CPL Ltd v CPLl Opco (Trinidad) Ltd & Anor

CPL Ltd v CPLl Opco (Trinidad) Ltd & Anor

The entire agreement clause in the SPA does not preclude the claimant from relying on the alleged collateral contract with D2, as the clause does not extend to the draft Participation Agreement or to agreements between C and D2 outside the SPA. The claimant's evidence, while weakened by the absence of documentary support, is not so lacking as to justify summary judgment. The intention to create legal relations and the nature of the alleged promise are matters unsuitable for summary determination and should be resolved at trial.

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
Civil / Summary Judgment Application by Second Defendant
Outcome
Application dismissed
Legal Topics
Collateral Contract, Entire Agreement Clause, Intention to Create Legal Relations, Summary Judgment, Guarantee Vs Primary Liability
Contract Law Commercial Law Collateral Contract Entire Agreement Clause Intention to Create Legal Relations Summary Judgment Guarantee Vs Primary Liability

Case Brief

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Parties

CPL Limited

Claimant

CPL Opco (Trinidad) Limited

First Defendant

Pettigo Comercio Internacional LDA

Second Defendant

Procedural Posture

Civil / Summary Judgment Application by Second Defendant

Legal Issues

  1. 1 Whether the entire agreement clause in the SPA precludes the claimant from relying on an alleged collateral contract with D2
  2. 2 Whether the claimant's evidence of an oral warranty is sufficiently clear and credible to establish a collateral contract
  3. 3 Whether the alleged promise was one of primary liability or a guarantee (and thus subject to the Statute of Frauds)

Ratio Decidendi

The entire agreement clause in the SPA does not preclude the claimant from relying on the alleged collateral contract with D2, as the clause does not extend to the draft Participation Agreement or to agreements between C and D2 outside the SPA. The claimant's evidence, while weakened by the absence of documentary support, is not so lacking as to justify summary judgment. The intention to create legal relations and the nature of the alleged promise are matters unsuitable for summary determination and should be resolved at trial.

Court Disposition

Application dismissed

Orders

  • Second defendant's application for summary judgment is dismissed