Microlise Ltd v James Kemball Ltd & Anor (Re Preliminary Issues) [2023] EWHC 579 (KB) (20 March 2023)

Microlise Ltd v James Kemball Ltd & Anor (Re Preliminary Issues) [2023] EWHC 579 (KB) (20 March 2023)

The SPSA (Supply of Products and Services Agreement) was incorporated by reference and governed the contractual relationship between Microlise and the relevant Uniserve entities from 1 February 2016. The SPSA terms override any Q/O form General terms and conditions. The objective assessment of correspondence, conduct, and commercial context demonstrated mutual intention to contract on the SPSA terms, despite the absence of signatures or a commencement date.

Citation
[2023] EWHC 579 (KB)
Parties
Claimant: Microlise Limited; First Defendant: James Kemball Limited; Second Defendant: Uniserve Holdings Limited; Third Party: Zenith Logistical Services (UK) Limited
Jurisdiction
England and Wales
Judgment Date
20 March 2023
Procedural Posture
Commercial Contract Dispute / Judgment on Preliminary Issues
Outcome
Preliminary issues determined in favour of the Defendants and Third Party on contract formation and applicable terms.
Legal Topics
Contract Formation, Interpretation of Contractual Terms, Limitation and Exclusion Clauses, Framework Agreements
Contract Law Commercial Law Contract Formation Interpretation of Contractual Terms Limitation and Exclusion Clauses Framework Agreements

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Parties

Microlise Limited

Claimant

James Kemball Limited

First Defendant

Uniserve Holdings Limited

Second Defendant

Zenith Logistical Services (UK) Limited

Third Party

Procedural Posture

Commercial Contract Dispute / Judgment on Preliminary Issues

Legal Issues

  1. 1 Which set of contractual terms applied to the parties' relationship?
  2. 2 Between which contracting parties were those terms agreed?
  3. 3 What is the effect of the pleaded limitation and/or exclusion clauses?

Ratio Decidendi

The SPSA (Supply of Products and Services Agreement) was incorporated by reference and governed the contractual relationship between Microlise and the relevant Uniserve entities from 1 February 2016. The SPSA terms override any Q/O form General terms and conditions. The objective assessment of correspondence, conduct, and commercial context demonstrated mutual intention to contract on the SPSA terms, despite the absence of signatures or a commencement date.

Court Disposition

Preliminary issues determined in favour of the Defendants and Third Party on contract formation and applicable terms.

Orders

  • It is declared that the SPSA terms govern the contractual relationship between Microlise and the relevant Uniserve entities from 1 February 2016.
  • The SPSA terms override any Q/O form General terms and conditions.