SPI North Ltd Swiss Post International (UK) Ltd & Anor (Rev1)

SPI North Ltd Swiss Post International (UK) Ltd & Anor (Rev1)

Permission to amend is granted in part: the Claimant may amend the pleading to include implied terms preventing the First Defendant from directly or indirectly soliciting the Claimant’s clients or potential clients (other than Excepted Clients) within the Territory using services competing with the PRODUCTS, and from developing or marketing a competing brand and products within the Territory. The PPA is arguably a relational contract, justifying the implication of a duty of good faith, but only certain aspects of the proposed amendments are sufficiently clear and necessary to proceed. Other aspects, including vague or otiose breaches and paragraph 34, are struck out or not permitted to...

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 Application—permission to Amend Pleadings, Strike Out, and Summary Judgment
Outcome
Permission to amend granted in part; certain amendments and claims struck out or refused.
Legal Topics
Implied Terms, Relational Contracts, Good Faith in Contracts, Non Derogation From Grant, Summary Judgment, Amendment of Pleadings
Contract Law Commercial Law Implied Terms Relational Contracts Good Faith in Contracts Non Derogation From Grant Summary Judgment Amendment of Pleadings

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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 Application—permission to Amend Pleadings, Strike Out, and Summary Judgment

Legal Issues

  1. 1 Whether certain implied terms should be permitted in the contract (PPA) between the parties, including non-derogation from grant, non-competition, and good faith obligations; whether the PPA is a relational contract; whether the proposed amendments have a real prospect of success; whether certain pleaded breaches are too vague or unnecessary.

Ratio Decidendi

Permission to amend is granted in part: the Claimant may amend the pleading to include implied terms preventing the First Defendant from directly or indirectly soliciting the Claimant’s clients or potential clients (other than Excepted Clients) within the Territory using services competing with the PRODUCTS, and from developing or marketing a competing brand and products within the Territory. The PPA is arguably a relational contract, justifying the implication of a duty of good faith, but only certain aspects of the proposed amendments are sufficiently clear and necessary to proceed. Other aspects, including vague or otiose breaches and paragraph 34, are struck out or not permitted to...

Court Disposition

Permission to amend granted in part; certain amendments and claims struck out or refused.

Orders

  • Claimant to prepare a revised version of the draft re-amended particulars of claim (DRAPC v9) reflecting the court’s decision.
  • Paragraph 24 permitted to stand in part, subject to clarification; paragraph 34 not permitted to stand.