Arla Foods UK Plc v Barnes & Ors [2008] EWHC 2851 (Ch) (21 November 2008)

Arla Foods UK Plc v Barnes & Ors [2008] EWHC 2851 (Ch) (21 November 2008)

Withgill Farm Limited ceased to be the producer of milk after 20 June 2007 as it had disposed of all means of production and granted a tenancy to Willes. Willes was not a successor under the contract as there was no privity and clause 22.5 did not override the personal nature of the contract. No implied term prevented disposal of the dairy business without assignment, as the contract contained no minimum production requirement and did not protect Arla from summary termination or reduction of supply. The counterclaim regarding milk testing was not upheld.

Citation
[2008] EWHC 2851 (Ch)
Parties
Claimant: Arla Foods UK plc; Defendant: George Barnes; Defendant: Mary Barnes; Defendant: David Barnes; Defendant: Withgill Farm Limited; Defendant: Peter Willes; Defendant: D H Willes & Partners
Jurisdiction
England and Wales
Judgment Date
21 November 2008
Procedural Posture
Commercial Contract Dispute / Final Judgment
Outcome
Claim dismissed
Legal Topics
Implied Terms, Breach of Contract, Assignment of Contracts, Supply Agreements, Damages, Succession in Contracts
Contract Law Commercial Law Implied Terms Breach of Contract Assignment of Contracts Supply Agreements Damages Succession in Contracts

Case Brief

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Parties

Arla Foods UK plc

Claimant

George Barnes

Defendant

Mary Barnes

Defendant

David Barnes

Defendant

Withgill Farm Limited

Defendant

Peter Willes

Defendant

D H Willes & Partners

Defendant

Procedural Posture

Commercial Contract Dispute / Final Judgment

Legal Issues

  1. 1 Whether Withgill Farm Limited was the 'producer' of milk after 20 June 2007 under the contract
  2. 2 Whether Peter Willes was a 'successor' bound by the contract
  3. 3 Whether an implied term prevented disposal of the dairy business without assignment of the contract

Ratio Decidendi

Withgill Farm Limited ceased to be the producer of milk after 20 June 2007 as it had disposed of all means of production and granted a tenancy to Willes. Willes was not a successor under the contract as there was no privity and clause 22.5 did not override the personal nature of the contract. No implied term prevented disposal of the dairy business without assignment, as the contract contained no minimum production requirement and did not protect Arla from summary termination or reduction of supply. The counterclaim regarding milk testing was not upheld.

Court Disposition

Claim dismissed

Orders

  • Claim for breach of contract dismissed
  • Counterclaim dismissed