Breach of Contract in legal English
Legal English Innovation
What is Breach of Contract in Legal English?
What is Breach of Contract in Legal English?
Material Breach
This is commonly known as a fundamental breach, and it occurs when one party to the contract (Party A) receives something “materially” different from the other party (Party B) than expected when the contract was entered into.
Minor / Immaterial Breach
This is understood as a non-material breach, and it occurs when one party to the contract (Party A) feels the contract was left unfinished by the other party (Party B). This is often when it contract is performed late or with in satisfactory results.
Anticipatory Breach
This is frequently known as an anticipatory breach, and it occurs when it becomes obvious that one party to the contract (Party A) cannot perform the obligations under the contract to the other party (Party B).
Legal English Innovation
Area of law: Contract Law
Section 18 – Breach of Contract
Listening task: Take notes.
Timing: This listening is 6 minutes long.
Lawyer: Good afternoon, Mr Price. Do sit down. I’ve asked you to come along today so we can have a final chat about the court hearing on Tuesday, and make absolutely sure you’re clear about what’s going to happen and what’ll be expected of you. I’m Joanne Brand, our firms’ litigation specialist and I’ll be acting on your behalf in court. As my colleague Matt Parker has already told you, there’s no need to worry at all. We’ve got a very strong case here, and although we can never be absolutely sure of what’ll happen on the day, I’m confident, having looked at the facts, that we”Il get the outcome we’re after.
Mr Price: Thank you. I’m glad we’ve been able to have this meeting because I’ve had a few sleepless nights about going into court. I’ve never spoken to a judge before, and I’m scared that the other side’s solicitor’ll try to tie me up in knots. It all seems so complicated, doesn’t it?
Lawyer: Well, it can seem that way on the surface of it. And it’s true the defendant’s solicitors may try to make things more complicated than they need to be. But at the end of the day, I think the judge’Il see things our way. Let’s have a look, shall we? Now then, our basic grounds for bringing this claim are that the defendants, Blue Sky IT Systems Limited, supplied your business with software that resulted in great inconvenience to you as well as a significant financial loss. That’s the basis of it.
Mr Price: Yes, that’s right. Our hotel, The Buckingham Hall, needs a new system for managing bookings and producing final bills for our guests. The old system we had was just too antiquated. Well, it was set up some time ago, in the seventies, by my wife’s father, who retired in 1985, so that’ll tell you how outdated it was. All we wanted for the hotel was a new, efficient online system to book people into rooms and give them an accurate bill when they checked out. So, we approached Blue Sky IT Systems. They convinced us that their software was ideal for our needs and they installed the new system in January of this year.
Lawyer: Yes. And I see from your case file that you say the problems started almost immediately. That, for example, the system malfunctioned to the extent that it would tell you that you only had 3 empty bedrooms on a particular evening, when in fact you had 13. And as a result of relying on the system, you turned potential guests away.
Mr Price: Yes, that happened on Valentine’s night, February 14th what should’ve been one of the most profitable nights of the year for us. We had 10 empty rooms, and we didn’t realise it until the next day. It’s absolutely heartbreaking, because we had to apply to the bank for an overdraft later that month to see us over until the Easter revenue came in. It makes my blood boil that they won’t accept responsibility for it.
Lawyer: That’s entirely understandable, Mr Price. And I see it wasn’t a lone incident. I see from your case notes that the booking system malfunctioned at least a further 5 times that we know of between being installed, and you bringing this case against the defendant. This resulted in, let’s see, you believing that a total of 93 empty rooms were in fact booked, resulting in a financial loss to you of around fifteen and a half thousand pounds over the period in question.
Mr Price: That’s right. We had to apply for a temporary overdraft of £12,000 to keep us afloat. And all the time we had empty rooms.
Lawyer: And in addition to that, I see that you had to employ extra staff to manage your bookings because you couldn’t rely on the system.
