If a manufacturer or dealer reneges on the delivery date of an implement, any kind of implement, does the farmer have legal recourse?
Mathieu Lafreniere with Smith Neufeld Jodin LLP in Steinbach, Man. said this is an issue farmers face, more so now than maybe at any time in the past.
Lafreniere said there can be variations from one contract to the other. If sales contracts in agriculture were standardized, it would be easier for him to comment on.
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“That being said, my default position is that late delivery (of a machine) would be a breach of that contract, and there should be some sort of remedy,” said Lafreniere.
“I definitely think it constitutes a breach of contract. The default is a material change in the contract. Whether or not there is a remedy or a defence will depend on the specific wording.
“The contract might include a force majeure or act of God clause, meaning there’s nothing the manufacturer or the dealer could have done to avoid the delay. That is the ‘out’ for the manufacturer and the dealer. The other important clause is Contra Proferentem.”
He explained that a contra proferentem is a Latin term meaning “against the offeror.” Where a promise or agreement is ambiguous, the preferred meaning should be the one that works against the interests of the party who drafted the contract.
“Obviously I haven’t read each and every contract, but I would recommend each party in that contract should talk to their lawyer.”
