2021 Contract Law Question 1 — LawShortcut Independent Model Answer
Acme leaves the promise not to prioritise other customers out of the written contract, Elderflower signs it, and an 'entire contract' clause stands in the way. The question turns on the fact that every negotiation was recorded with both parties' consent — which is what makes rectification and a collateral contract realistic — and on a charging clause that allows recovery of cost and not profit.
Scenario summary
Acme Industries DAC is a contract bottler: it manufactures and bottles perfume under licence for a range of client companies. From early January it was in negotiation with Elderflower Perfumes DAC over an annual run of 20,000 bottles of the Elderflower fragrance. Every session took place by video conference and, with the consent of both sides, all of them were recorded.
Elderflower said it was essential that the year’s output be spread evenly across nine months, with none of it made between January and March, so that stock would peak in time for Christmas. Acme would not commit to that. It would undertake best efforts across the nine months and no more, warning that the full order might take the whole twelve months, because demand from its other clients could get in the way.
Elderflower said it could live with that on one condition: that Acme would not put other customers ahead of it. The parties also settled how changes would be handled: if the production specification were altered, Elderflower would pay Acme an amount equal to the cost of the alteration.
Acme then drew up the written contract. It captured the rest of the bargain, but the undertaking about other customers was missing from it, and it carried an ‘entire contract’ clause. Elderflower signed the document and sent it back.
At a later video conference Elderflower asked for the bottle to be square rather than round, square bottles being easier to transport. Acme agreed, told Elderflower that the change would cost it nothing, and undertook to put an amendment to the contract in writing. No amendment ever issued.
Production started in April. It never met expectations, and by Christmas the run was well behind. Acme then sent a further invoice for €20,000, calculated at €1 a bottle, to cover the switch to square bottles. Of that euro, 20 cent was additional profit for Acme.
Candidates are asked to advise Elderflower of their legal position under the law of contract.
This is a LawShortcut scenario summary written in our own words. For the exact examined wording, use the official King’s Inns paper linked above.
What this model answer covers
Issues and structure addressed in the full LawShortcut model answer:
- Issue 1 — The omitted “no-prioritisation” term
- Issue 2 — The production shortfall: is Acme in breach?
- Issue 3 — The square bottles and the €20,000 bill
- Overall advice to Elderflower
- Where the 50 marks live — 17 the omitted term, 11 the shortfall, 14 the €20,000 bill, 8 evidence, remedies and advice
- Common ways to lose marks
- Authorities relied on
- The reusable answer structure
Read the complete LawShortcut model answer to this question — reading the question, issue spotting, the applicable law, application to the facts and conclusions — inside the King’s Inns Contract Law Model Answer Vault.
Part of the King’s Inns Contract Law Model Answer Vault — 30 independently authored model answers, 2020—2025.
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