Whilst dressing ourselves up, we pay attention to the minute details when it comes to the quality of clothes or make up or even shoes and accessories.
What about the quality of the products we are contracted to buy?
We would of course expect the same standard of quality in our products but if our ‘standard’ is not specified in the contract how can we enforce it? Attention to specifics of quality is an important factor to include in a contract and sometimes it is prudent to instruct a product expert to help specify the quality. For example an expert in the type of wood material used in bespoke chairs.
The Sales of Goods Act tells us that there exists an implied duty for the goods to be in correspondence with the description as provided in the contract for sales of goods. It also requires the goods to be of satisfactory quality according to a prudent man’s standards, considering the price of the goods to be in accordance with the description of the goods plus relevant circumstances.
What would be the appropriate parameters for a good to be of optimum quality?
To reach the “optimum quality” of goods, they should be checked and accounted for;
(a)fitness for all the purposes for which goods of the kind in question are commonly supplied,
(b)appearance and finish,
(c)freedom from minor defects,
(d)safety, and
(e)durability.
Unless it is made known to the buyer before the contract is drawn. If the goods were examined by the buyer prior buying the said product and all shortcomings (if any) are revealed post examination, the seller is exempted from the quality test. Unless the contract is a sample contract, mere fact that the maker falls short in the quality of subject matter does not make the contract of sale invalid. As it is believed by the Uk law and courts that business laws should have the sense of predictability to increase the certainty of application of the law, therefore the contract of sale would be invalid if there is a mistake in relation to quality when the quality of the goods was fundamental to the contract.
For example in the case of Phoenix Interior Design Ltd v (1) Henley Homes Plc and (2) Union Street Holdings Ltd [2021] EWHC 1573 (QB), Henley commissioned Phoenix for interior designs of a upmarket hotel in Scotland which also entailed the job of selecting the supplier of suitable furniture. Henley found the selected furniture incompetent to meet the high-end status as set out in the design contract. Now where such perspective and subjectiveness of individuality is concerned, it becomes rather difficult to draw out the parameters of “quality” to be met under the obligations of the contract as (in the case at hand) the perspective of “upmarket high-end product” varies from person to person. Courts while observing the ‘initial brief’ drawn up by Henley, it was specified and Phoenix agreed, to procure “hard wearing furniture with a high quality look or feel”. Courts were of the opinion that as it was not specified that the furniture should be of “five star” quality and it wasn’t clear whether the hotel was going for a 5-star status, alongside the low budget set by Henley to procure the demanded standards, Henley had the responsibility to clarify and establish that “notwithstanding the challenging budget, high quality furniture was required”.
So in conclusion the overlap between the conditions on fitness of purpose and satisfactory quality of goods blurs the lines, making it impossible to form the most appropriate and specific contracts. Such a loosely worded contract can be rendered void. To make a legally binding contract, portraying the apt purpose and satisfactory quality of goods; it’s important to establish your subjective standards of quality in the contract. Specific details should be included, with an experts help if it’s outside of your expertise. The product specification must be weighed against the price of the product. Never expect the other party to assume the specific quality as the perspective of quality varies from person to person.