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Contracts Business Law and Ethics BUS 3305 Instructor: Elena Lazavera University of the People Date: July 12, 2021

Sherwood V. Walker

CONTRACTS Introduction The Sherwood vs Walker case was a very interesting read for which I thought was eventually handled in a way that I thought to be the right ruling in the end. The fact that the contract could be voided made sense to me because in that instance (though we are not really sure of Sherwood intensions) both Sherwood and Walker were certain that the cow was not able to get pregnant, let alone able to produce milk for which it was intended for on the dairy farm. The story of how Sherwood and Walker got into a contract is one that depicts how two people can get into a sale contract that can either go smoothly or like in this case or become a great issue that needs the courts to solve. In this particular case Mr. Walker, a distinguished business man and farmer who bred and imported black Angus cattle (Ayres, 2018). Mr. Walker entered into a contract with Mr. Sherwood when he sold his cow (Rose the 2nd of Aberlone). Mr. Sherwood was a banker and also a fellow farmer who was looking for a cow to purchase. After he had been to one of Walkers farm and not found the cow, he wanted, he was informed of another farm where he could go and look at the cows there which were believed to have been infertile (thus they were unable to produce calves or milk). Sherwood found the cow he wanted and proceeded to purchase it from Mr. walker for a very low fee of less than $80. It was sold at this price because it was believed to have not been a breeder hence forth it was barren. Had it been a breeding cow it would have sold for much more than that, thus between $750 to $1000(Ayres, 2018). However, this was not the intended need of the cow according to Mr. Sherwood who intended to slaughter the cow for beef. When the time came to deliver the cow, George graham who worked for Mr. Walker, discovered that the cow was in fact pregnant. After contacting Walker with the news, he decided to cancel the sale (Ayres, 2018). Of course, Sherwood was not at all amused by this and went on to sue and seek Replevin- A legal action

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that is used in this case to return the cow to its rightful owner (Freiberger Haber LLP, 2020). This is how the case started. Give an outline of the facts in the case. 

The facts of this case are that both parties, Walker and Sherwood entered into a contract agreement where Walker sold a cow (Rose the 2nd of Aberlone) to Sherwood for 5 and a half cents per pound, less fifty pounds shrink, which was about $80.

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Mr. Sherwood and Mr. Walker both assumed or were under the presumption that the cow was baren (unable to breed calves) at the point of sale. This also explains why the price of the cow was subtly low as indicated.

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Another fact that is stated is that the cow had already been purchased thus Mr. Walker had already received payment.

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When the time came to pick up the cow the plaintiff, Mr. Sherwood was denied the right to procure his purchase due to the new developments that had now come to light and without a doubt that Rose the cow was indeed pregnant.

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With this new development the Defendant, Mr. Walker decided to seek to cancel or rescind the contract completely because the value of the cow had obviously changed.

What were the main legal issues involved? The main issues that were surrounding this court case was to really determine and ascertain weather Mr. Walker (defendant) had the right to cancel the contract and keep the cow. Since the purchase had already been made the plaintiff, Mr. Sherwood also saw it fit to be awarded with the cow because he had rightfully so paid for it in full.

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What approach did the court take in ad-dressing the legal issue? When the case was taken to the lower courts it ruled in favor of the plaintiff Sherwood, simply because he had purchased the cow at the cost agreed sighting that it was unable to breed. Justice Sherwood (who also shares the same last name with the plaintiff) was of the belief that even though the plaintiff, Sherwood had purchased the cow at such a low price, he firmly hoped and believed that Rose will breed. In other words, though both parties had agreed that the cow was baren Justice Sherwood believed that the plaintiff had hope that the cow would breed regardless of their contract. The lower courts also believed that the sale was final and that the cow should be given to the rightful owner because the cow that was sold was simply the cow that should have been delivered regardless of weather, she finally got pregnant or remained barren after the sale because this was not in any way shape or form part of the contract. Unfortunately for the plaintiff, Sherwood, the defendant appealed and the case went on to the supreme court where the ruling came out in favor of the Defendant, Mr. Walker who was allowed to rescind his contract and keep his precious cow. How did the court apply its approach to the facts of the case? The presiding Judge Morris ruled in favor of Mr. walker. The reasoning behind his ruling was mainly surrounding the original essence or principle behind the sale, and the mutual mistake of contract that both parties were liable to. In his statement the judge Morris said both parties at the time of the sale agreed to a low price because of the fact that the cow was believed to have been barren. However, the condition changed after the contract and purchase had been made as witnessed when they noticed that the cow was pregnant. This then became the very reason that changed the whole trajectory of the case. Had the cow stayed barren the cow would have gone to

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Sherwood at that price but since the cow was not in the original condition, the price obviously had to change. With this conclusion the judge only saw fit for Walker to Rescind the contract and saw it as a fare and conclusive plan of action. In the end I think Judge Morris made the right decision because had this cow not been barren in the first place then there would have been no contract to even begin with (Ayres, 2018). Provide a detailed example of how the court's conclusion might be applied in a modern business setting. In a modern business setting the decision of the court can be applied in the instance where a transaction between two parties is carried out. For example, my mother has a chicken business that she takes really seriously even though it is a bit on the low scale. Every six weeks she slaughters chicken and sells them to different people in the neighborhood and makes quite a good profit out of it. A few months ago, she decided to not only work with broilers but to also purchase chickens called layers that can lay eggs for a specific period of time. Her intension was to also sell the eggs and expand her business. Layers are a bit different than broilers in that you have to feed them for almost six weeks and then they will start laying eggs. My mother then met Mr. Peterson, who is in the chicken farming business working only with layers and sells them at point of lay. My mother purchased 20 of these to start with and when thy signed the contract with the seller Mr. Peterson, he promised her that the chickens would start laying eggs within 7 days. 7 days came and passed and nothing happened, not even a single egg. Mr. Peterson reassured her and told her to be more patient. Another week passed and still nothing. She angrily contacted Peterson and told him that he had sold her layers that had already done laying eggs and had caused her to lose money because her budgeted feeding schedule was now incurring a loss. She wanted out of the contract and her money back. He did not really put up a fight because my

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mother had already contacted a lawyer (her son) who gave Peterson lawyer jargon and he quickly acted and returned her money plus 2 weeks’ worth of chicken feed as compensation plus the 20 0chickens which she ended up slaughtering and making another quick buck. We can see that there was mutual identity in the capabilities of what both parties expected the layers would yield, but unfortunately it did not turn out that way and money and compensation ended up going back to the buyer. Conclusion Going back to the Sherwood v Walker case, one would argue that the item is sold as is so weather they found out that the cow was pregnant after the sale was not the buyer’s problem because they had already agreed and signed the contract. The only resolution however that brought this decision to be was that both parties were not aware and were mutually both mistaken about the cow’s condition. This case was mainly used to identify the impact of a mutual mistake of contract and it just showed that a contract can be cancelled if the ethos of the sale changes.

References

CONTRACTS Freiberger Haber LLP (October, 23 2020). Everything You Wanted To Know About Replevin, But Were Afraid To Ask. Retrieved from https://fhnylaw.com/everything-you-wanted-to-know-about-replevin-but-were-afraid-toask/

Professor Ayres, I. (December 18, 2018). Sherwood v Walker, (Pregnant Cow). Retrieved from https://www.coursera.org/lecture/contracts-2/sherwood-v-walker-pregnant-cow-71dSw

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