A E Yates Trenchless Solutions Ltd v Black & Veatch Ltd

A E Yates Trenchless Solutions Ltd v Black & Veatch Ltd

The sub-contract was formed by the documents sent with the Defendant’s letter of 3 November 2005, including the Brown Book conditions, SWW amendments, and Yates’ quotation, with the Brown Book conditions taking precedence in the event of conflict. Yates’ conduct objectively indicated acceptance of these terms.

Parties
Claimant: A E Yates Trenchless Solutions Limited; Defendant: Black and Veatch Limited
Jurisdiction
England and Wales
Judgment Date
19 December 2008
Procedural Posture
Civil / Judgment on Preliminary Issues
Outcome
Judgment for the Defendant on preliminary issues
Legal Topics
Contract Formation, Battle of the Forms, Priority of Contractual Documents, Sub Contract Incorporation, Liquidated Damages
Contract Law Construction Law Contract Formation Battle of the Forms Priority of Contractual Documents Sub Contract Incorporation Liquidated Damages

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Parties

A E Yates Trenchless Solutions Limited

Claimant

Black and Veatch Limited

Defendant

Procedural Posture

Civil / Judgment on Preliminary Issues

Legal Issues

  1. 1 What documents constituted the sub-contract between the parties?
  2. 2 Which terms and conditions have contractual priority in the event of conflict?
  3. 3 Was the Claimant's quotation incorporated with precedence over the Brown Book conditions?

Ratio Decidendi

The sub-contract was formed by the documents sent with the Defendant’s letter of 3 November 2005, including the Brown Book conditions, SWW amendments, and Yates’ quotation, with the Brown Book conditions taking precedence in the event of conflict. Yates’ conduct objectively indicated acceptance of these terms.

Court Disposition

Judgment for the Defendant on preliminary issues

Orders

  • Declarations that the documents enclosed with the Defendant’s letter of 3 November 2005 were incorporated in and formed the Sub-Contract between the parties
  • Declarations that the terms and conditions of the I Chem E Form of Contract for Civil Engineering Works 'The Brown Book' Second Edition 2004 take precedence over the terms and conditions of the Claimant’s quotation dated 20 October 2005 where the two conflict