To begin, I would advise that Bob crave the contract to be held as valid, as this would allow him to receive the goods for the contracted price. Lothian Quality Building Supplies will likely make a claim of uninduced, unilateral error calculi, in which they can crave a void contract.
First, one must distinguish whether the contract is a matter of error or not. Considering the matter dealt with a factual matter within the contract, one can clearly see it was not a matter of misprediction, and thus a case for error can be heard. Furthermore, due to the fact the dispute regards the price of the contract, it would qualify as one of the “five essentials of contract” as found in Stewart v Kennedy, and is thus a matter of contract in transaction rather than a matter of contract in motive.1 The first debatable fact is whether both parties are in error, indicating a shared error in which the contract is void, or if only the pursuer is in error, indicating a unilateral error in contract. Seeing as this case regards the misrepresentation of information rather than a patent mistake of subject-matter, it would be held that the case does not regard mutual error but unilateral error.
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Upon the declaration of the matter being that of unilateral error, one must consider whether Bob induced the party to enter the contract by misrepresentation. The error was one made solely by Lothian so this can be dismissed; Bob was not involved in the arithmetical error. That being said, it cannot be held as induced unilateral error, and one must consider an uninduced unilateral error. It is important to note, however, that Bob can claim induced error by misrepresentation if he wishes to void the contract. Due to the arithmetical error, Bob concluded to contract with Lothian rather than other dealers due to the purported pricing; we can say he would not have entered the contract if the error were not present.
Following, one must investigate whether the matter is regarding the basis or root of the contract, that is, an error in substantial bus. Since the matter deals with the pricing of the contract, we can declare that the error deals with the substantials of the contract.
Regarding uninduced, unilateral, error in substantial bus; one would see most of the case law favors the pursuer. For instance, in Sword v Sinclair a scribal error lead to the price of tea being reduced in the contract of sale. Knowing this was advantageous, the buyer accepted the deal at a reduced rate; this contract was held void.2 Similarly, in Steuart’s Trustees v Hart, purchase of land was made for a price substantially lower than that which would be considered reasonable; the contract was held voidable and reduced (if the pursuer would properly reimburse the defense).3 However, in both instances, the cases were determined on the grounds that the defense either knew of the error and chose not to act. In the instance of Bob, it is not stated that he was aware of the error calculi, thus he should not be held to the ratio decidendi of the two aforementioned cases; none of the negotiations indicated to Bob that there was an error.
Further reinforcing this argument, one can reference the opinions of the Lord Justice-Clerk and Lord Young in Seaton Brick Co, Ltd. v Mitchell. In this case, Mitchell sent forth a contract for a lump sum of work. Upon contracting (as decided by the court), he claimed an error in contract as he miscalculated the final summation. As stated by the Lord Justice-Clerk, “if he blundered, and by mistakes made in his own office offered to do the work for a sum which would not pay him, sibi imputet”; one cannot crave for exemption from liability simply based on the grounds of their own error calculi, as they were not induced by the other party, nor did the other party knowingly take advantage of these errors. 4
Despite all of this, Gloag offers a counterargument on his writings on contract, where the failure of providing a lump sum, despite giving fixed items, is discussed. According to the work of Gloag, the provider is entitled to be paid the correct summation; he states, “it is conceived that a man is not bound by a clerical or lingual slip in making an offer, even although the party to whom it is made accepts in good faith”. Gloag knowingly states this is contrary to the decision in Seaton Brick Co, Ltd. v Mitchell. 5 Similarly, one should consider the opinion of Lord Moncrieff in the case. Although agreeing the contract should be held, Moncrieff argues that, in the instance the individual items were listed (rather than simply a contract of lump sum), that the defense could claim error calculi on the objective grounds of the specifications indicating the true cost.6 This claim by Moncrieff is reinforced by the unanimous decision provided in Patrick Jamieson v Duncan M'Innes, in which it was held the contract must be paid on the grounds that the contract was one of the scheduled rates rather than lump sum.7
Ultimately, Bob should be able to hold Lothian Quality Building Supplies accountable for providing the materials originally contracted. However, this argument only stands valid if Bob can prove that 1) he did not know of the error from previous negotiations and 2) the contract was one of lump sum rather than that of scheduled payment. The contract was a unilateral, uninduced error with no knowledge of such by the defense, and thus should be held valid rather than an error in transaction. If, however, Bob fails to prove a previous knowledge of the error from negotiation or that the contract is one of lump sum, he should file a counter-claim for unilateral induced error on the grounds of misrepresentation of substantial fact. This will allow Bob to exit the contract and deal with other companies, assuming this would be advantageous to him from a financial standpoint.
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