Taking Instructions: The Client, the Merits and Limitation

1.1A commercial claim in one paragraph

A commercial claim is one business suing another for money, usually because a contract between them went wrong. It runs from a letter setting out the claim to a settlement or a trial. This workbook follows one claim through the ten documents in the Claim File. You are a trainee in the commercial litigation team at Tivershaw LLP, a law firm in Manchester, and you act for the claimant, the business that sues.

1.2The cracked chair bases

Ravensett is an office chair maker near Manchester, and it makes about 40,000 chairs a year. It sells them to fit-out firms and large employers. Its chair bases came from Corledge, a family-owned foundry (a works that casts metal). Corledge casts aluminium parts for furniture and car makers, and it is several times bigger than its customer.

In 2022 Ravensett signed Corledge’s standard terms, called the Conditions, and every order since has been on them. In January 2026, Ravensett ordered a batch of 4,000 bases at £25 each, a price of £100,000. The bases had to match Ravensett’s own drawing and load test, which the Conditions call the Specification. Corledge delivered them on 2 March 2026, and Ravensett paid a month later.

Shortly before the order, Corledge had changed its casting process to cut costs, and it told no one. The new process left gas bubbles in the metal where the gas lift (the column that raises the seat) fits into the base. Within three months of delivery, a base cracked under an office worker, who was not hurt. A few weeks later, 40 had cracked.

Ravensett gave Corledge written notice of its claim in June. Corledge blamed Ravensett’s assembly press, the machine that fits the gas lift into the base. Corledge said its “new casting line” was not the cause and offered to replace the 40.

A bad base can be found only by an X-ray or by cutting it open, and each test costs more than a new base. So over the summer, Ravensett recalled all 4,000 chairs and fitted bases from another maker. It also held back payment of Corledge’s £40,000 invoice for a later order of sound bases.

Ravensett puts its loss at £300,000: the recall, the new bases and the profit on an order a customer cancelled. Nobody was hurt, so this is a claim about money, and product safety law stays outside this workbook. These are the people in the claim:

Ravensett’s claim rests on one promise in the Conditions:

In the clause, Corledge is “the Company” and the bases are “the Goods”. The bases began to crack well inside those 12 months. Ravensett says gas bubbles left by the casting are a defect in material and workmanship.

1.3Why each side fights

Before any letter goes out, you need to know what each business wants. Ravensett has three reasons to sue:

• The £300,000 is more than a good year’s profit.
• It has no recall insurance, so it bears the whole loss itself.
• It now buys from another maker, so it has no relationship with Corledge to save.

Corledge has four reasons to resist:

• Its insurance covers injury and damage, but not recalls of its own parts.
• It trusts the cap on what it must pay, explained below.
• Other customers had bases from the same process, so the claim matters beyond this one customer.
• It wants its £40,000.

The cap is clause 10.3. It limits what Corledge must pay to the price of the batch. So if the cap holds, the most Ravensett can recover is £100,000.

The court has a job of its own. It keeps each claim to a timetable and a budget. It can also order the parties to try to settle with the help of a neutral go-between.

1.4The first checks before anything else

Kate asks you for four checks before Ravensett spends money on the claim. The first is whose terms govern the contract. Ravensett signed Corledge’s Conditions, and their clause 2.1 shuts out any other terms:

So the batch was sold on those terms, with the warranty, the cap and the other limits in them. Any terms Ravensett puts forward play no part, so the claim must be built on the Conditions.

The second check is notice. The warranty carries its own deadline, and missing it ends the claim:

Ravensett gave its notice about three months after delivery. That is well in time. Still, check that the notice was in writing, and keep a copy.

The third check is time to sue. The limitation period is the time the law allows to start a claim. Under section 5 of the Limitation Act 1980, Ravensett has six years from delivery, so its last day is 2 March 2032. The notice clause is a separate and much shorter deadline, set by the contract.

The fourth check is costs: the lawyers’ fees and other expenses of the claim. The loser in court usually pays much of the winner’s costs, as well as its own. So a claimant that loses pays twice. Graham must weigh that risk, and the weeks of his own time a trial would take, before he decides to sue.

1.5A claim from first letter to final order

A claim like this one passes through ten stages, and later chapters take them in turn:

1.6Your job

Your first task is to collect the papers the claim will stand on. Ask Graham for each of these, and note who holds the original:

• The signed Conditions, and anything else ever agreed in writing.
• The order for the batch, its written acceptance and the Specification.
• Proof of the delivery and of the payment.
• The written notice, and every letter and email with Corledge since.
• Records of the cracked bases, and the bases themselves, kept safe.
• The recall costs, the invoices for the new bases and the cancelled customer order.

If a paper is missing, find out who would have it, and tell Kate.