Contract law
Question 2Green Corridor Café (“GCC”) is a café which takes pride in providing vegetarian cuisineusing ingredients which come from sustainable sources and are grown using environmentallyfriendly processes. GCC has gained a reputation with its slogan “Green Footprint, OrganicLiving!”. The owner of the café, Arnold, aims to engage local suppliers in Singapore andpromote cooking with organic ingredients that are sourced with the least carbon footprint (i.e.using as little fuel-based transport as possible).Arnold contacted a local farmer, Ah Seng, in Singapore to source for organically grownvegetables. Arnold inspected Ah Seng’s farm in Lim Chu Kang, Singapore and was pleasedto see that Ah Seng had many types of produce which would be suitable for GCC’s cuisine.They agreed that Ah Seng would supply GCC with certain specified types and amounts ofvegetables on a weekly basis for 12 months, and a contract was prepared accordingly.Clause 12 of the contract between GCC and Ah Seng states as follows:“It shall be a warranty of this Contract that the vegetables supplied would besourced from Singapore and grown using organic processes.”Arnold did not know the legal significance of the word “warranty”, but he signed the contractanyway because he saw the words “sourced from Singapore” and “grown using organicprocesses”, which were very important to him.In the third month of the contractual period, Arnold found out that some of the vegetableswere not grown in Singapore. Instead, they were sourced from nearby organic farms in JohorBahru, Malaysia. When Arnold asked Ah Seng about this, Ah Seng replied that, “Johor isvery close to Singapore! They are virtually the same!”In the fourth month of the contractual period, Arnold found that some of the vegetables thatwere supplied by Ah Seng’s farm in Lim Chu Kang contained some pesticide, although thesewere not harmful with regard to human consumption. Arnold is unhappy about this, partlybecause he is worried that his customers might think he is a hypocrite because of GCC’sslogan. He therefore wishes to terminate the contract with Ah Seng.Separately, Arnold entered into a new contract with Soy Soy Pte. Ltd. (“SSPL”), amanufacturer and supplier of soy-based imitation meat, for SSPL to supply soy-based burgerpatties to GCC. In the contract with SSPL, Clause 15 states as follows:“During the period of the contract and for two (2) years after the termination ofthe contract, Green Corridor Café shall not manufacture, sell or distribute anysoy-based food products in Singapore or anywhere else in the world.”A few months later, Arnold started thinking about creating and selling his own soy-basedchicken burgers in GCC, and started consulting other industry suppliers on his ideas. SSPLheard about this and wants to enforce Clause 15 of the contract against GCC.(a) Distinguish implied terms from express terms by explaining the differences betweenthe two categories of terms. You should support your answer by providing two (2)examples under each category, based on the contract between GCC and Ah Seng.(10 marks)(c) Identify the main legal issue that arises from terms like Clause 15 in the contractbetween GCC and SSPL. Explain whether SSPL is able to enforce Clause 15 againstGCC, if GCC decides to start selling its own soy-based chicken burgers.(20 marks)