Mr Price: Yes, once we were fully aware of the problem, we brought in 2 girls part-time to make sure things ran smoothly. That cost us another £3,000 or so. And we’ve since had to buy a new I.T. system that actually works! I daren’t think about the final bill for all this.
Lawyer: Well hopefully the final bill won’t be your responsibility. This case is fairly straightforward and all I need you to do in the witness box is to remain calm, and to give clear and honest answers to the questions both I and the other solicitor will ask you. The judge we’ve been assigned is Peter Jordan, and from what I know of him, he won’t take kindly to their defence at all.
Mr Price: Let’s hope so. They’re basically just saying that their terms and conditions allow them to get away with this, aren’t they?
Lawyer: That’s absolutely right. The defence documents I’ve seen state that the defendant is relying on the exclusion clause in its standard terms and conditions, which protects them from any claim based on, wait, let me just find it…, “performance, quality and fitness for purpose”. They also limit any liability to £5000. Well, that’s just nonsense. Although you signed this contract, we’ll argue that the law doesn’t allow them to exclude liability in this way. It’s contrary to both The Sale of Goods Act, and The Supply of Goods and Services Act, two excellent pieces of legislation designed to protect consumers in your position.
Mr Price: You mean, even though I signed the contract, the judge might say the contract breaks the law?
Lawyer: Precisely. The law says that, despite any exclusion clause to the contrary, any goods or services provided to you must be ‘fit for purpose’. In blunt terms, the law says the system you were sold must actually work. If it doesn’t, no exclusion clause can help them. Their entire defence seems to rest upon relying on the exclusion clause. I find it extraordinary that they’ve allowed this to proceed to court at all.
Mr Price: Well, that’s a relief. Things don’t seem so bad now you’ve explained that. And I suppose they’ll have to cover my legal fees as well?
Lawyer: Oh yes. Our total claim, including damages and costs is approaching £26,000. And I’m very confident we’ll get it.
How was your comprehension? Did you understand 65, 75, 85, or 95%?
Reading and listening simultaneously and focusing on each and every vocabulary word technical term, and detail is a strategy to help you improve your listening.
Legal English Innovation
Comprehension Questions
Answer the following questions in your own words.
1. On which day of the week is Mr. Price’s court appearance?
2. What is the name of the lawyer who will be representing Mr. Price in court?
3. What is the full name of the defendant in this case?
4. Mr. Price mentions that his hotel business had two requirements of the new software he purchased from the defendant which are the two requirements?
5. What date does Mr. Price say is one of those profitable nights of the year for his hotel?
6. What credit facility did Mr. Price request from his bank in February?
7. How much income does Mr. Price estimate he lost as a direct result of the software not working properly in the period between the software being installed and bringing the case to court?
8. Mr. Price had to employ two extra employees as a result of the software not working properly. On what basis were these two extra people employed with reference to their working hours?
9. Which particular clause in the contract is the defendant relying upon in court according to the defense documents?
10. Name one of the two pieces of legislation that Mr. Price’s lawyer intends to rely upon in court? (and what was the other?)
Group discussion questions
Discuss the following questions with your classmates in an open debate. Remember to join the conversation by stating “this is your name “. This will keep the conversation organized and polite and if you have any questions or comments please do not hesitate to ask.
1. Do you think the process for the court appearances is appropriate in this case? (in your country, and in general around the world)
a. The amount of court costs
b. The complexity of the process involved
c. The effectiveness of the decision handed down
2. What do you have done to prevent this case in the first place?
a. What specific advice would you have provided?
b. Are there any clauses that you would have had reviewed professionally by legal counsel?
3. What details can you provide about the previous computer system?
a. Why might there have been such a delay in updating the computer system?
b. Do you think that hiring two part-time staff to cover the reservation books was required in order to mitigate the harm?
4. If you were Mr. Price, what would you do when you buy the next computer system?
a. How would you do your market research in order to find the correct system the second time?
b. How would you test out the computer system?
c. What steps would you undertake in the installation of the system?
