Medenta Finance Ltd v Hitachi Capital (UK) Plc

Medenta Finance Ltd v Hitachi Capital (UK) Plc

Clause 15(8) of the 2011 Agreement means Hitachi will not actively market third party products (i.e. products of persons other than Hitachi and Medenta) to existing Suppliers or customers introduced by Medenta. The clause does not prohibit Hitachi from soliciting or marketing its own products to existing Suppliers during the agreement. The word 'Supplier' refers only to current Suppliers. No rectification or implied term is justified as the contract reflects the parties’ intentions. The clause, if extended to former Suppliers, would be an unreasonable restraint of trade. The Supplier information is not confidential to Medenta.

Parties
Claimant: Medenta Finance Limited; Defendant: Hitachi Capital (UK) PLC
Jurisdiction
England and Wales
Judgment Date
07 March 2019
Procedural Posture
Commercial Contract Dispute / Judgment After Expedited Trial on Liability
Outcome
Claims for rectification, implication of terms, and confidentiality dismissed; construction of clauses determined in favour of Hitachi; relief to be addressed separately.
Legal Topics
Interpretation of Contract Terms, Rectification, Implied Terms, Restraint of Trade, Confidentiality
Contract Law Commercial Law Interpretation of Contract Terms Rectification Implied Terms Restraint of Trade Confidentiality

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Parties

Medenta Finance Limited

Claimant

Hitachi Capital (UK) PLC

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Expedited Trial on Liability

Legal Issues

  1. 1 Proper construction of clauses 15(8) and 17(4) of the 2011 Agreement
  2. 2 Whether clause 15(8) should be rectified
  3. 3 Whether a term should be implied into the 2011 Agreement as alleged by Medenta

Ratio Decidendi

Clause 15(8) of the 2011 Agreement means Hitachi will not actively market third party products (i.e. products of persons other than Hitachi and Medenta) to existing Suppliers or customers introduced by Medenta. The clause does not prohibit Hitachi from soliciting or marketing its own products to existing Suppliers during the agreement. The word 'Supplier' refers only to current Suppliers. No rectification or implied term is justified as the contract reflects the parties’ intentions. The clause, if extended to former Suppliers, would be an unreasonable restraint of trade. The Supplier information is not confidential to Medenta.

Court Disposition

Claims for rectification, implication of terms, and confidentiality dismissed; construction of clauses determined in favour of Hitachi; relief to be addressed separately.