Lloyd's Maritime and Commercial Law Quarterly
English Sale of Goods Law
Sanam Saidova *
CASES
188. Advanced Multi-Technology for Medical Industry, Caramel Sales Ltd, David Popeck v Uniserve Ltd, Maxitrac Ltd, Andrew Stead 1
Misrepresentation—actual and apparent authority—contract variation—estoppel—time of the essence—delivery—wrongful termination—anticipatory breach—failure to accept delivery—Sale of Goods Act 1979 (SGA), s.50—damages
In 2020, amidst the Covid-19 pandemic, the first claimant, Hitex (manufacturer/supplier) and the defendant, Uniserve (buyer) concluded a “Supply Contract” for the sale and delivery of 80 million masks in April to July 2020. The manufacturer and buyer were introduced by the second claimant, Caramel, acting through the third claimant, Mr Popeck (introducers). The introducers’ remuneration by the buyer was agreed in their “Commission Contract”. The third party, Maxitrac, acted through the fourth party, Dr Stead (agents), in managing the Supply Contract on behalf of the buyer under the “Maxitrac Contract”.
The manufacturer argued that the buyer breached the Supply Contract by failing to receive and pay for the majority of the masks and claimed damages of US$23,100,000 and interest. The buyer stated that it validly terminated the contract due to the manufacturer’s failure to deliver the masks. The buyer also counterclaimed that it was induced to enter the Supply Contract and the Commission Contract by a misrepresentation concerning the manufacturer’s ability to meet the delivery schedule agreed in the Supply Contract. In addition, the introducers claimed £19,250,000 from the buyer, allegedly due under the Commission Contract, or alternatively damages and interest. The buyer denied that it was in breach of the Commission Contract or that any sum was due to the introducers. The buyer also brought proceedings against the agents for damages or to indemnify the buyer to the extent of its liability to the manufacturers and introducers.
The issues were whether: (1) the buyer was induced to enter the Supply Contract by a misrepresentation; (2) the manufacturer was in breach of its original delivery obligations; (3) the buyer accepted the revised delivery schedule, thereby amending the original contract; alternatively, the buyer was estopped from relying on the original delivery schedule; (4) the manufacturer was in breach of its revised delivery obligations; (5) the buyer validly terminated the Supply and Commission Contracts; (6) the manufacturer was
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