Flowgroup Plc v Co-Operative Energy Ltd

Flowgroup Plc v Co-Operative Energy Ltd

The Defendant's defences of breach, estoppel, and rectification failed because the delay did not cause loss or prejudice, and the contractual limitation clause capped the Defendant's repayment claim to £1. The Claimant was entitled to summary judgment for the balance in the Shell Collateral Account as at completion.

Parties
Claimant: Flowgroup plc; Defendant: Co-operative Energy Limited
Jurisdiction
England and Wales
Judgment Date
04 September 2019
Procedural Posture
Commercial / Summary Judgment Application
Outcome
Summary judgment granted for the Claimant
Legal Topics
Share Sale Agreement, Limitation of Liability, Estoppel, Rectification, Set Off, Summary Judgment
Contract Law Commercial Law Share Sale Agreement Limitation of Liability Estoppel Rectification Set Off Summary Judgment

Case Brief

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Parties

Flowgroup plc

Claimant

Co-operative Energy Limited

Defendant

Procedural Posture

Commercial / Summary Judgment Application

Legal Issues

  1. 1 Whether the Claimant is entitled to summary judgment for the balance in the Shell Collateral Account on the completion date
  2. 2 Whether the Defendant has a valid defence based on breach of contract, estoppel, or rectification
  3. 3 Whether the limitation of liability clause applies to the Defendant's price adjustment claim and set-off

Ratio Decidendi

The Defendant's defences of breach, estoppel, and rectification failed because the delay did not cause loss or prejudice, and the contractual limitation clause capped the Defendant's repayment claim to £1. The Claimant was entitled to summary judgment for the balance in the Shell Collateral Account as at completion.

Court Disposition

Summary judgment granted for the Claimant

Orders

  • Defendant to pay Claimant £948,606.80, being the balance in the Shell Collateral Account as at completion
  • Application for security for costs dismissed