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When it comes to business-to-business contracts, there are not the same protections for these as for regular customers in relation to unfair terms. Since many of these protections do not apply or only apply at the court’s discretion, it is especially important to check the contract’s terms and conditions, or T&Cs, before signing it (Davis, 2020).
This paper will discuss the case in which the plaintiff was hired to provide interior design services for the building that belonged to the defendants. The work was not completed due to the deterioration of the relationship between the parties, and the defendants did not pay the full amount established under the contract. The plaintiff decided to invoice; however, the defendants claimed that 50 percent of the full amount was due upon the completion of the work. In other circumstances, the work was defective, and the defendants were entitled to damages. The plaintiff sought to refute this allegation on the basis of its contract’s T&Cs. This case provides a valuable lesson about how important it is to operate properly T&Cs in business-to-business contracts.
In terms of analyzing the perspectives, from the point of view of the plaintiff, it could legally refute the claims of the defendants under an anti-set-off clause that was in its T&Cs. They were first presented as printed copies during the presentation that took place in May 2020. A few months later, an e-mail was sent by the plaintiff to the defendants that contained the proposal and its T&Cs, which were attached separately. The plaintiff argues that if the defendants had not been comfortable with it, they would have made an attempt to discuss it, but they never did.
In their turn, the defendants do not deny that T&Cs were received by them at some point. However, after the first e-mail letter, each time the plaintiff sent a revised summary of the proposal, there was an allusion that it was subject to T&Cs; yet they were never attached or sent separately. Therefore, the defendants state that the plaintiff cannot refer to them in arguing in favor of its position. Moreover, as per the defendants, the plaintiff’s conditions entitled it to a fundamentally different performance of the contract as compared to the purpose and requirements initially established in the agreement.
In order to determine whether T&Cs were legally contained in the agreement, one is to turn to Balmoral Group v Borealis. As cited by Swarb (2022), it depends on: “whether [what] each party does lead[s] a reasonable person in their position to believe that those terms were to govern their legal relations”. Granted, there were no T&Cs in the versions of the documents that the defendants signed. However, it is reasonable to assume that the references pointed to those available as printed copies in May 2020 and attached via e-mail a few months later. Seeing how nothing in the signed documents was contrary to which T&Cs it was referred to, it is to be accepted that they were incorporated into the agreement.
Evidently, the arguments provided in this case are only relevant when it comes to the functioning of T&Cs in business-to-business contracts. While it is to be accepted that they were part of the agreement in this scenario, one has to be careful. If some directions are stated to be in the document which is signed, it is important to ensure that this is realized in practice. Alternatively, one might find themselves in lengthy and costly litigation attempting to establish that these directions were indeed incorporated.
References
Davis, E. (2020). Business to business contracts: Everything you need to know. Reducer. Web.
Swarb. (2022). Balmoral Group Ltd v Borealis [UK] Ltd and others: ComC 25 Jul 2006. Web.
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