this case, I'm surprised at the outcome. The seller fulfilled on the terms of the contract. The contract also didn't specify the precise color or weight of the cotton, the exact destination, etc etc etc so the defendant could make similar claims to renege on the contract. Granted, time is arguably special inasmuch as it allows the seller to construct a scenario for fulfillment, e.g. the seller could've delivered 100 years later on a new boat that happened to be named Peerless. That's clearly not the intent. In that sense, a contract can be considered void if it doesn't reasonably specify time.

thaumasiotes 4y ago
> In that sense, a contract can be considered void if it doesn't reasonably specify time. The judgment states pretty clearly that a contract is void if the two parties, at the time they made the contract, did not agree on what it meant. > the moment it appears that two ships called the “Peerless” were about to sail from Bombay there is a latent ambiguity, and parol evidence may be given for the purpose of shewing that the defendant meant one “Peerless,” and the plaintiff another. That being so, there was no consensus ad idem, and therefore no binding contract. [The words are from the defendant's lawyer, but the court appears to have agreed immediately.] So this isn't formally a "win" for the defendant - formally, there never was a contract, and the suit was dismissed for failure to state a claim.
- asah 4y ago
  My point is that NO CONTRACT perfectly spells out every detail => this argument can be used to null any contract => weak legal reasoning. A buyer could make up any sort of nonsense to escape a contract, like (to pick a random example) arguing that a certain social media site has x% fake accounts. Far stronger reasoning (for example) is that a contract must spell out time, which is a special property of contracts because (for example) 1000000 years is virtually never an acceptable period for which to fulfill on your end of a contract.
  - NoboruWataya 4y ago
    This isn't really how contract law works. There may be minor details that are not specified in the contract but unless it can be proven in court that those details were actually within the contemplation of one of the parties and connected to his or her decision to enter into the contract, their absence would not be sufficient to nullify the contract. A contract is an agreement, so it stands to reason that if the parties do not, in fact, agree, there is no contract. The piece of paper we call a contract is, in fact, only a (strong) evidential tool to help the court figure out what the parties agreed. > Far stronger reasoning (for example) is that a contract must spell out time, which is a special property of contracts because (for example) 1000000 years is virtually never an acceptable period for which to fulfill on your end of a contract. How is this "far stronger reasoning"? It isn't even reasoning at all, because there is no existing rule that a contract must spell out time, so it's simply an untruth. Unless you were suggesting that the court create a new rule out of nowhere that all contracts must spell out the time for performance or else become void. A court would obviously never do that in light of the huge disruption it would cause.
  - greendestiny_re 4y ago
    Maybe when contracting with the devil?
sporkland 4y ago
I felt bad for the seller for a while. Then I realized they probably just sold the cotton to someone else, and that fungibility and liquid markets make a lot of this stuff less risky on both sides.
- rebuilder 4y ago
  But the price was probably settled well in advance, so the seller was left taking on market risk, which depending on the way things went, could have been anything between a bad loss or a nice windfall. Less likely the latter, I would expect, since they were forced to sell the cotton in Bombay or cover the cost of transport elsewhere.
  - ghaff 4y ago
    >But the price was probably settled well in advance, so the seller was left taking on market risk, No. That was the whole problem. It was for market price when the cargo arrived and the price of cotton jumped between October and December. So the buyer didn't want it any longer and basically claimed they thought it was going to be on the October boat.
- retcon 4y ago
  I think that all the analysis I've found with a quick search isn't very helpful. The seller had to sue to either obtain payment or void the contract or else spend energies and time pursuing payment by persuasion whilst the entire time granting the ostensible buyers a free call option on FOB Liverpool cotton. My cynical guess is that regardless of evidence of foreknowledge about the duplicate ship names, Lloyds Register [0] most certainly did exist and importantly was considerably more accessible from Liverpool than India. Seller's imperative wasn't recompense but prior to marketing the cargo and taking profit, obtaining title and clean hands. Why go to so much effort? Letters of credit access and costs issues that could have been affected by a impossible distance impedance to necessary restorative PR. [0] https://hec.lrfoundation.org.uk/archive-library/lloyds-register-of-ships-online https://hec.lrfoundation.org.uk/archive-library/lloyds-regis... Edit:.. evidence of foreknowledge..
- ghaff 4y ago
rossmohax 4y ago
If shipping was done under now void contract, will transport company be paid at all?

