Can I reject an incomplete order?
Dear Mirror Lawyer, I am a businesswoman who deals in the buying and selling of fabrics.
I entered into an agreement with one of the Textile Production Companies in Ghana. The agreement was that the Company was supposed to supply me with 20,000 pieces of wax fabric at a cost of GH¢12,000,000 by April 1,2023, which I was to sell during the Easter and local Ghanaian festive seasons.
The company sent me an email stating that while they were working on my order, the printing machine broke down and so they were only able to prepare 15,000 pieces.
I am very disappointed and confused regarding the next decision to take. I have been told by a friend that I can have the quantity I want imported from China at a cheaper rate and so I do not want the order from the Textile company anymore. Can I reject the 15,000 that has been printed?
Lamisi Adam, Kotobabi.
Dear Lamisi, under the laws of contract, a party with capacity can enter into a valid agreement or contract once there has been an offer, an acceptance and the exchange of a promise known in law as the consideration. The effect of a valid agreement is that the parties are bound to perform their obligations under the contract.
The parties can only be discharged from their obligation under the contract by agreement, by a breach, when the parties perform their obligations or in the event that an unforeseen event occurs which then frustrates the performance of the obligations under the contract.
As noted, parties would be discharged from their obligations under the contract when they perform those obligations. When the parties perform the said obligations under the contract, they are then discharged and can even sue to enforce any rights they may be entitled to.
The general rule in law is that a party must perform all her obligations under the contract completely and exactly in order to be discharged from further performance or in order to sue to enforce any rights they are entitled to under the contract.
In the time past, the general principle was strictly applied. For instance, in Sumpter vs Hedges the parties entered into a construction contract, but the contractor was unable to complete the construction. Although he did a portion of the work, he was still unable to recover the value of the work done.
Also, in Bolton vs Mahadeva, the parties entered into a contract for the installation of heating system in one party’s house. The heating system did not work properly and, therefore, the installer was unable to recover any amount.
In recent times, several exceptions have been created by law to mitigate the harshness of the general rule. One of the exceptions is, as noted under the Ghanaian Law, specifically under the Sale of Goods Act. The exception is to the effect that where a seller delivers a quantity of goods less than what was agreed or contracted, then the buyer has two options. She may either reject the goods totally or may accept the quantity supplied and pay for the value of the goods supplied only.
Therefore, in the circumstances, once the contract is valid, you may either choose to accept the 15,000 prints as produced and pay for the 15,000 at the contract rate or you can choose to reject the prints and in which case, you are not required to pay for the goods.