Summary of Raffles v. Wichelhaus
Ct of Exchq 159 Eng Rep 375 
Avoidance of the K: Misunderstanding
Relevant Facts: The Pl and Df entered into a K for the sale of certain number of bales of cotton arriving by ship from India. The ship was called “Peerless," however two ships of that name sailed from Bombay. After the first arrived, and the Df did not appear, but the Pl did Pl filed for breach of K. Df however was waiting on a ship due to arrive two months later.
Legal Issue(s): Whether a mistake as to which ship the cotton is due to arrive upon is a valid defense for failure to perform?
Court’s Holding: No
Procedure: Tr ct Df filed a motion of demurrer; granted, per curiam judgment for the Df.
Law or Rule(s): There is no right to contradict by parol evidence a written K good upon the face of it.
Court Rationale: The moment it appears that two ships called Peerless were about to sail from Bombay there is latent ambiguity, and parol evidence may be given for the purpose of showing that the Df meant one Peerless and the Pl another. That being so there was no consensus between the parties and therefor no binding K.
Plaintiff’s Argument: The Dfs refused to accept the cotton or pay the Pl for the bales when they arrived.
Defendant’s Argument: A material term of the K was ambiguous and therefor the Dfs’ failure is excused.
DISSENT: The K was for the sale of a number of bales of cotton, which the Pl was ready to deliver. It is immaterial by which ship the cotton was to arrive upon. If the K was for the sale of a ship named the Peerless and two existed, then the question of what was meant or the intention of the parties would be relevant. The Pl did not have any goods on board the other ship. Intention is of no avail UNLESS stated at the time of the K. The time of sailing is not part of the K.