by asah 4y ago

thaumasiotes 4y ago

> In that sense, a contract can be considered void if it doesn't reasonably specify time. The judgment states pretty clearly that a contract is void if the two parties, at the time they made the contract, did not agree on what it meant. > the moment it appears that two ships called the “Peerless” were about to sail from Bombay there is a latent ambiguity, and parol evidence may be given for the purpose of shewing that the defendant meant one “Peerless,” and the plaintiff another. That being so, there was no consensus ad idem, and therefore no binding contract. [The words are from the defendant's lawyer, but the court appears to have agreed immediately.] So this isn't formally a "win" for the defendant - formally, there never was a contract, and the suit was dismissed for failure to state a claim.

asah 4y ago
My point is that NO CONTRACT perfectly spells out every detail => this argument can be used to null any contract => weak legal reasoning. A buyer could make up any sort of nonsense to escape a contract, like (to pick a random example) arguing that a certain social media site has x% fake accounts. Far stronger reasoning (for example) is that a contract must spell out time, which is a special property of contracts because (for example) 1000000 years is virtually never an acceptable period for which to fulfill on your end of a contract.
- NoboruWataya 4y ago
  This isn't really how contract law works. There may be minor details that are not specified in the contract but unless it can be proven in court that those details were actually within the contemplation of one of the parties and connected to his or her decision to enter into the contract, their absence would not be sufficient to nullify the contract. A contract is an agreement, so it stands to reason that if the parties do not, in fact, agree, there is no contract. The piece of paper we call a contract is, in fact, only a (strong) evidential tool to help the court figure out what the parties agreed. > Far stronger reasoning (for example) is that a contract must spell out time, which is a special property of contracts because (for example) 1000000 years is virtually never an acceptable period for which to fulfill on your end of a contract. How is this "far stronger reasoning"? It isn't even reasoning at all, because there is no existing rule that a contract must spell out time, so it's simply an untruth. Unless you were suggesting that the court create a new rule out of nowhere that all contracts must spell out the time for performance or else become void. A court would obviously never do that in light of the huge disruption it would cause.
- greendestiny_re 4y ago
  Maybe when contracting with the devil?

sporkland 4y ago

I felt bad for the seller for a while. Then I realized they probably just sold the cotton to someone else, and that fungibility and liquid markets make a lot of this stuff less risky on both sides.

rebuilder 4y ago
But the price was probably settled well in advance, so the seller was left taking on market risk, which depending on the way things went, could have been anything between a bad loss or a nice windfall. Less likely the latter, I would expect, since they were forced to sell the cotton in Bombay or cover the cost of transport elsewhere.
- ghaff 4y ago
  >But the price was probably settled well in advance, so the seller was left taking on market risk, No. That was the whole problem. It was for market price when the cargo arrived and the price of cotton jumped between October and December. So the buyer didn't want it any longer and basically claimed they thought it was going to be on the October boat.
retcon 4y ago
I think that all the analysis I've found with a quick search isn't very helpful. The seller had to sue to either obtain payment or void the contract or else spend energies and time pursuing payment by persuasion whilst the entire time granting the ostensible buyers a free call option on FOB Liverpool cotton. My cynical guess is that regardless of evidence of foreknowledge about the duplicate ship names, Lloyds Register [0] most certainly did exist and importantly was considerably more accessible from Liverpool than India. Seller's imperative wasn't recompense but prior to marketing the cargo and taking profit, obtaining title and clean hands. Why go to so much effort? Letters of credit access and costs issues that could have been affected by a impossible distance impedance to necessary restorative PR. [0] https://hec.lrfoundation.org.uk/archive-library/lloyds-register-of-ships-online https://hec.lrfoundation.org.uk/archive-library/lloyds-regis... Edit:.. evidence of foreknowledge..
ghaff 4y ago

rossmohax 4y ago

If shipping was done under now void contract, will transport company be paid at all?