Winch Design Ltd v Le Souef [2025] EWHC 120 (Comm) (23 January 2025)

Winch Design Ltd v Le Souef [2025] EWHC 120 (Comm) (23 January 2025)

The written contract and addendum expressly named Carl Le Souef as the client and contracting party, with no ambiguity in the language. The objective construction of the contract, considering the documentary evidence and commercial context, supports Winch Design Limited's case. There was no sufficient evidence to justify rectification or estoppel to substitute Somnio as the contracting party. The payment terms were clear and enforceable. There was no binding agreement to forbear from enforcing payment, and Winch was entitled to suspend services for non-payment. The counterclaim for breach failed as there was no breach by Winch. Winch is entitled to judgment for the unpaid invoices.

Citation
[2025] EWHC 120 (Comm)
Parties
Claimant: Winch Design Limited; Defendant: Carl Le Souef; Part 20 Defendant: Somnio Superyachts Pty Limited
Jurisdiction
England and Wales
Judgment Date
23 January 2025
Procedural Posture
Commercial Claim for Unpaid Invoices and Counterclaim for Damages / High Court Trial Judgment
Outcome
Judgment for the Claimant (Winch Design Limited) for the sum of the unpaid invoices. Counterclaim dismissed.
Legal Topics
Contract Interpretation, Rectification, Estoppel, Payment Disputes, Breach of Contract, Counterclaim for Damages
Contract Law Commercial Law Contract Interpretation Rectification Estoppel Payment Disputes Breach of Contract Counterclaim for Damages

Case Brief

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Parties

Winch Design Limited

Claimant

Carl Le Souef

Defendant

Somnio Superyachts Pty Limited

Part 20 Defendant

Procedural Posture

Commercial Claim for Unpaid Invoices and Counterclaim for Damages / High Court Trial Judgment

Legal Issues

  1. 1 Who was the correct contracting party under the design contract: Carl Le Souef or Somnio Superyachts Pty Limited?
  2. 2 Is Winch Design Limited entitled to payment of the disputed invoices?
  3. 3 Is rectification or estoppel available to alter the identity of the contracting party?

Ratio Decidendi

The written contract and addendum expressly named Carl Le Souef as the client and contracting party, with no ambiguity in the language. The objective construction of the contract, considering the documentary evidence and commercial context, supports Winch Design Limited's case. There was no sufficient evidence to justify rectification or estoppel to substitute Somnio as the contracting party. The payment terms were clear and enforceable. There was no binding agreement to forbear from enforcing payment, and Winch was entitled to suspend services for non-payment. The counterclaim for breach failed as there was no breach by Winch. Winch is entitled to judgment for the unpaid invoices.

Court Disposition

Judgment for the Claimant (Winch Design Limited) for the sum of the unpaid invoices. Counterclaim dismissed.

Orders

  • Defendant and Part 20 Defendant to pay Winch Design Limited £733,750 within 14 days.
  • Counterclaim by Defendant and Part 20 Defendant dismissed.