SPI North Ltd Swiss Post International (UK) Ltd & Anor (Rev1) [2019] EWHC 2004 (Ch) (29 July 2019)

SPI North Ltd Swiss Post International (UK) Ltd & Anor (Rev1) [2019] EWHC 2004 (Ch) (29 July 2019)

The Court held that the proposed implied terms relating to non-derogation from grant, non-competition, and good faith in the PPA could not be summarily dismissed as having no real prospect of success. The factual matrix and the nature of the contract required these issues to be considered at trial. The amendments to the pleadings were therefore allowed to proceed, as the Court was not persuaded that they had no real prospect of success. The applications for summary judgment and to strike out the relevant parts of the pleadings were refused.

Citation
[2019] EWHC 2004 (Ch)
Parties
Claimant: SPI North Limited; First Defendant: Swiss Post International (UK) Limited; Second Defendant: Asendia UK Limited
Jurisdiction
England and Wales
Judgment Date
29 July 2019
Procedural Posture
Commercial Contract Dispute / Interlocutory Applications Regarding Amendments to Pleadings and Summary Judgment
Outcome
Applications to strike out and for summary judgment refused; applications to amend pleadings allowed.
Legal Topics
Implied Terms, Good Faith in Contracts, Summary Judgment, Amendment of Pleadings, Non Competition, Rectification, Collateral Contracts
Contract Law Commercial Law Implied Terms Good Faith in Contracts Summary Judgment Amendment of Pleadings Non Competition Rectification +1 more

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Parties

SPI North Limited

Claimant

Swiss Post International (UK) Limited

First Defendant

Asendia UK Limited

Second Defendant

Procedural Posture

Commercial Contract Dispute / Interlocutory Applications Regarding Amendments to Pleadings and Summary Judgment

Legal Issues

  1. 1 Whether certain terms should be implied into the Premium Partnership Agreement (PPA) for business efficacy or necessity, including non-derogation from grant, non-competition, and a duty of good faith; Whether the PPA is a 'relational contract' justifying an implied duty of good faith; Whether the proposed amendments to the pleadings have a real prospect of success and should be allowed; Whether summary judgment should be granted on the implied terms alleged.

Ratio Decidendi

The Court held that the proposed implied terms relating to non-derogation from grant, non-competition, and good faith in the PPA could not be summarily dismissed as having no real prospect of success. The factual matrix and the nature of the contract required these issues to be considered at trial. The amendments to the pleadings were therefore allowed to proceed, as the Court was not persuaded that they had no real prospect of success. The applications for summary judgment and to strike out the relevant parts of the pleadings were refused.

Court Disposition

Applications to strike out and for summary judgment refused; applications to amend pleadings allowed.

Orders

  • Claimant's application to amend the Particulars of Claim allowed.
  • Defendants' application to re-amend the Defence allowed (unopposed).