Henry Kendall Ltd v William Lillico Ltd [1969]

Henry Kendall Ltd v William Lillico Ltd [1969] 2 AC 31 is a significant English contract law case that deals with the incorporation of contract terms through a course of dealings. The central issue revolves around the sale of animal food, its defects, and the responsibilities of the buyer in a long-standing commercial relationship.

The dispute originated from the sale of defective animal food by merchants to a farmer. The chain of suppliers involved multiple layers, creating a complex contractual arrangement. The purchases occurred regularly, approximately three or four times a month, spanning over three years. After each transaction, a sold note was issued, explicitly stating that the buyer assumed responsibility for latent defects. Despite the consistent issuance of sold notes, the buyers claimed they had never read them.

The House of Lords, in its judgment, departed from the stringent requirement of proving actual knowledge, as suggested in Lord Devlin's McCutcheon dicta. Instead, it held that a reasonable seller in such circumstances could reasonably assume that the buyer agreed to the terms. The court rejected the notion that explicit proof of the buyer's awareness was necessary and emphasised the significance of the course of dealings in establishing the incorporation of contractual terms.

The case highlights the importance of a course of dealings in establishing the incorporation of contract terms. The judgment of this case indicates that a reasonable assumption of agreement can be made by a party based on the course of dealings between the parties without the requirement for actual knowledge.

This case contributes to the jurisprudence of contract law by recognising the practical implications of a course of dealings in determining the incorporation of terms. The judgment provides a nuanced perspective on the reasonable expectations of parties involved in long-standing commercial relationships, acknowledging that a consistent course of dealings may imply acceptance of contractual terms, even if not explicitly read or acknowledged by the parties.
Back to blog
UOL Case Bank

UOL Case Bank

Upon joining, you become a valuable UOL student and gain instant access to over 2,100 case summaries. UOL Case Bank is constantly expanding. Speed up your revision with us now.

Subscribe Now

Where are our students from?

Yale University
Council of Europe
Baker Mckenzie 
University of Chicago
Columbia University
New York University
University of Michigan 
University College London (UCL)
London School of Economics (LSE)
King’s College London (KCL)
University of London
University of Manchester
University of Zurich
University of York
Brandeis University
University of Exeter
University of Sheffield
Boston University
University of Washington
University of Leeds
University of Law
Royal Holloway, University of London 
Birkbeck, University of London
SOAS, University of London
University of Kent
University of Hull
Queen’s University Belfast
Toronto Metropolitan University
Hong Kong University of Science and Technology
University of Buckingham

  • Criminal Practice

    Diagrams and Charts

    Our carefully designed diagrams and charts will guide you through complex legal issues.

  • Criminal Law

    Clear and Succinct Definitions

    Key concepts are concisely defined to help you understand legal topics quickly.

  • Property Law

    Statutory Provisions

    Statutory provisions are provided side by side with legal concepts to help you swiftly locate the relevant legislation.

  • Public Law

    Case Summaries

    We have summarised important cases for you so that you don't need to read long and boring cases.

  • Evidence

    Rules and Exceptions

    Rules and exceptions are clearly listed so that you know when a rule applies and when it doesn't.

  • Company Law


    Legal terms and key concepts are explained at the beginning of each chapter to help you learn efficiently.

  • Case Law

    Case law is provided side by side with legal concepts so that you know how legal principles and precedents were established.

  • Law Exam Guide

    Law Essay Guide

    You will learn essential law exam skills and essay writing techniques that are not taught in class.

  • Law Exam Guide

    Problem Question Guide

    We will show you how to answer problem questions step by step to achieve first-class results.

  • Conflict of Laws

    Structured Explanations

    Complex legal concepts are broken down into concise and digestible bullet point explanations.

  • Legal System and Method

    Legal Research

    You will learn legal research techniques with our study guide and become a proficient legal researcher.

  • Jurisprudence and Legal Theory


    All essential concepts, principles, and case law are included so that you can answer exam questions quickly.