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"Broadchalke is one of the most pleasing villages in England. Old Herbert Bundy, the defendant, was a farmer there. His home was at Yew Tree Farm. It went back for 300 years. His family had been there for generations. It was his only asset. But he did a very foolish thing. He mortgaged it to the bank." (Lloyds Bank v. Bundy [1973] 3 All ER 757) - Lord Denning

Are the Conditions part of the contract?

The farmers were aware that the sale was subject to some Conditions of Sale. All seed merchants have Conditions of Sale. They were on the back of the catalogue. They were also on the back of the invoice each year. So it would seem that the farmers were bound at common law by the terms of them. The inference from the course of dealing would be that the farmers had accepted the Conditions as printed - even though they had never read them and did not realise that they contained a limitation on liability.

But in view of modern developments, it is to be noticed that the Conditions were not negotiated at all between any representative bodies. They were not negotiated by the National Farmers' Union. They were introduced by the seed merchants by putting them in their catalogue and invoice - and never objected to by the farmers.

It is also to be noticed that the farmers never thought of insuring against any breach of contract by the seedsmen. It would be difficult to get any quotation. It might be possible for the seed merchants to insure themselves; something in the nature of a product liability insurance. Some seed merchants do so. George Mitchell v Finney Lock Seeds (1982] EWCA Civ 5) - Master of the Rolls







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