Contracts

Brief

Raffles v. Wichelhaus

Procedural History:

• Judgment for the Defendant.

Facts:

• It was agreed that the plaintiff would sell the defendant 125 bales of Surat cotton.
• It was to arrive on the Peerless from Bombay.
• The defendants would pay at the rate of 17 ¼ d. per pound within a certain time then agreed upon after the arrival of the goods in England.
• Goods did arrive by the Peerless from Bombay and the plaintiff was ready to deliver the goods to the defendants.
• The defendants however refused to pay the plaintiffs saying that they breached the contract.
• Defendants claim the agreement was for the shipment to arrive by the Peerless in October and the plaintiff did not offer to deliver the goods at that time but instead was only ready and willing to deliver when another ship, also called the Peerless arrived in December.

Issue:

• Due to latent ambiguity, was there a meeting of the minds and thus a contract?

Holding:

• No.

Reasoning:

• Milward:
  • It is immaterial by what ship the cotton was to arrive.
  • The naming of a ship it was to arrive on only means that if the vessel is lost on voyage, the contract is to be at an end.
  • The defendant had only bought the cotton which was to arrive by a ship.
  • The defendant has no right to contradict by parol evidence a written contract good upon the face of it.
• Mellish:
  • There is a latent ambiguity, and parol evidence may be given for the purpose of showing that the defendant meant one Peerless and the plaintiff another.
  • There was no consensus ad litem, and therefore no binding contract.