JD Cleverly Ltd & Anor v Family Finance Ltd

JD Cleverly Ltd & Anor v Family Finance Ltd

The evidence did not demonstrate that the conduct of the parties was consistent only with the creation of a contract of sale between the dealers and Family Finance. The explicit terms and conditions on the invoice required a signed order for a contract to come into force, and there was no compelling evidence or business necessity to imply a contract. Therefore, no contract of sale was formed by the sending of the invoice and payment.

Parties
Appellant/defendant: JD Cleverly Limited; Appellant/defendant: Cwmbran Motors Limited; Respondent/claimant: Family Finance Limited
Jurisdiction
England and Wales
Judgment Date
21 December 2010
Procedural Posture
Civil Appeal / Appeal From Trial Judgment on Liability and Quantum
Outcome
Appeal allowed; trial judgment set aside
Legal Topics
Formation of Contract, Implied Contracts, Sale of Goods, Hire Purchase, Restitution, Business Practices
Contract Law Commercial Law Formation of Contract Implied Contracts Sale of Goods Hire Purchase Restitution Business Practices

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Parties

JD Cleverly Limited

Appellant/defendant

Cwmbran Motors Limited

Appellant/defendant

Family Finance Limited

Respondent/claimant

Procedural Posture

Civil Appeal / Appeal From Trial Judgment on Liability and Quantum

Legal Issues

  1. 1 Whether the sending of an invoice followed by payment constituted a contract for the sale of a vehicle between the motor dealers and the finance company
  2. 2 Whether the conduct of the parties was consistent only with the creation of a contract of sale
  3. 3 Whether the terms and conditions on the invoice precluded the formation of a contract

Ratio Decidendi

The evidence did not demonstrate that the conduct of the parties was consistent only with the creation of a contract of sale between the dealers and Family Finance. The explicit terms and conditions on the invoice required a signed order for a contract to come into force, and there was no compelling evidence or business necessity to imply a contract. Therefore, no contract of sale was formed by the sending of the invoice and payment.

Court Disposition

Appeal allowed; trial judgment set aside

Orders

  • Set aside the finding that the sending of the invoice and payment constituted a contract for sale in each claim
  • Set aside paragraph 4 of the trial order permitting judgment for the Claimant with damages to be assessed