Terms & Conditions: in, out, shake it all about

The facts of Rooney v CSE Bournemouth Ltd are straightforward:

•Rooney owned an aircraft;
•CSE carried out work on the aircraft;
•Rooney claimed that CSE’s work was carried our negligently;
•CSE said its T&Cs limited its liability;
•Rooney said CSE’s T&Cs were not incorporated into the contract

The issue of incorporation turned on the words: “Terms & Conditions available upon request” which appeared on the works orders.
The first judge agreed with Rooney. The Court of Appeal disagreed. It said the words “Terms & Conditions must have meant something” and this was to be interpreted in accordance with what a reasonable person would have understood the words to mean. The Court considered that it was more arguable than not that it meant CSE’s T&Cs were incorporated into the contract.

However, this point was decided as a preliminary issue, and so the point will not be finally determined until the full Trial.

COMMENT: Arguments over the incorporation of terms is all too common. As a general principle of contract, there must be a clear offer and acceptance – whether by words (written or oral) or by conduct. This decision suggests that the Courts may take a slightly less robust approach to the incorporation of terms. Of course, certainty of terms is preferable so as to avoid the time and costs of litigation!