Introduction
This essay examines the legal issues arising from the contractual disputes between EcoPrint Ltd, a company specialising in environmentally friendly printing for universities, and the Queen Mary Environmental Society (QMES), a student society seeking to utilise EcoPrint’s services for promotional materials. Two primary issues are under scrutiny: first, whether QMES is entitled to the 40% discount on their leaflet order placed on 25 June, despite EcoPrint’s updated website notice withdrawing the offer; second, the implications of EcoPrint’s failure to deliver posters on recycled paper as promised for the “Planet in Peril” conference, alongside the imposition of an additional rush fee. This analysis will be grounded in the principles of English contract law, focusing on offer and acceptance, consideration, misrepresentation, and the remedies available to QMES. By critically evaluating these aspects, this essay aims to advise QMES on their legal position and potential courses of action.
Issue 1: Entitlement to the 40% Discount on Leaflet Order
The first issue revolves around whether QMES can enforce the 40% discount on their order of 5000 leaflets, placed on 25 June, in light of EcoPrint’s website update on 24 June stating that the discount had ended due to overwhelming demand. Central to this dispute are the principles of offer and acceptance, which form the foundation of a binding contract under English law.
An offer is a clear, definite, and unequivocal expression of willingness by one party to be bound on specified terms, as established in cases like Carlill v Carbolic Smoke Ball Co (1893). EcoPrint’s website advertisement of a “special deal for student societies – 40% off all printing orders placed before 30 June 2025” constitutes an invitation to treat rather than a unilateral offer, as it invites further negotiation or action from potential customers (see Partridge v Crittenden, 1968). However, the situation evolves when Priya, the President of QMES, emails EcoPrint on 10 June seeking confirmation of the discount’s applicability. EcoPrint’s sales manager responds affirmatively, stating that “as long as you place the order by the end of June, the discount will still apply.” This response arguably transforms the initial invitation to treat into a specific offer to QMES, binding EcoPrint to the discount for orders placed by the deadline.
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Acceptance occurs when the offeree unequivocally agrees to the terms of the offer. By placing the order on 25 June, QMES demonstrates acceptance of EcoPrint’s offer, as communicated via email. However, EcoPrint’s website update on 24 June, withdrawing the discount, complicates the matter. The question arises whether this withdrawal revokes the specific offer made to QMES. Under English law, an offer can be revoked at any time before acceptance unless it is supported by consideration or is explicitly stated to be irrevocable (Payne v Cave, 1789). Here, there appears to be no consideration provided by QMES to make the offer irrevocable, nor is there an indication in the email that the offer cannot be withdrawn. Nevertheless, the specific assurance given to Priya could be interpreted as a personal promise or collateral contract, distinct from the general website offer, suggesting that EcoPrint may be estopped from revoking it due to QMES’s reasonable reliance on the assurance (see Central London Property Trust Ltd v High Trees House Ltd, 1947).
Therefore, QMES has a reasonably arguable case that a binding agreement for the discount was formed through the email exchange and subsequent order placement. However, EcoPrint may counter that the website update constitutes a valid revocation communicated to all potential customers, including QMES, before acceptance. Given the ambiguity, QMES should assert their position based on the specific email assurance, which arguably creates an enforceable promise.
Issue 2: Misrepresentation Regarding Recycled Paper for Posters
The second issue concerns the posters ordered in September for the “Planet in Peril” conference, which were printed on standard paper despite EcoPrint’s representative’s assurance that “all our posters are printed on 100% recycled paper, we never use anything else.” This raises the issue of misrepresentation under English contract law.
Misrepresentation occurs when a false statement of fact induces a party to enter into a contract (Bisset v Wilkinson, 1927). Here, EcoPrint’s representative made a clear statement of fact regarding the use of recycled paper, which was false due to a supply change a month prior. Even though the representative believed the statement to be true after verifying the labelling, ignorance of the falsity does not negate liability for misrepresentation if the statement induces the contract (Derry v Peek, 1889). QMES relied on this statement, as environmentally friendly materials align with their ethos and campaign goals, suggesting that the misrepresentation was a material inducement to contract.
There are three types of misrepresentation: fraudulent, negligent, and innocent. Given that the representative did not knowingly deceive QMES but failed to ascertain the true state of affairs, this is likely a case of negligent misrepresentation under the Misrepresentation Act 1967, section 2(1). QMES may seek rescission of the contract or damages in lieu of rescission, though rescission may be impractical as the posters were used in a successful campaign. Damages could be assessed based on the difference in value between recycled and standard paper, though this may be nominal if the quality and effectiveness of the posters were unaffected.
Moreover, QMES might argue a breach of contract if the use of recycled paper was an express or implied term. However, without explicit documentation in the order form specifying recycled paper, this claim may be weaker compared to misrepresentation.
Issue 3: Imposition of the £300 Rush Fee
The final issue pertains to EcoPrint’s imposition of a £300 rush fee for overnight printing of the posters, despite an initial agreement to deliver within four days without mention of additional costs. Priya objected but offered £150, citing budget constraints and the importance of the conference.
This scenario raises questions of contract modification and consideration. Under English law, a variation to a contract must be supported by fresh consideration to be binding (Stilk v Myrick, 1809). EcoPrint’s request for an additional fee represents a variation to the original agreement. However, QMES’s offer of £150 does not necessarily constitute consideration, as it may be seen as a compromise rather than a new benefit or detriment. Furthermore, QMES might argue economic duress, given their urgent need for the posters and the pressure to maintain their reputation for a flagship event. Economic duress renders a contract voidable if illegitimate pressure deprives a party of free will (Universe Tankships Inc of Monrovia v International Transport Workers Federation, 1983). However, proving duress is challenging, as EcoPrint’s demand, while arguably exploitative, may not reach the threshold of illegitimacy.
A stronger argument for QMES lies in asserting that the rush fee was not part of the original agreement, and thus, EcoPrint cannot unilaterally impose additional costs post-formation without mutual consent. QMES should refuse to pay the full £300, potentially negotiating a settlement or limiting payment to the £150 offered, reflecting a pragmatic compromise.
Conclusion
In advising QMES, this analysis highlights several actionable points. First, regarding the 40% discount on the leaflet order, QMES has a plausible claim based on the specific email assurance from EcoPrint, which may constitute a binding offer or collateral contract, despite the website update withdrawing the general discount. QMES should negotiate with EcoPrint on this basis or consider legal action if the discount’s value justifies the cost. Second, the misrepresentation concerning the recycled paper for the posters provides grounds for a claim under the Misrepresentation Act 1967, potentially entitling QMES to damages, albeit likely nominal given the campaign’s success. Finally, on the rush fee issue, QMES should resist paying the full £300, arguing that it was not part of the original contract and lacks fresh consideration, while possibly settling at the £150 offered to maintain a working relationship with EcoPrint. Overall, while QMES faces evidential and legal challenges, their position is defensible, and a combination of negotiation and, if necessary, limited legal recourse could yield favorable outcomes. These disputes underscore the importance of clear communication and documentation in contractual dealings, particularly for student societies navigating professional engagements with limited resources.
References
- Bisset v Wilkinson [1927] AC 177.
- Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256.
- Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130.
- Derry v Peek (1889) LR 14 App Cas 337.
- Partridge v Crittenden [1968] 1 WLR 1204.
- Payne v Cave (1789) 3 TR 148.
- Stilk v Myrick (1809) 2 Camp 317.
- Universe Tankships Inc of Monrovia v International Transport Workers Federation [1983] 1 AC 366.
- Misrepresentation Act 1967, s.2(1). Available at: Legislation.gov.uk.
