united-kingdom contract-law breach-of-contract
Is a contract null and void if one party acts outside of the terms?
<p>I am based in the United Kingdom. Acting as a business, I have negotiated a contract with a service supplier (waste management).</p>
<p>The initial instruction was to have apparatus delivered by the supplier on 1st December and for the contract for payment to start at that point. They delivered the apparatus on 1st November, and also billed me from this point.</p>
<p>I raised a dispute with them because of this, and while they did offer to credit my account, I decided that I didn't want to move ahead with the company in light of this, and their customer service. They are insisting that I am now tied into a contract with them, even though this dispute was caused because of their mistake, and the fact they had acted outside of the bounds of the agreement by delivering the apparatus before the agreed upon date.</p>
<p>Is the contract null and void due to the counterparty acting outside of the terms?</p>
<p><strong>TLDR:</strong>
A service supplier delivered apparatus and started their service before the agreed upon date. Am I within my rights to back out of the contract based on this?</p>

<h2>No</h2>
<p>Or at least not necessarily.</p>
<p>Contract terms are legally one of three types:</p>
<ol>
<li>Conditions,</li>
<li>Warranties, or</li>
<li>Intermediate.</li>
</ol>
<p>Breach of any term allows the aggrieved party to sue to recover damages - monetary compensation to restore them to the position they would have been in had the breach not occurred.</p>
<p>Breach of a condition <em>also</em> (or instead) allows them to terminate a contract. Breach of a warranty does not. Intermediate terms are terms that might be a condition or might be a warranty depending on how egregious the breach was.</p>
<p>A contract can explicitly make a term a condition, the historical and still used phrase being that X is “of the essence”. If the contract is not explicit (most aren’t), then that is the concept that the court uses to decide - is the term “of the essence”, that is, absolutely fundamental to the performance of the contract.</p>
<p>Similarly a term can be explicitly a warranty, usually by saying party Y “warrants” something. Most incidental or procedural terms are warranties - if breached, they never give rise to a right to terminate.</p>
<p>Most terms are intermediate, particularly most terms about time. Normally, intermediate terms are warranties but if a breach is egregious enough, then this can elevate the term to a condition. Payment terms are a classic: if you are a day or a week late in making payment, the other party can’t cancel the contract. If you are a year late, they can. Somewhere in between, your breach changes the term from a warranty to a condition.</p>
<p>For your situation, the early delivery is clearly a breach of a warranty, not a condition. If it even is a breach - the contract may say that they are obliged to deliver <em>by</em> 1 December: delivery on 1 November is clearly in compliance with that term.</p>
<p>If it is a breach, you do <strong>not</strong> have the right to terminate the contract and if you tried you would be breaching the contract yourself by repudiation. By the way, repudiating the contract is definitely breaching a condition. A huge number of contract disputes turn on who validly terminated and who repudiated the contract.</p>
<p>If it is a breach, you can sue for damages which, since they have not charged you for November, would be what it cost you or what you lost by having their bin on your premises for a month. My guess that this would be in the order of zero.</p>
