Wallis, Son and Wells v Pratt and Haynes

Facts

• The sellers agreed to sell seed described as "common English sainfoin."
• The contract provided that the sellers gave no warranty express or implied as to growth, description or any other matters.
• The seed supplied was in fact giant sainfoin, an inferior and less valuable variety.
• The difference was not detectable from the seed itself and became apparent only after the crop grew.
• The buyers had already resold the seed and had to compensate their sub-buyers.
• They sued the sellers for breach.

Issue

1. Whether the requirement that goods correspond with their description is a condition or a warranty, and whether a clause excluding warranties covered it.

Held

• The House of Lords held for the buyers. The obligation to deliver goods answering the contract description is a condition, since it defines the very thing the buyer agreed to buy. The clause excluding warranties did not extend to conditions, and the sellers could not rely on it. That the buyers had, by reselling, lost the right to reject and were confined to damages did not alter the character of the term breached.

Ratio Decidendi

Description identifies the subject matter of the sale, so a failure to correspond with it is a failure to perform the contract at all rather than a defect in performance. Exclusion clauses referring to warranties are construed strictly and do not reach conditions.