Wakilii

Isherwoods Limited v Blue Reefs Limited (Civil Case No. 22 of 1934.)

East African Court of Appeal · [1934] EACA 23 · 1934 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for price of machinery sold and delivered
Decision
Plaintiff awarded the full contract price of Shs. 9,500 for the rotary crushing mill

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that innocent misrepresentation as to a material term furnishes a ground for resisting an action for breach of contract, but rescission of an executed contract cannot be granted unless fraud is proved. Where a rotary crushing mill was sold with a represented output of one ton per hour but actual output was only 435 pounds per hour, and the contract had been completed by delivery and acceptance following satisfactory tests, rescission could not be granted absent fraud. Judgment entered for the plaintiff for the contract price.

Outcome

Plaintiff awarded the full contract price of Shs. 9,500 for the rotary crushing mill

Facts

Isherwoods Limited supplied a rotary crushing mill to Blue Reefs Limited at Kakamega for Shs. 9,500. The mill was represented in the plaintiff's catalogue as having an output of about one ton per hour. Tests were conducted in Nairobi on 28-29 September 1933 in the presence of the defendant's managing director, Mr. Ullmann, following which he ordered the mill. The machine was delivered to Kakamega. Subsequently, the defendant alleged that the mill's actual output could not exceed one-third ton per hour and sought rescission of the contract. Expert evidence from Mr. Jackson, a mining engineer with fifteen years' experience, established through quantitative testing that the mill's actual output was 435 pounds per hour and could not exceed 600 pounds per hour in any circumstances. The defendant sought rescission on grounds of innocent misrepresentation as to capacity.

Issues

  1. Whether the actual output of the rotary crushing mill supplied matched the represented output of one ton per hour.
  2. Whether misrepresentation as to the mill's capacity entitled the defendant to rescission of the contract of sale.
  3. Whether rescission of an executed contract could be granted in the absence of proof of fraud.

Orders

  • Judgment for the plaintiff as prayed with costs.
  • Counterclaim dismissed with costs.

Rules and key headnotes

Contract Law — Misrepresentation — Innocent Misrepresentation as Defence
Innocent misrepresentation, if it furnishes a material inducement to entering a contract, is a ground for resisting an action for breach of contract or for specific performance and also for asking to have the contract set aside.
Contract Law — Rescission — Executed Contracts — Fraud Requirement
Rescission of an executed contract cannot be granted on the ground of innocent misrepresentation by the vendor. Where a contract has been executed by completion of a conveyance, lease, or formal assignment of a chattel, fraud must be proved before rescission can be granted.
Contract Law — Rescission — Restitutio in Integrum
A contract can only be rescinded on the ground of innocent misrepresentation if the parties can be put back again to their original position, and it cannot be rescinded if the contract has been so completed that this cannot be done, following the principle of restitutio in integrum.
Evidence — Expert Evidence — Weight and Credibility
Where expert evidence conflicts on a technical question, a court is entitled to prefer the evidence of a witness with scientific qualifications and extensive practical experience over witnesses lacking formal qualifications or field experience, particularly where the qualified expert conducted the only satisfactory quantitative test.
Contract Law — Formation — Acceptance by Conduct
Where a buyer attends tests of machinery, expresses no dissatisfaction at their conclusion, and proceeds to order delivery of the machinery, the contract is completed by acceptance notwithstanding prior correspondence contemplating a trial period on the buyer's premises.

Legislation cited (1)

  • Ordinance XXXIII of 1930 s.59(2)

Cases cited (5)

  • Derry v Peek (1889) 14 AC 337
  • Armstrong v Jackson [1917] 2 KB 285
  • Redgrave v Hurd (1881) 20 Ch D 12
  • Seddon v The NE Salt Co Ltd [1905] 1 Ch 326
  • Hindle v Brown (1898) 98 LT 44

Full judgment

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The original judgment as reported. Read the original PDF before relying on any passage.

Isherwoods Limited v Blue Reefs Limited (Civil Case No. 22 of 1934.) [1934] EACA 23 (1 January 1934)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.