Quantum Advisory Ltd v Quantum Actuarial LLP [2023] EWCA Civ 12 (19 January 2023)

Quantum Advisory Ltd v Quantum Actuarial LLP [2023] EWCA Civ 12 (19 January 2023)

The Services Agreement, properly construed, does not oblige the LLP to undertake tenders or re-tenders for Quad; the defined 'Services' do not include tendering, and the contract language and structure do not support a broader obligation. Any additional services such as tendering require separate agreement between the parties.

Citation
[2023] EWCA Civ 12
Parties
Claimant/appellant: Quantum Advisory Limited; Defendant/respondent: Quantum Actuarial LLP
Jurisdiction
England and Wales
Judgment Date
19 January 2023
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court (business and Property Courts in Wales, Business List (ch D))
Outcome
Appeal dismissed
Legal Topics
Contractual Construction, Relational Contracts, Outsourcing Agreements, Implied Terms, Good Faith in Contracts
Contract Law Commercial Law Contractual Construction Relational Contracts Outsourcing Agreements Implied Terms Good Faith in Contracts

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Parties

Quantum Advisory Limited

Claimant/appellant

Quantum Actuarial LLP

Defendant/respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court (business and Property Courts in Wales, Business List (ch D))

Legal Issues

  1. 1 Whether the Services Agreement requires the LLP to undertake tendering or re-tendering for work on behalf of Quad
  2. 2 Proper construction of the scope of 'Services' under the Services Agreement

Ratio Decidendi

The Services Agreement, properly construed, does not oblige the LLP to undertake tenders or re-tenders for Quad; the defined 'Services' do not include tendering, and the contract language and structure do not support a broader obligation. Any additional services such as tendering require separate agreement between the parties.

Court Disposition

Appeal dismissed