Flowgroup Plc v Co-Operative Energy Ltd [2019] EWHC 2344 (Comm) (04 September 2019)

Flowgroup Plc v Co-Operative Energy Ltd [2019] EWHC 2344 (Comm) (04 September 2019)

The Claimant is entitled to summary judgment for the sum claimed, as none of the Defendant's defences (breach, estoppel, rectification, set-off) have real prospects of success. The limitation of liability clause applies to the Defendant's price adjustment claim, limiting it to £1, and thus does not justify refusal...

Source-derived case information.

Citation
[2019] EWHC 2344 (Comm)
Parties
Claimant: Flowgroup PLC; Defendant: Co-operative Energy Limited
Jurisdiction
England and Wales
Judgment Date
04 September 2019
Procedural Posture
Commercial Court Claim / Summary Judgment Application
Outcome
Summary judgment granted in favour of the Claimant
Legal Topics
Summary Judgment, Estoppel, Rectification, Limitation of Liability, Set Off, Share Sale Agreement
Contract Law Commercial Law Summary Judgment Estoppel Rectification Limitation of Liability Set Off Share Sale Agreement

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Parties

Flowgroup PLC

Claimant

Co-operative Energy Limited

Defendant

Procedural Posture

Commercial Court Claim / Summary Judgment Application

Legal Issues

  1. 1 Whether the Claimant is entitled to summary judgment for payment of sums 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/set-off claim

Ratio Decidendi

The Claimant is entitled to summary judgment for the sum claimed, as none of the Defendant's defences (breach, estoppel, rectification, set-off) have real prospects of success. The limitation of liability clause applies to the Defendant's price adjustment claim, limiting it to £1, and thus does not justify refusal or stay of summary judgment.

Court Disposition

Summary judgment granted in favour of the Claimant

Orders

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