Sydenhams (Timber Engineering) Ltd. v CHG Holdings Ltd. [2007] EWHC 1129 (TCC) (03 May 2007)

Sydenhams (Timber Engineering) Ltd. v CHG Holdings Ltd. [2007] EWHC 1129 (TCC) (03 May 2007)

There was a binding contract between Sydenhams and CHG Holdings Limited as of 3 October 2003, evidenced by the signed OFM, which set out the parties, price, and work scope, and incorporated Sydenhams' standard terms and conditions. The subsequent tripartite agreement of 18 December 2003 varied payment arrangements for certain packages but did not alter the direct contractual relationship for the excluded works, including the windows. Later agreements and conduct, including direct payments by CHG and further OFMs, confirmed the existence of a direct contractual relationship. CHG is liable to Sydenhams for the unpaid sums under the contract.

Citation
[2007] EWHC 1129 (TCC)
Parties
Claimant/part 20 Defendant: Sydenhams (Timber Engineering) Limited; Defendant/part 20 Claimant: CHG Holdings Limited
Jurisdiction
England and Wales
Judgment Date
03 May 2007
Procedural Posture
Trial Judgment / Final Judgment
Outcome
Judgment for the claimant (Sydenhams) subject to deduction for cross-claim.
Legal Topics
Contract Formation, Direct Contractual Liability, Variation of Contract, Payment Disputes, Tripartite Agreements
Construction Law Contract Law Contract Formation Direct Contractual Liability Variation of Contract Payment Disputes Tripartite Agreements

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Parties

Sydenhams (Timber Engineering) Limited

Claimant/part 20 Defendant

CHG Holdings Limited

Defendant/part 20 Claimant

Procedural Posture

Trial Judgment / Final Judgment

Legal Issues

  1. 1 Whether there was a direct contract between Sydenhams and CHG Holdings Limited for the works at 43 Christchurch Road, Bournemouth
  2. 2 Whether Sydenhams were subcontractors to Rybarn Limited or had a direct contractual relationship with CHG
  3. 3 The legal effect of the various documents and agreements exchanged between the parties, including the OFMs and the 18 December 2003 tripartite agreement

Ratio Decidendi

There was a binding contract between Sydenhams and CHG Holdings Limited as of 3 October 2003, evidenced by the signed OFM, which set out the parties, price, and work scope, and incorporated Sydenhams' standard terms and conditions. The subsequent tripartite agreement of 18 December 2003 varied payment arrangements for certain packages but did not alter the direct contractual relationship for the excluded works, including the windows. Later agreements and conduct, including direct payments by CHG and further OFMs, confirmed the existence of a direct contractual relationship. CHG is liable to Sydenhams for the unpaid sums under the contract.

Court Disposition

Judgment for the claimant (Sydenhams) subject to deduction for cross-claim.

Orders

  • CHG Holdings Limited is liable to pay Sydenhams (Timber Engineering) Limited the sum of £136,863.83, subject to deduction of £35,000 for the cross-claim relating to window defects.
  • Interest to be paid on the net sum due.