A contract covering the appearance of the Spice Girls in advertising for lambrettas manufactured by Aprilia contained no warranty on the part of the pop group that all five performers who were members at the time of the contract being signed would continue to be so throughout the term of the contract.
Who: Spice Girls, Aprilia World Service BV
When: April 2000
Where: UK High Court
What happened:
A contract covering the appearance of the Spice Girls in advertising for lambrettas manufactured by Aprilia contained no warranty on the part of the pop group that all five performers who were members at the time of the contract being signed would continue to be so throughout the term of the contract. However, prior to the contract being signed all five then members appeared at the shoot for an Aprilia commercial and supplied logos and images showing all five.
When Geri Halliwell left the group Aprilia made no further payments under the contract. The group sued for the unpaid monies and Aprilia counter-attacked on the basis that they had been the victims of a misrepresentation. Under the Misrepresentation Act 1967 a contracting party can recover damages or in certain cases rescission of the contract if it can be shown that it was induced to enter into the contract by a representation which turned out to be false, even if that representation did not end up in the contract.
Mrs Justice Arden held that the group’s appearance at the shoot amounted to a representation by conduct of an intention that the group would not break up during the term of the ensuing agreement. As it was shown at trial that between this time and the signing of the contract Geri Halliwell had told the other group members of her intention to leave, the group were effectively making a misrepresentation at the time of signing the agreement.
Why this matters:
Clearly all the detailed evidence and legal argument (and of course considerable cost) going to the question of whether an actionable misrepresentation had been made would have been unnecessary if the contract had contained a clear warranty on the part of the group that the five who were members at the time of signing would remain so during the contract term. As with Mr D Beckham and a recent haircut potentially rendering previously-produced advertising material useless and needing to be re-made, it’s all a matter of catering for these eventualities with skilled, experienced and industry-savvy drafting, plus where possible,carefully sourced insurance cover.
