Bibby Factors Northwest Ltd v HFD Ltd & Anor

Bibby Factors Northwest Ltd v HFD Ltd & Anor

The Customers' claims for rebate and debit notes were so closely connected with the assigned debts that it would be manifestly unjust to allow Bibby to enforce payment without taking them into account. There was no obligation on the Customers to disclose the rebate to Bibby, no estoppel arose, and the assignment did not preclude equitable set off. The judge was correct to grant summary judgment for the Customers on the rebate and debit notes, but not on the early settlement discount, which required trial.

Parties
Appellant: Bibby Factors Northwest Limited; Respondent: HFD Limited; Respondent: MCD Group Ltd
Jurisdiction
England and Wales
Judgment Date
17 December 2015
Procedural Posture
Civil Appeal / Appeal From Summary Judgment in the High Court
Outcome
Appeal dismissed
Legal Topics
Assignment of Debts, Equitable Set Off, Estoppel, Factoring Agreements
Commercial Law Contract Law Assignment of Debts Equitable Set Off Estoppel Factoring Agreements

Case Brief

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Parties

Bibby Factors Northwest Limited

Appellant

HFD Limited

Respondent

MCD Group Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Summary Judgment in the High Court

Legal Issues

  1. 1 Whether the Customers are entitled to set off a rebate and debit notes against the claim by the Factor for payment of assigned debts
  2. 2 Whether the Customers are estopped from raising set off due to their conduct
  3. 3 Whether the assignment of future debts and notice thereof precludes set off

Ratio Decidendi

The Customers' claims for rebate and debit notes were so closely connected with the assigned debts that it would be manifestly unjust to allow Bibby to enforce payment without taking them into account. There was no obligation on the Customers to disclose the rebate to Bibby, no estoppel arose, and the assignment did not preclude equitable set off. The judge was correct to grant summary judgment for the Customers on the rebate and debit notes, but not on the early settlement discount, which required trial.

Court Disposition

Appeal dismissed

Orders

  • Summary judgment for the Customers in respect of the rebate and debit notes is upheld
  • Issue of early settlement discount to proceed to trial