Ecay v Godfrey [1947]

Ecay v Godfrey [1947] 80 LLR 286 established a legal precedent concerning the incorporation of representations as terms in a contract, particularly when the representor encourages the represented party to verify the truth of the representation.

The factual context of the case involved the sale of a sailboat. Godfrey, the seller, made a statement assuring Ecay, the buyer, that the boat was in sound condition. However, notably, the seller also advised the buyer to conduct an independent survey of the boat.

In the judgment delivered by the High Court, it was determined that the statement regarding the soundness of the boat was categorised as a mere representation and not a term of the contract. The crucial factor influencing this decision was the fact that the statement lacked the definitiveness required for incorporation as a contractual term. The seller's suggestion to the buyer to undertake an independent survey served as evidence that the statement was not intended to be a binding term. When a representor invites the represented party to verify the accuracy of a representation, it tends to indicate that the representation is less likely to be considered a contractual term.

This case highlights the importance of the context and language used in representations during contract negotiations. In situations where a representor encourages the other party to independently verify a statement, the representation is less likely to be construed as a contractual term and more likely to be regarded as a non-binding representation.
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