Motortrak Ltd v FCA Australia Pty Ltd [2018] EWHC 990 (Comm) (30 April 2018)

Motortrak Ltd v FCA Australia Pty Ltd [2018] EWHC 990 (Comm) (30 April 2018)

The court found that, on the balance of probabilities, the Licence Termination Agreement was a genuine document and not a sham. However, the court concluded that the payments made by Motortrak to ACN were not made pursuant to the Licence Termination Agreement but were in fact secret commissions (bribes) to Mr Campbell to procure the contract with FCAA, as evidenced by the timing, nature, and invoicing of the payments, lack of credible explanation, and concealment from FCAA. Therefore, FCAA was entitled to recover the amount of the bribes and was not liable for the disputed invoices.

Citation
[2018] EWHC 990 (Comm)
Parties
Claimant: Motortrak Ltd; Defendant: FCA Australia Pty Ltd
Jurisdiction
England and Wales
Judgment Date
30 April 2018
Procedural Posture
Commercial Claim for Outstanding Invoices and Counterclaim for Bribery/damages / High Court Trial Judgment
Outcome
Claim dismissed; counterclaim for recovery of bribes succeeds
Legal Topics
Bribery, Secret Commissions, Contractual Liability, Limitation of Liability, Affirmation of Contract, Jurisdiction Clauses
Commercial Law Contract Law Civil Fraud Bribery Secret Commissions Contractual Liability Limitation of Liability Affirmation of Contract +1 more

Case Brief

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Parties

Motortrak Ltd

Claimant

FCA Australia Pty Ltd

Defendant

Procedural Posture

Commercial Claim for Outstanding Invoices and Counterclaim for Bribery/damages / High Court Trial Judgment

Legal Issues

  1. 1 Whether payments made by Motortrak to ACN (associated with FCAA's managing director) were bribes or pursuant to a genuine Licence Termination Agreement
  2. 2 Whether FCAA affirmed the contract after knowledge of the alleged bribes
  3. 3 Whether FCAA is liable for invoices and whether Motortrak's loss of profit claim is excluded by limitation of liability clause

Ratio Decidendi

The court found that, on the balance of probabilities, the Licence Termination Agreement was a genuine document and not a sham. However, the court concluded that the payments made by Motortrak to ACN were not made pursuant to the Licence Termination Agreement but were in fact secret commissions (bribes) to Mr Campbell to procure the contract with FCAA, as evidenced by the timing, nature, and invoicing of the payments, lack of credible explanation, and concealment from FCAA. Therefore, FCAA was entitled to recover the amount of the bribes and was not liable for the disputed invoices.

Court Disposition

Claim dismissed; counterclaim for recovery of bribes succeeds

Orders

  • Motortrak's claim for outstanding invoices is dismissed
  • FCAA entitled to recover the amount of bribes paid to ACN (AU$2,528,716.39)