This was an appeal from the decision of judge Seymour on 21 April 2004 in which he dismissed Filobake’s claim again Rondo and awarded nominal damages against Frampton.
Filobake was a manufacturer of filo pastry and wished to extend its product range into samosa pastry. Rondo specialised in the manufacture and supply of pastry and dough processing equipment. Frampton manufactured and supplied ovens and coolers that were sometimes incorporated into the pastry production line.
Rondo successfully quoted for the supply of equipment that could be used for the production of both samosa pastry and filo pastry. Filobake also purchased an oven and cooler from Frampton. Rondo’s quotation included a specification that stated that the equipment would be able to produce samosa to an attached recipe at a certain speed and within certain dimensions.
There were problems with the production capabilities of the equipment supplied.
Filobake alleged that it was a term of the agreement between Filobake and Rondo that the pastry line described in Filobake’s quotation would be able to produce samosa pasty to the dimensions and speed and recipe included in the quotation. The issue on appeal was the extent of the contractual duty owed by Rondo to Filobake in relation to the performance of the Rondo equipment.
Filobake argued that the express term that the equipment detailed in the specification “will be able to produce Samosa to the attached recipe” was to be read in light of the obligation as to fitness for purpose imposed by the Sale of Goods Act 1979. The reality was that the purpose for which the equipment was required was the production of the samosa pastry for resale: if the equipment was not fit for that purpose Rondo was in breach of its contractual obligations – whether expressed or implied by statute.
Reference
Lord Justice Chadwick considered there was force in Filobake’s argument. His Honour found that the warranty given by Rondo was that the equipment would be able (i) to produce samosa pastry (ii) to the attached recipe (iii) at the speed with the dimensions and sheet characteristics particularly described. It was necessary, if Rondo’s contractual obligations were to be met, that the extruded dough should be capable of use as samosa pastry; the contractual performance obligation was not limited to the equipment being able to produce a dough at the speed and dimensions stated in the quotation.
*Full case details
Filobake Ltd vs Rondo Ltd and Frampton International Ltd, 1-3 February 2005, Court of Appeal, Chadwick LJ, Buxton LJ and Hooper LJ
Contact Fenwick Elliott on 020 7421 1986 or NGould@fenwickelliott.co.uk
Postscript
This case emphasises that terms incorporating fitness for purpose obligations are not just incorporated into a contract by virtue of the Sale of Goods Act 1979 – they can also be incorporated through documentation and representations made in the contractual documents. For example, a builder entered into a “non-design” contract to construct a heating system and the specification stated that the system should heat to 21 degrees Celsius and, in fact, the supplied system was only able to heat to 19 degrees, the builder would be in breach of his fitness for purpose obligations.
