Leaflet Company Ltd v Secured Orchard Investments Ltd & Anor

Leaflet Company Ltd v Secured Orchard Investments Ltd & Anor

The exchange of emails between the parties constituted a binding agreement by which the first defendant (parent company) agreed to pay the invoices for services rendered to the second defendant (subsidiary), and the subsequent contract between the claimant and the second defendant did not vary or discharge this agreement.

Parties
Claimant/respondent: Leaflet Company Ltd; Defendant/appellant: Secured Orchard Investments Ltd; Defendant/appellant: Computer Training College Ltd
Jurisdiction
England and Wales
Judgment Date
07 October 2008
Procedural Posture
Civil Appeal / Appeal From County Court to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Guarantee of Payment, Parent Company Liability, Interpretation of Commercial Agreements
Contract Law Commercial Law Guarantee of Payment Parent Company Liability Interpretation of Commercial Agreements

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Parties

Leaflet Company Ltd

Claimant/respondent

Secured Orchard Investments Ltd

Defendant/appellant

Computer Training College Ltd

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From County Court to Court of Appeal

Legal Issues

  1. 1 Whether the parent company (Secured Orchard Investments Ltd) agreed to be liable for the invoices for services supplied to its subsidiary (Computer Training College Ltd)
  2. 2 Whether the exchange of emails constituted a binding agreement between the claimant and the first defendant

Ratio Decidendi

The exchange of emails between the parties constituted a binding agreement by which the first defendant (parent company) agreed to pay the invoices for services rendered to the second defendant (subsidiary), and the subsequent contract between the claimant and the second defendant did not vary or discharge this agreement.

Court Disposition

Appeal dismissed

Orders

  • Application refused
  • County Court judgment upheld in favour of the claimant