Irish business company law

Part A: Westfield Retail PLC, a long established nationwide chain of department stores, has recently encountered a number of legal issues and has contacted you for advice. (1) Culhane Enterprises has been supplying frozen ready meals to Westfield for the last five years. These foods are packaged as part of Westfield’s own brand range, Freshly Frozen. Five months ago there was a meeting between Culhane Enterprises and Westfield at which Westfield discussed the possibility of entering into the vegan frozen food market. In particular Westfield asked that Culhane Enterprises contract with Veggie Goodness, a company that had just won a national food award for its vegan pizzas, to determine whether they would develop some vegan ready meals that could then be sold as part of Westfield’s Freshly Frozen range. After some negotiations Culhane Enterprises and Veggie Goodness reached a contractual agreement, and last month Westfield starting selling its vegan frozen food range. Unfortunately, there have been a number of complaints since the launch of the range, with customers showing symptoms such as nausea and stomach cramps after eating the meals. Following a review Westfield’s food scientists concluded that there was nothing wrong with the food items, and could not determine why some customers were having a negative reaction. This issue escalated last week when a customer had to be hospitalised after he consumed one of the ready meals. The customer has a severe allergy to animal fats and the hospital confirmed that the meal had caused an allergic reaction. Following further testing of the ready meals it was discovered that some of the binding agents used in the meals contained animal fats, despite the fact that they were being sold as vegan. Westfield has experienced significant losses because of this issue, as although they have withdrawn all affected products from sale, they are being sued by customers who purchased the products. In addition, a number of vegans have also been protesting outside the store and the adverse publicity has resulted in a drop in Westfield’s share price. Required: A. Westfield is now planning on suing in respect of these losses, but they are unsure as to whether they should sue Culhane Enterprises or Veggie Goodness. Review the law in relation to contractual consideration and based on this review determine which party Westfield should initiate civil proceedings against. (15 marks) B. Examine the law in relation to the quantum of contractual damages and assess whether any or all of Westfield’s losses are likely to be recoverable. (10 marks) (2) In March 2017, following attendance at a ceramics fair in Austria, Westfield entered into a contract with Winter Wunderland Ltd, a world renowned ceramics company, to supply snow globes and various Christmas baubles and ornaments to all of their stores throughout Ireland. As per the contract the delivery dates for these items was October 1st 2017. Unfortunately, Winter Wunderland Ltd contacted Westfield in early September 2017 notifying them that due to on-going industrial relations problems they were not in a position to provide any of the items ordered. Westfield was appalled to hear this as they had ordered these items exclusively from Wunderland, and had already printed their Xmas brochures, showing a number of the ordered items and promoting them as being exclusively available from Westfield stores. Following receipt of this news Westfield began contacting numerous other ceramic companies, that produced similar quality products to Wunderland, but none of them were able to supply the quantity of goods required by Westfield within the requisite timeframe. At this stage Westfield believes that it has no option but to try and compel Wunderland to complete the contract with them as agreed. Required: C. Examine the type of breach of contract committed by Wunderland in this situation, and following a review of the law in relation to specific performance, assess the likelihood of such an order being granted to Westfield. (20 marks) D. If such an order is not granted, analyse the relevant classifications of damages that may be awarded in this situation. (10 marks) (3) Last month Hobson, who owns a local cafe, purchased a Nutri Extractor Diamond Blender, from Westfield’s store in Kildare. Hobson explained to the sales assistant that he needed the blender for use in his cafe to make milk shakes, smoothies and iced coffees. He wanted the blender to have at least a two horse power motor and blades that were capable of crushing ice in seconds. Based on the advice of the sales assistant, and the fact that he was told that the blender was rated top of its class, he purchased a Nutri Extractor Diamond Blender. Unfortunately, three weeks after purchasing it one of the blades broke while crushing ice. Hobson took the blender back to the store and demanded a full refund, but the store assistant pointed out a large notice displayed behind the cashier desk which states as follows: Westfield Retail PLC is not liable for any defects in electrical items which are not notified to the store within 14 days of purchase. All electrical items returned within 14 days will be eligible for a full refund, unless they have been removed from their original packaging. Items not in their original packaging will be eligible for repair only. The sales assistant also highlighted the same clause printed on the back of Hobson’s receipt. Hobson is furious about this situation and is considering suing Westfield to challenge the validity of this clause. In addition, following an on-line search of reviews of the Nutri Extractor Diamond Blender, Hobson discovered numerous negative reviews regarding the durability of the blender, which has never been ranked top of its class. Hobson is unsure as to whether he can sue for breach of contract in respect of this statement. E. Evaluate the main distinction between contractual terms and representations, and based on this evaluation assess how the statement regarding the fact that the blender was rated top in its class is likely to be classified, and the consequences of such a classification. (10 marks) F. Review the law in relation to the incorporation and construction of exclusion clauses, and following this review determine the validity or otherwise of the clause in Hobson’s contract. (25 marks) Note: An additional 10 marks will be allocated to the presentation of Part A. (10 marks) (Total 100 marks)