ll s'agit d'un cas pratique de référence corrigé (en anglais) en droit des contrats britannique, pour les étudiant en LLB Contract LAW. Très complet sur modifications et fin du contrat.
So we got a client, John, which runs a limousines business providing transport to companies for their important clients to and from the airport. He made a contract with Ben, the managing director of Eminent Offices Ltd., hiring a limousine for one year, starting on 1st august for the rental of £400 per month. First difficulty arrived in september when John ran into financial difficulties when another company he deals with, became insolvent. So John wanted to modify the contract increasing the price to £500 per month, and Ben accepted when he realized that this price would still be good according to the market prices, and especially because it saved him having to re-contract with a different company knowing that Eminent has an international conference coming up. He paid the new price for the september month, but due to severe weather in November, he realized he will make a loss on the limousine cost because many of his clients had called off. Here is the second difficulty, because Ben refused to pay John anything more than the original price from the end of november. John protested but because he hoped to renew the contract for the next year he agreed to pay £400. When the contract came to end, Ben said that he no longer needed the service. Here comes the third difficulty, and the biggest issue, because John asked Ben to pay a bill in full and final settlement including £500 for the last month and £800 to make up for the £100 he lost each month between november and july.
1°) The viability of the modifications of the original contract
2°) End of the contract and possibilities
[...] But here it would mean that John had no choice, and actually he did have the choice. The hard thing would be to demonstrate that to renew a contract was a real necessity for John's company, and it determinate his acceptance to the price decrease, but it still would probably fail because of promissory estoppel's principle. In my opinion, the best option would be to show that the estoppel principle can't apply in our case. So it would leads us back to our first hypothesis, that only the first one promise is enforceable, and that the full rental price can be claimed back. [...]
[...] The third issue is John's will to come back on the last modification and to claim back the rental price including £100 for the months after november. So far it depends on the question of the viability of those modifications, because to help John, the best thing in front of court would be to prove that the positive modification, which is in his benefit, was and still is legal and enforceable, whereas the second, which is negative, is not legally valid. [...]
[...] The question is : can we argue that John's consideration is absent, after what we've seen before? Actually with a negative modification, consideration is hardest to find. John agreed because he hoped to renew the contract he had with Eminent for the next year. Can it be seen as a practical benefit ? If we apply Williams v Roffey case, in our situation, from one size the consideration would be £100 less on the price, and from the other the hope to renew a contract. [...]
[...] Obviously the first one is much more in John's favor. It would mean that the contract has changed, and the new contract is £500 per month. So Ben didn't respected his obligations from the end of november when he refused to pay the new price. It would bring a breach, and John could rightfully ask for his loss. But this possibility is not probably going to happen. Why ? Because with negative modification, and the difficulty to find a consideration, different solutions have been adopted by judges. [...]
[...] Here is the second difficulty, because Ben refused to pay John anything more than the original price from the end of november. John protested but because he hoped to renew the contract for the next year he agreed to pay £400. When the contract came to end, Ben said that he no longer needed the service. Here comes the third difficulty, and the biggest issue, because John asked Ben to pay a bill in full and final settlement including £500 for the last month and £800 to make up for the £100 he lost each month between november and july. [...]
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