Caterpillar (NI) Ltd v John Holt & Company (Liverpool) Ltd [2013] EWCA Civ 1232 (17 October 2013)

Caterpillar (NI) Ltd v John Holt & Company (Liverpool) Ltd [2013] EWCA Civ 1232 (17 October 2013)

The no set-off clause in the distributorship agreement is effective to preclude Holt Liverpool from relying on its cross-claim as a set-off against FG Wilson's claim for the price. However, the majority held that the retention of title clause prevented property in the goods from passing to Holt Liverpool until payment, so FG Wilson was not entitled to an action for the price under section 49(1) of the Sale of Goods Act 1979. As a result, summary judgment for the price could not be granted.

Citation
[2013] EWCA Civ 1232
Parties
Respondent/claimant: Caterpillar (NI) Limited (formerly known as FG Wilson (Engineering) Limited); Appellant/defendant: John Holt & Company (Liverpool) Limited
Jurisdiction
England and Wales
Judgment Date
17 October 2013
Procedural Posture
Civil Appeal / Appeal From Summary Judgment in the Commercial Court
Outcome
Appeal allowed
Legal Topics
Retention of Title, No Set Off Clauses, Action for Price, Equitable Set Off, Construction of Contractual Clauses
Commercial Law Contract Law Sale of Goods Retention of Title No Set Off Clauses Action for Price Equitable Set Off Construction of Contractual Clauses

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Parties

Caterpillar (NI) Limited (formerly known as FG Wilson (Engineering) Limited)

Respondent/claimant

John Holt & Company (Liverpool) Limited

Appellant/defendant

Procedural Posture

Civil Appeal / Appeal From Summary Judgment in the Commercial Court

Legal Issues

  1. 1 Whether the no set-off clause in the distributorship agreement precludes the defendant from relying on a cross-claim as a set-off against the claimant's claim for the price of goods supplied.
  2. 2 Whether the claimant is entitled to an action for the price under section 49 of the Sale of Goods Act 1979 given the retention of title clause.
  3. 3 Whether the retention of title clause creates an agency relationship or merely operates as security.

Ratio Decidendi

The no set-off clause in the distributorship agreement is effective to preclude Holt Liverpool from relying on its cross-claim as a set-off against FG Wilson's claim for the price. However, the majority held that the retention of title clause prevented property in the goods from passing to Holt Liverpool until payment, so FG Wilson was not entitled to an action for the price under section 49(1) of the Sale of Goods Act 1979. As a result, summary judgment for the price could not be granted.

Court Disposition

Appeal allowed

Orders

  • Summary judgment for the price set aside
  • Matter remitted for further determination consistent with the judgment