D agreed to sell B pellets for animal feed, and a clause stated that they had to be in good condition. Some arrived in bad, but still usable condition. B wanted to reject the pellets and terminate the contract. The CA held that requirement of them being in “good condition” was not a condition since it wasn’t at the heart of the agreement, but an indeterminate/innominate term. Since the clause didn’t go to the root of the contract, it could not lead to termination (since the pellets were still merchantable), but instead B would be able to claim for the difference in value between the quality ordered and the quality delivered.
Lord Denning for the whole cargo to be rejected the condition would have to be “serious and substantial” unlike here.