Legal Case Summary
George Mitchell (Chesterhall) Ltd v Finney Lock Seeds [1983] 2 AC 803
Exclusion clauses construction and Unfair Contract Terms Act 1977
Facts
The Claimant (George Mitchell) and the Defendant (Finney Lock Seeds Ltd) entered into an agreement where the Defendant would supply the Claimant with 30lb of Dutch winter cabbage seed. The invoice for the seeds, which was considered to be a part of the contract, stipulated that liability of the defendant was limited to replacing the seeds or the plants which were sold, where such were found to be defective. The clause however excluded liability for loss or damage, including consequential loss or damage which arose from the seed being used. The Claimant planted the seed on 63 Acres of his land. The seeds were a failure, producing a plant which was too small and which could not be eaten by humans. The losses of the Claimant as a result came out to £60,000 in addition to interest.
Issues
The issues in this case were two, namely whether the exclusion clause could extend to the seeds used by the Claimant, bearing in mind that they were unfit to do the job they were sold to do and secondly, whether extending the effect of the exclusion clause in this way would be reasonable under s.2(2) of the Unfair Contract Terms Act 1977.
Decision / Outcome
It was held that the exclusion did extend to the seeds sold to and used by the claimant, and that to claim otherwise would torture the language of the contract. However, it was also observed that on the facts this was an unfair term which could be struck down under the Unfair Contract Terms Act 1977. The court concurred with Lord Denning MR’s dissent in the Court of Appeal (in what was his Lordship’s final judgement), that the Act had now liberated the courts from needing to twist the words of contracts in this way in order to achieve justice.
“the passing of… the Unfair Contract Terms Act 1977, had removed from judges the temptation to resort to the device of ascribing to words appearing in exemption clauses a tortured meaning so as to avoid giving effect to an exclusion or limitation of liability when the judge thought that in the circumstances to do so would be unfair.”
– (Lord Bridge)
Updated 19 March 2026
This summary accurately describes the facts, issues, and outcome of George Mitchell (Chesterhall) Ltd v Finney Lock Seeds [1983] 2 AC 803 and correctly identifies the key principles relating to exclusion clause construction and reasonableness under the Unfair Contract Terms Act 1977 (UCTA 1977).
One important development readers should be aware of: for contracts between businesses and consumers entered into on or after 1 October 2015, UCTA 1977 has been substantially replaced by the Consumer Rights Act 2015. However, UCTA 1977 continues to govern business-to-business contracts, which is the context of this case. The case therefore remains a leading and frequently cited authority on the construction of exclusion clauses and the reasonableness test under UCTA 1977 in a B2B setting, and its legal principles remain good law in that context.
The article’s reference to the relevant provision as s.2(2) of UCTA 1977 should be noted carefully: the reasonableness assessment in this case concerned a limitation clause in a contract for the sale of goods, governed by what was then s.55 of the Sale of Goods Act 1979 (as amended) read alongside the UCTA 1977 reasonableness test in Schedule 2. Readers consulting the primary sources should check both instruments. This does not materially affect the summary’s description of the outcome or the principle established.
