CEP Holdings Ltd v CEP Claddings Ltd [2009] EWHC 2447 (QB) (09 October 2009)

CEP Holdings Ltd v CEP Claddings Ltd [2009] EWHC 2447 (QB) (09 October 2009)

The EDA was never validly novated or assigned to Claddings; Steni was entitled to terminate the EDA for Holdings' breach of the 'all reasonable endeavours' obligation and non-payment; the overcharging claim was not established at this stage; Claddings is liable for unpaid invoices and Aberfeldy project sums; quantum issues on overcharging and counterclaims to be determined separately.

Citation
[2009] EWHC 2447
Parties
Claimant: CEP Holdings Limited; Claimant/part 20 Defendant: 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
Claimants' claims dismissed; Steni's counterclaim succeeds in part
Legal Topics
Novation and Assignment, Repudiatory Breach, Exclusive Distribution Agreements, Termination for Breach, Estoppel, Overcharging Claims, Counterclaims
Contract Law Commercial Law Novation and Assignment Repudiatory Breach Exclusive Distribution Agreements Termination for Breach Estoppel Overcharging Claims +1 more

Case Brief

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Parties

CEP Holdings Limited

Claimant

CEP Claddings Limited

Claimant/part 20 Defendant

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 CEP Claddings Limited?
  2. 2 Was Steni AS entitled to terminate the EDA for alleged breaches by CEP Holdings Limited?
  3. 3 Did Steni AS overcharge under clause 3.2 of the EDA?

Ratio Decidendi

The EDA was never validly novated or assigned to Claddings; Steni was entitled to terminate the EDA for Holdings' breach of the 'all reasonable endeavours' obligation and non-payment; the overcharging claim was not established at this stage; Claddings is liable for unpaid invoices and Aberfeldy project sums; quantum issues on overcharging and counterclaims to be determined separately.

Court Disposition

Claimants' claims dismissed; Steni's counterclaim succeeds in part

Orders

  • EDA not novated or assigned to Claddings; Holdings remains party to EDA
  • Steni entitled to terminate EDA for breach by Holdings