Differences between Condition and Warranty: A Condition and a Warranty are terms of a Contractual agreement. I trust everyone reading this Article is conversant with the term Contract? A contract simply means the agreement which the Law will enforce or recognize as affecting the Legal Rights and duties of the Parties.
If you agree orally or in writing with a baker to supply you cake on your birthday, you have entered into a contract with the Baker. The law also recognizes Online Contract. Thus, if you order a shoe on Amazon, you have entered into a valid Contract with Amazon provided that your order was accepted and eventually delivered to you upon fulfilment of the consideration for the agreement which is your payment of the price of the Shoe.
In a Situation where upon delivery of this shoe to your house, you discover that the shoe has expired, is defective or has spoilt, what will you do?
A lot of people will just complain about the Shoe, drag Amazon on social media, manage the shoe that way or throw it away. Whereas that’s not meant to be your line of action. This is because you entered into a valid Contract with Jumia and Jumia didn’t fulfill the terms of the Contract and this gives the right to repudiate the contract or get a refund of the money you paid for the shoe.
This article addresses these terms which must be fulfilled in a contractual agreement with specific reference to a Condition and a Warranty and the differences that exist between them.
TERMS OF CONTRACT
Terms of Contract are those things which parties to a contract willingly agree to. A term of a contract could be an Express or Implied term. Express terms are terms specifically agreed upon by the parties and incorporated in their agreement. For example, if I want to buy a car and enter into an agreement with a car dealer to supply me a Black Range Rover Car, 2020 model with tinted Glass and not exceeding 200 Million. These which I have specified is an Express term in the Contract.
Implied terms on the other hand are terms which are not specifically mentioned by parties in a contractual agreement but these terms should be implied in the Contract by either Custom, Statute or the Courts.
For the purpose of this work, I will focus on Condition and Warranty which are terms implied by the Courts.
Also see: How to prepare and pass WAEC examination
What are conditions?
Section 3(1) Sale of Goods Edict of Kaduna (Nigeria) State provides that: Condition means a term which goes directly to the substance of the Contract for the sale of goods and so essential to it’s very nature that it’s non-performance may fairly be considered by the other party as a substantial failure to perform the Contract at all and so gives him the right to repudiate the Contract.
In the earlier example I gave on purchasing a car, the conditions in the Contract are that: It must be a Range Rover and it must be a 2020 model.
If the car dealer eventually delivers a Pathfinder Jeep to me, I’m entitled to repudiate the Contract because the condition in our Contract were not fulfilled and failure for him to fulfill this condition goes to the root of our Contractual agreement.
Also take for instance, the Federal Government contracts a Doctor to provide a cure for Corona Virus upon that such drug must be approved by the World health organization, NAFDAC and NCDC.
If the Doctor manufacturers such drug and supplies it to the Federal Government without the approval of these agencies, the Federal Government is entitled to repudiate the Contract, reject such drugs and claim for any other appropriate remedy such as Refund of the money paid for the drug or damages for any loss which may have been suffered.
In the case of Pym v Campbell an agreement by the defendant to buy the Plaintiff invention was subject to the approval of a third party, an engineer. The Court held that there was no binding agreement until the approval which is the Condition precedent for the Contract was obtained.
In Poussard v Spiers & Pond an actress was engaged to play a leading role In a French operetta from it’s beginning. As a result of Illness she was unable to take up her role until a week after the performances has started.
In the meantime, the producers who had engaged a substitute refused to have her back. She therefore instituted an action for breach of Contract. It was held that her failure to appear for the final rehearsal and the early performance of the operatte constituted a breach of condition and that the defendant were entitled to treat the contract as discharged.
A condition in a contract may be a Condition Precedent, Subsequent or inherent. When any of these conditions are not performed, the Contract will fail.
What are warranties?
Section 62 (1) Sale of Goods Law provides that: Warranty means an agreement with reference to goods which are the subject of a Contract of sale, but collateral to the main purpose of such contract, the breach of which gives rise to a claim for damages but not a right to reject the goods and treat the Contract as repudiated.
An example of a Warranty in a Contractual agreement is that on the 1st of July 2020, I agree with a seller from Italy to supply me brand new set of Clothes on the 12th of July, 2020 because I intend to use the cloth for the wedding of my sister on the 13th.
Eventually, the seller delivers these Clothes to me on the 14th of July, 2020. In this situation, I’m not entitled to reject the clothes because it was delivered to me past our agreed date. This is because the time specification in our agreement is a warranty and it does not give me right to reject the Clothes but rather only gives me right to sue the seller for damages in which not wearing the Cloth on the proposed day cost me.
In Bettini v Gye (3) The defendant entered into a contract to engage the Plaintiff as a singer in Opera and concert for a period of three months. The plaintiff undertook to be in London at least 6 days before the commencement of his engagements for rehearsals. He, however only arrived days before the engagement commenced and the defendant thereupon repudiated the Contract.
The Court held that the term as to rehearsals was a Warranty and whilst the defendant could have used for damages for the Plaintiff’s lateness in showing up, he could not repudiate the Contract.
Differences between Condition and Warranty
From the above definition of a Condition and Warranty, the differences that exists between them can be easily identified.
Let’s consider these differences:
1. A condition is fundamental to the main purpose of a contract whereas, a warranty is collateral to the main purpose of the Contract.
2. A breach of a condition is grave, while a breach of a Warranty is not grave.
3. The breach of a Condition gives rise to treat the Contract as repudiated or right to damages but a breach of Warranty gives rise to only a right to claim damages and not to reject the goods and treat the Contract as repudiated.
4. Warranty is a stipulation by parties to a contract which are collateral to the Contract, but a condition is a stipulation essential to the contract.
5. Failure to perform a Warranty doesn’t affect the agreement between parties but failure to perform a Condition is fatal to the agreement between the Parties.
5. A breach of Condition can be treated as a breach of warranty, that is if the aggrieved or affected party decides to claim only damages, but a breach of Warranty cannot in any way be treated as a breach of Condition.
6. Once a Condition is breached, the aggrieved party is exempted from further performance but in a Breach of Warranty that is not the Case.