Question 1 Agro-Tech Lid (ATL) is an agricultural company which takes pride in its slogan "Harvesting nature's gifts with absolute purity" . ATL owns a property in Singapore's emerging west region and intends to invest in a vertical garden. This project is unique because it aims to utilise the latest agricultural techniques and technology to produce a large quantity of produce within a small space - that is, a 5 storey building which ATL plans to convert into a vertical garden, so that crops can be grown vertically between floors. Although ATL specialises in agriculture, this is the first time it is launching a project of this nature. ATL intends to conduct a pilot project by growing a variety of beans known as 'Scarlet Emperor' which is a type of polar beans that grows in both vine and bush forms-the vine form being more space saving than the bush form and it being an established practice amongst vertical gardeners in Singapore to use vines instead of bushes for vertical gardens. In order to produce a sufficient harvest for both domestic sales and exports, ATL must produce almost double the normal yield that can be expected from traditional seeds. In order to secure the right type of seeds for its project ATL contacted Magic Seeds Lid (MSL) a company that researches and develops highly productive seeds using natural methods. The operations manager of ATL, Mr. Indranath Gupta, entered into negotiations with Mr. Alan Goh, the sales manager of MSL. The following conversation took place between the two: Gupta: "I need Scarlet Emperors... 10kg... you got any?" Goh: "Sure we do! What do you need them for?" Gupta: "We are about to launch a vertical garden in the West. We have very limited space and need high quality seeds for the project." Goh: "Of course sir. I understand your requirements. We have a very special breed of Scarlet Emperor that can produce a very high yield..100 pounds of yield per square foot to be precise." Gupta: "That seems like what we need. Perhaps I should ask my Operations Manager to check if this breed of Scarlet Emperor would meet our needs?" Goh: "Sir, that won't be necessary. I've got a degree in urban agriculture from NUS and this is a breed of seeds that I am confident will work well for your project. Plus, all our seeds are produced and processed using pure organic methods. We've got the best in the island." Gupta: "That's reassuring! After all, our company policy mandates us to source 100% organic seeds. Our clients place complete reliance on our slogan in their search for healthy food. In fact, I can assure you that we came specially to you, because your company uses organic methods." Goh: "In fact, you are in luck today. Because today is World Environment Day, we are giving a 10% discount on all purchases!" Gupta: "Amazing, mate!" At the end of this conversation, Gupta placed an order for 10kg of Scarlet Emperors. After making payment at the cashier, Gupta was handed a small-sized receipt which confirmed Gupta's payment, and included the following information in the front-'Scarlet Emperors 10kg - $5000'. Gupta, however, failed to notice that at the bottom of the receipt were the following words in small-print: "Please see reverse for terms and conditions of purchase'. At the back of the receipt, the following clause had been printed:Exemption of liability 1. In the event the seeds supplied are inherently defective, or prove to be different in variety, MSL's liability is limited to replacing the seeds or to providing the purchaser with a complete refund, provided that the defect is brought to MSL's notice within 14 days of purchase. 2. Subject to the above, MSL will not be liable for any direct, indirect or consequential loss or damage arising from the nature of such seeds. As Gupta was so focused on the transaction, he also completely failed to observe a conspicuously placed notice at the cashier's desk, which contained the aforesaid clause in large and bold print in bright red font. ATL planted the seeds in its vertical garden. But to ATL's utter dismay it found that the seeds germinated into bushes and not vines - which meant that more space had to be utilised for the plants resulting in over 50%% of the plants having to be discarded for lack of space. At the point of harvesting, ATL also discovered that the actual yield that was produced by the plants was only 50 pounds per square foot. It was scientifically established that this was due to a genetic anomaly in the seeds used. Additionally, ATL discovered that the beans produced contained certain chemical elements, which are not found in organically grown produce. Upon investigation, it was discovered that the chemicals had been introduced as a result of a puncture in the container in which the seeds were kept. As a result of these eventualities, only 25% of the required yield was produced resulting in ATL having to breach a number of contracts it had entered into with its clients for the supply of beans. The total loss suffered by ATL is estimated at $515,000. When ATL raised its claims with MSL, the latter denied liability relying on the exemption clause (as displayed at the entrance, near the cashier and the back of the receipt), which it claimed had been incorporated into the contract. Required for week 4 1. Specifically identify the incidents (as revealed in the facts) that led ATL to make a claim against MSL What are the express terms of the contract? Do the incidents give rise to a breach of any of the express terms? 4. Is there a need to imply a term into the contract? If so, what is the "gap'? Formulate the term that you think a judge might be willing to imply. Consider whether a judge might be willing to imply a term on the basis of custom, usage or practice within the relevant trade. In your view do the incidents give rise to a breach of the implied term that you set out under 4 above? 2 6. Based on the presented facts, is there a necessity to consult and apply the situations in which a party is entitled to terminate a contract as set out in the RDC case