Legal English Innovation
New Vocabulary
fit for purpose
an outcome
to tie up in knots
a sleepless night
solicitor’ll
judge’ll
significant financial loss
to rely on
an overdraft
to make my blood boil
a lone incident
daren’t
to put bluntly
to turn out
We can teach you legal English.
Legal English Innovation
UK Legislation
Consumer Rights Act 2015
The Sales of Goods Act – Outdated
The Supply of Goods and Services Act – Outdated
The Consumer Rights Act 2015 became law on 01 October 2015, replacing three major pieces of consumer legislation – the Sale of Goods Act, Unfair Terms in Consumer Contracts Regulations, and the Supply of Goods and Services Act. It was introduced to simplify, strengthen and modernise the law, giving you clearer shopping rights.
Product quality
As with the Sale of Goods Act, under the Consumer Rights Act all products must be of satisfactory quality, fit for purpose and as described. The rules also include digital content in this definition. So all products – whether physical or digital – must meet the following standards:
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Satisfactory quality Goods shouldn’t be faulty or damaged when you receive them. You should ask what a reasonable person would consider satisfactory for the goods in question. For example, bargain-bucket products won’t be held to as high standards as luxury goods.
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Fit for purpose The goods should be fit for the purpose they are supplied for, as well as any specific purpose you made known to the retailer before you agreed to buy the goods.
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As described The goods supplied must match any description given to you, or any models or samples shown to you at the time of purchase.
Who should you claim against?
If what you’ve bought doesn’t satisfy any one of the three criteria outlined above, you have a claim under the Consumer Rights Act. If you’ve bought a faulty product, you can read our guide, which shows you what you should do and how to make a claim. If you want to make a claim under the Consumer Rights Act, you have several possible ways of resolving your issue, depending on the circumstances and on how you want the retailer to remedy the situation.
Your rights under the Consumer Rights Act are against the retailer – the company that sold you the product – not the manufacturer, so you must take any claim to the retailer. What you can claim depends on how much time has passed since you made the purchase. Read on to find out what your rights are in the first 30 days after purchase and beyond.
30-day right to reject
Under the Consumer Rights Act you have a legal right to reject goods that are of unsatisfactory quality, unfit for purpose or not as described, and get a full refund – as long as you do this quickly. This right is limited to 30 days from the date you buy your product. After 30 days, you will not be legally entitled to a full refund if your item develops a fault, although some sellers may offer you an extended refund period. This right to a refund doesn’t apply to products you’ve bought as downloads, though – such as music, games or apps. You can, however, ask for a digital product to be repaired or replaced if it develops a fault. And if this isn’t possible, or is unsuccessful, you have the right to receive a price reduction.
Repair or replace
If you are outside the 30-day right to reject, you have to give the retailer one opportunity to repair or replace any goods or digital content which are of unsatisfactory quality, unfit for purpose or not as described. You can state your preference, but the retailer can normally choose whichever would be cheapest or easier for it to do.
If the attempt at a repair or replacement is unsuccessful, you can then claim a refund or a price reduction if you wish to keep the product. You’re entitled to a full or partial refund instead of a repair or replacement if any of the following are true:
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the cost of the repair or replacement is disproportionate to the value of the goods or digital content
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a repair or replacement is impossible
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a repair or replacement would cause you significant inconvenience
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the repair would take an unreasonably long amount of time.
If a repair or replacement is not possible, or the attempt at repair fails, or the first replacement also turns out to be defective, you have a further right to receive a refund of up to 100% of the price you paid, or to reject the goods for a full refund. If you don’t want a refund and still want your product repaired or replaced, you have the right to request that the retailer makes further attempts at a repair or replacement.
The first six months
If you discover the fault within the first six months after buying the product, it is presumed to have been there since the time of purchase – unless the retailer can prove otherwise. During this time, it’s up to the retailer to prove that the fault wasn’t there when you bought it – it’s not up to you to prove that it was.
