2022 Contract Law Question 1 — LawShortcut Independent Model Answer
Harry contracts for White Siberian Oak and is sent a different wood under a substitution clause that lives only on the seller's website. The question turns on whether that clause was ever incorporated, on the sale-by-description condition, and on the fact that Elizabeth picked the wrong substitute anyway.
Scenario summary
Harry is building a small development of up-market houses and needed one particular timber: White Siberian Oak, wanted for its strength and its unusual colour. After a long search he found Elizabeth, willing to supply it. In their initial discussion Harry made it quite clear he wanted that wood and no other, and Elizabeth said she understood. They came to an agreement, delivery six months from the contract date.
Elizabeth then posted Harry a formal notice of the agreed contract to supply the wood at €100 per metre. At the end of that document was a single line: “All contracts are entered into on our standard terms and conditions of sale, full details of which can be found on our website.” The terms themselves were not set out in what he received.
When delivery fell due, Elizabeth telephoned to say that, because of international sanctions, White Siberian Oak was no longer available. She was exercising her right under Clause 35 of her standard terms: “We reserve the right to substitute, at our absolute discretion, the next nearest available wood product of similar quality if the original wood ordered is no longer available.”
On that footing she was substituting White New England Oak at the same price. Harry was incensed, having made clear in negotiation that he was interested only in White Siberian Oak; Elizabeth said there was nothing she could do, the sanctions being outside of her control.
Harry then made a further point. Although White New England Oak was somewhat similar, the most similar alternative was White Finnish Oak. Elizabeth replied that it had risen to €500 per metre through shortages, so that supplying it would make the contract uneconomic.
Candidates are asked to advise Harry as to his 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 — Is Clause 35 incorporated into the contract?
- Issue 2 — Sale by description
- Issue 3 — If Clause 35 binds, has Elizabeth used it correctly?
- Issue 4 — The sanctions defence: is the contract frustrated?
- Overall advice to Harry
- Where the 50 marks live — 13 incorporation, 13 sale by description, 11 construction of Clause 35, 9 frustration, 4 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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