CEP Holdings Ltd v CEP Claddings Ltd

CEP Holdings Ltd v CEP Claddings Ltd

The EDA was not novated or assigned to Claddings, nor was Steni estopped from denying such. Holdings remained the contracting party. Steni was entitled to terminate the EDA due to Holdings’ failure to use all reasonable endeavours to promote and sell Steni products and for breach of payment obligations regarding the Aberfeldy project. The Default Notice was valid. The overcharging claim failed as all price increases were mutually agreed or contractually justified. Claddings is liable for unpaid invoices and the Aberfeldy sum. Holdings is liable in damages for failure to use all reasonable endeavours.

Parties
Claimant: CEP Holdings Limited; Claimant: CEP Claddings Limited; Defendant/part 20 Claimant: Steni AS
Jurisdiction
England and Wales
Judgment Date
09 October 2009
Procedural Posture
Commercial Contract Dispute / High Court Trial Judgment
Outcome
Claim dismissed; counterclaim allowed
Legal Topics
Exclusive Distribution Agreements, Novation and Assignment, Breach of Contract, Termination of Contract, Counterclaims, Damages, Set Off, Estoppel
Contract Law Commercial Law Exclusive Distribution Agreements Novation and Assignment Breach of Contract Termination of Contract Counterclaims Damages +2 more

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Parties

CEP Holdings Limited

Claimant

CEP Claddings Limited

Claimant

Steni AS

Defendant/part 20 Claimant

Procedural Posture

Commercial Contract Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Was the exclusive distributor agreement (EDA) novated or assigned to Claddings?
  2. 2 Was Steni in repudiatory breach of the EDA when it terminated the agreement?
  3. 3 Did Holdings fail to use all reasonable endeavours to promote and sell Steni products?

Ratio Decidendi

The EDA was not novated or assigned to Claddings, nor was Steni estopped from denying such. Holdings remained the contracting party. Steni was entitled to terminate the EDA due to Holdings’ failure to use all reasonable endeavours to promote and sell Steni products and for breach of payment obligations regarding the Aberfeldy project. The Default Notice was valid. The overcharging claim failed as all price increases were mutually agreed or contractually justified. Claddings is liable for unpaid invoices and the Aberfeldy sum. Holdings is liable in damages for failure to use all reasonable endeavours.

Court Disposition

Claim dismissed; counterclaim allowed

Orders

  • Claimants’ claim dismissed in full
  • Claddings to pay Steni €18,508 plus interest for the Aberfeldy project