Hamsard 3147 Ltd (t/a Mini Mode Childrenswear) & Anor v Boots UK Ltd

Hamsard 3147 Ltd (t/a Mini Mode Childrenswear) & Anor v Boots UK Ltd

The contract between Boots and Hamsard was an interim arrangement, not a long-term joint venture governed by the 2007 Agreement. A 9-month notice period for termination was reasonable in the circumstances, given Hamsard's financial instability and the parties' conduct. There was no implied term of good faith requiring Boots to order further stock or maximise profit for Hamsard. Boots was entitled to set prices and dispose of stock as it saw fit. The calculation of profit share should use the agreed or budgeted rates for Advantage Card costs, not actuals, resulting in a reduction of Boots' counterclaim. Hamsard's claim is dismissed and Boots is awarded its counterclaim, adjusted for the...

Parties
Claimant: Hamsard 3147 Limited; Claimant: J S Childrenswear Limited (in liquidation); Defendant: Boots UK Ltd
Jurisdiction
England and Wales
Judgment Date
31 October 2013
Procedural Posture
Commercial Contract Dispute / Judgment After Trial
Outcome
Claim dismissed; counterclaim allowed in part
Legal Topics
Reasonable Notice of Termination, Implied Terms, Good Faith in Commercial Contracts, Damages for Wrongful Termination, Profit Share Agreements, Counterclaims
Contract Law Commercial Law Reasonable Notice of Termination Implied Terms Good Faith in Commercial Contracts Damages for Wrongful Termination Profit Share Agreements Counterclaims

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Parties

Hamsard 3147 Limited

Claimant

J S Childrenswear Limited (in liquidation)

Claimant

Boots UK Ltd

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Trial

Legal Issues

  1. 1 What was a reasonable notice period for termination of the supply contract between Boots and Hamsard?
  2. 2 Was there an implied term of good faith in the contract?
  3. 3 Was Boots in breach of any implied good faith obligation?

Ratio Decidendi

The contract between Boots and Hamsard was an interim arrangement, not a long-term joint venture governed by the 2007 Agreement. A 9-month notice period for termination was reasonable in the circumstances, given Hamsard's financial instability and the parties' conduct. There was no implied term of good faith requiring Boots to order further stock or maximise profit for Hamsard. Boots was entitled to set prices and dispose of stock as it saw fit. The calculation of profit share should use the agreed or budgeted rates for Advantage Card costs, not actuals, resulting in a reduction of Boots' counterclaim. Hamsard's claim is dismissed and Boots is awarded its counterclaim, adjusted for the...

Court Disposition

Claim dismissed; counterclaim allowed in part

Orders

  • Hamsard's claim is dismissed.
  • Boots is awarded £63,920 on its counterclaim, adjusted for Advantage Card costs and fixtures/fittings.