Rosengrens Tann Ltd v Ayres

In a sale by description, the relevant description is the description agreed in the contract. A manufacturing or specification drawing is not part of that description merely because it may have governed production; it must have been incorporated through the contract documents or negotiations.

The same unincorporated drawing cannot supply the yardstick for satisfactory quality under the Sale of Goods Act 1979. Quality must be assessed by the statutory standard and relevant circumstances, including the description and, where relevant, the price. Where a trial judge gives inadequate reasons and leaves material issues unresolved, the appellate court may order a retrial.

The claimant sold the defendant 56 safes and sued for payment of two invoices. The defendant relied on set-off and a counterclaim alleging misrepresentation and breach of contract concerning the safes' quality.

After a four-day trial, Recorder Lincoln Crawford dismissed the claim and found for the defendant on the counterclaim, leaving damages for later assessment. The recorder treated a 1978 drawing as the specification for the safes and relied on it in assessing the contractual description and satisfactory quality under the Sale of Goods Act 1979.

The claimant appealed. The central issues were whether the drawing formed part of the contract, whether it could determine the statutory quality term, and whether the case required a retrial.

Appeal allowed and case remitted for retrial. Lord Justice Dyson gave the leading judgment. Lord Justice Simon Brown agreed with it and with the proposed order. Costs were ordered to be in the action.

1. Recorder's reasoning. The recorder failed to define the relevant contractual description and did not make specific findings on the pleaded allegations. His reasoning treated drawing No 63882 as decisive, although the drawing had not been pleaded or relied on during the contract negotiations. The judgment also referred to an unpleaded cash-rating issue.
2. Contractual description. For the purpose of the term implied by section 13 of the Sale of Goods Act 1979, the relevant description was that the goods were TBN and TXA cash safes equivalent to the stated European grades and cash risks. The 1978 drawing had no contractual relevance. The evidence supporting its status as a production specification was inadequately considered. In any event, neither the contract documents nor the oral discussions referred to it, and the respondent did not contend that it formed part of the description.
3. Satisfactory quality. The recorder's apparent conclusion under section 14(2) also depended on treating the drawing as incorporated into the contract and as the yardstick for satisfactory quality. Since it was not incorporated, that conclusion could not stand. A separate case under section 14(2) remained possible. It would require assessment under section 14(2A), including the description, the price if relevant and all other relevant circumstances. The adequacy of the drill testing also remained unresolved and could be relevant to the alleged equivalent grades.
4. Retrial. A retrial was necessary because the first-instance judgment was cryptic and inadequately reasoned, left material issues undecided, and created an uneasy risk of real injustice if the respondent's possible independent quality case were not heard.

1. Court of Appeal (Civil Division). On 22 June 2001, the court allowed the claimant's appeal and remitted the case for retrial: [2001] EWCA Civ 997.
2. Central London County Court. Recorder Lincoln Crawford gave judgment on 16 June 2000 after a four-day liability trial. He dismissed the claimant's claim, found for the defendant on the counterclaim, and adjourned the assessment of damages.