CPL Ltd v CPLl Opco (Trinidad) Ltd & Anor [2017] EWHC 3399 (Ch) (21 December 2017)

CPL Ltd v CPLl Opco (Trinidad) Ltd & Anor [2017] EWHC 3399 (Ch) (21 December 2017)

The entire agreement clause in the SPA does not preclude CPL Limited from relying on the alleged collateral contract with D2, and the claimant has a real prospect of establishing intention to create legal relations and primary liability; summary judgment is therefore refused.

Citation
[2017] EWHC 3399 (Ch)
Parties
Claimant: CPL Limited; First Defendant: CPL Opco (Trinidad) Limited; Second Defendant: Pettigo Comercio Internacional LDA
Jurisdiction
England and Wales
Judgment Date
21 December 2017
Procedural Posture
Summary Judgment Application / Interim Application Prior to Trial
Outcome
Application dismissed
Legal Topics
Collateral Contract, Entire Agreement Clause, Intention to Create Legal Relations, Statute of Frauds, Guarantee Vs Indemnity
Contract Law Commercial Law Collateral Contract Entire Agreement Clause Intention to Create Legal Relations Statute of Frauds Guarantee Vs Indemnity

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Parties

CPL Limited

Claimant

CPL Opco (Trinidad) Limited

First Defendant

Pettigo Comercio Internacional LDA

Second Defendant

Procedural Posture

Summary Judgment Application / Interim Application Prior to Trial

Legal Issues

  1. 1 Whether the entire agreement clause precludes reliance on a collateral contract
  2. 2 Whether there was intention to create legal relations in the alleged oral warranty
  3. 3 Whether the oral warranty amounted to primary liability or a guarantee unenforceable under the Statute of Frauds

Ratio Decidendi

The entire agreement clause in the SPA does not preclude CPL Limited from relying on the alleged collateral contract with D2, and the claimant has a real prospect of establishing intention to create legal relations and primary liability; summary judgment is therefore refused.

Court Disposition

Application dismissed

Orders

  • Second defendant's application for summary judgment is refused