Blue-Sky Solutions Ltd v Be Caring Ltd [2021] EWHC 2619 (Comm) (30 September 2021)

Blue-Sky Solutions Ltd v Be Caring Ltd [2021] EWHC 2619 (Comm) (30 September 2021)

The claim failed because the clauses relied upon (4.6 and 4.8) were not incorporated into the contract as they were unduly onerous and not fairly brought to the defendant's attention; even if incorporated, they were penal and void; and the claimant could not recover any actual loss from cancellation.

Source-derived case information.

Citation
[2021] EWHC 2619 (Comm)
Parties
Claimant: Blu-Sky Solutions Limited; Defendant: Be Caring Limited
Jurisdiction
England and Wales
Judgment Date
30 September 2021
Procedural Posture
Commercial Contract Claim / First Instance Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Incorporation of Terms, Penalty Clauses, Onerous Terms, Formation of Contract
Contract Law Commercial Law Incorporation of Terms Penalty Clauses Onerous Terms Formation of Contract

Source-derived case record

Summary, issues, holding and outcome

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Parties

Blu-Sky Solutions Limited

Claimant

Be Caring Limited

Defendant

Procedural Posture

Commercial Contract Claim / First Instance Judgment After Trial

Legal Issues

  1. 1 Did the order form create legal relations between the claimant and the defendant?
  2. 2 Were clauses 4.6 and 4.8 of the STCs incorporated as unusual and onerous terms?
  3. 3 Are the charge provisions in clause 4.6 and/or 4.8 void as penalties?

Ratio Decidendi

The claim failed because the clauses relied upon (4.6 and 4.8) were not incorporated into the contract as they were unduly onerous and not fairly brought to the defendant's attention; even if incorporated, they were penal and void; and the claimant could not recover any actual loss from cancellation.

Court Disposition

Claim dismissed

Orders

  • Claimant's claim for £180,000 plus VAT dismissed
  • No administration charge payable by defendant