Polypearl Ltd v E.On Energy Solutions Ltd

Polypearl Ltd v E.On Energy Solutions Ltd

Clause 10.1 does not exclude liability for Polypearl’s direct loss of profits arising from E. ON’s failure to purchase the agreed quantity of products, as the wording is ambiguous and does not clearly exclude direct loss of profits. However, clause 10.7 limits liability for such direct losses to £1,000,000, as its language is clear and unambiguous and applies to any damage or direct loss howsoever caused.

Parties
Claimant: Polypearl Limited; Defendant: E. ON Energy Solutions Limited
Jurisdiction
England and Wales
Judgment Date
03 October 2014
Procedural Posture
Commercial Contract Dispute / Trial of Preliminary Issues
Outcome
Preliminary issues determined in favour of the claimant on exclusion, but in favour of the defendant on limitation.
Legal Topics
Exclusion Clauses, Limitation of Liability, Interpretation of Contracts, Damages for Breach of Contract
Contract Law Commercial Law Exclusion Clauses Limitation of Liability Interpretation of Contracts Damages for Breach of Contract

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Parties

Polypearl Limited

Claimant

E. ON Energy Solutions Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Trial of Preliminary Issues

Legal Issues

  1. 1 Whether clause 10.1 of the Master Agreement excludes liability for Polypearl’s losses claimed at paragraphs 10(i) and (ii) of the Particulars of Claim
  2. 2 If not, whether clause 10.7 of the Master Agreement limits liability for Polypearl’s losses claimed at paragraphs 10(i) and (ii) of the Particulars of Claim to £1,000,000

Ratio Decidendi

Clause 10.1 does not exclude liability for Polypearl’s direct loss of profits arising from E. ON’s failure to purchase the agreed quantity of products, as the wording is ambiguous and does not clearly exclude direct loss of profits. However, clause 10.7 limits liability for such direct losses to £1,000,000, as its language is clear and unambiguous and applies to any damage or direct loss howsoever caused.

Court Disposition

Preliminary issues determined in favour of the claimant on exclusion, but in favour of the defendant on limitation.

Orders

  • Clause 10.1 does not exclude liability for Polypearl’s losses claimed at paragraphs 10(i) and (ii) of the Particulars of Claim.
  • Clause 10.7 limits liability for such losses to £1,000,000.