If an attempt at repair or replacement has failed, you have the right to reject the goods for a full refund or price reduction – if you wish to keep the product. The retailer can’t make any deductions from your refund in the first six months following an unsuccessful attempt at repair or replacement. The only exception to this rule is motor vehicles, where the retailer may make a reasonable reduction for the use you’ve already had of the vehicle after the first 30 days. If you’d prefer to keep the goods in question, you can request an appropriate price reduction.
Six months or more
If a fault develops after the first six months, the burden is on you to prove that the product was faulty at the time of delivery. In practice, this may require some form of expert report, opinion or evidence of similar problems across the product range.
Legal English Innovation
Writing Activity
Area of Law: Contracts
Writing Task: after reviewing the conversation, you realized that your colleague had made a mistake and the Sales of Goods Act or the Supply of Goods and Services Act are not to be relied upon. The correct piece of legislation is the Consumer Rights Act of 2015.
Use the link above to find the “fit for purpose” section of the Consumer Rights Act of 2015 to correctly advise your client. Set out a formal document explaining the mistake and what the intended action is to correct the situation.
Foundations of theory of preventive consumer law in digital advertising
The book is an explanation respect to what the theory consists of (the theory of preventive consumer law in digital advertising), what the scope of the theory in digital advertising is and what is its importance.It is worth clarifying that everything is focused on the collective construction of knowledge, so the reader with their own experience and own perception of life, will provide feedback on the premise that will be communicated (tailor-made to their way of being of the cases that will be attended).
Example Clauses
Legal English Innovation
General Vocabulary Review
to boil down to
to have a bearing on
high-profile
to hand down
a party
the run up to
a relationship of employment
to take the plunge
a legal issue
a corporate advisory company
a claimant
to take place
evidence in court
to trigger off
due to depart
to hear
legal advice
to check out
staff
relevant statute
further declarations
to get things in writing
to hang on
to apply law
infringement
a dispute
healthy profit
a contract of sale
a straightforward case
an assignment
to draw up
jurisdiction
on the grounds of
to have copyright in
to issue a claim
a living wage
accounts
to blame
to rip off
blatantly
to have a word with someone
as long as
a sole trader
personal assets
the cost
the retail price
just around the corner
to cook the books
in terms of
to drop dramatically
to bear in mind
a stall
to move abroad
a logo
not a trace
to set up
a limited company
to bump into
in conjuction with
a binding contract
to spot
a sternly-worded letter
to sky dive
a partner
a written agreement
governing law
engaged in
a number of
a sum
to dismiss
trademark
full and final
to win a case
a small fortune
business premises
a bit shabby
new competition
to waive
to put a charge
to lead to
to show up
maternity leave
to deal with
the case
to harm
to add fuel to the fire
a fee
reasonable legal fees
to add insult to injury
a signature
complied with
amid a storm
Indeed
just bear with me
royalty
scrutiny
to settle
to sue
to invoice / an invoice
a tenant
a landlord
self-employed
substandard work
breach of contract
to turn up
to earn a living
bankrupt
a bailiff
a battle
a solicitor
a bill
conveyancing
a mortgage lender
to borrow
a formal written warning
loopholes
clamp down
accounting
to sign and date
to sack / to fire
straight away
income
to take to court
small claims court
to take out a loan
legal interest in an asset
a claim
to hold by a third party
to seize
outcome of a case
hasn’t paid a penny
sold at auction
to follow up
to carry out
to chase up
a matter
to draw up
ownership
a total sum
to squeeze in
MPs
extent of
to deflect
foreseeable future
wrongful
an installment
to draw conclusions
a deposit
specific performance
bits and pieces
a stamp duty
the facts
to complain
to award
to go ahead
interest and costs
to struggle
a Charging Order
to enforce a judgment
to draw a line under
to draw a line under something
to cover
to threaten
damages or losses
to purchase
About the Author
Eric Froiland
Eric is a legal English teacher from the United States and has been based out of Bogota, Colombia for the last 10 years. He is the owner and founder of Legal English Innovation SAS, which is recognized as the top legal English academy in Colombia and is an official Test of Legal English Skills (TOLES) examination center.
