Co-Operative Group (Cws) Ltd. (Formerly Co-Operative Wholesale Society Ltd.) v International Computers Ltd.

Co-Operative Group (Cws) Ltd. (Formerly Co-Operative Wholesale Society Ltd.) v International Computers Ltd.

No binding contract was formed between CWS and ICL for the GlobalSTORE project after the CRS Agreement; negotiations never resulted in agreement on essential terms (notably liquidated damages). CWS's claims for breach of contract and misrepresentation fail for want of a concluded contract. The CRS Agreement remained in force, entitling ICL to payment under its price adjustment provisions. Even if a contract had existed, CWS failed to prove causation and quantification of its alleged losses, and its damages claims were legally misconceived.

Parties
Claimant: Co-operative Group (CWS) Limited; Defendant: International Computers Limited
Jurisdiction
England and Wales
Judgment Date
13 January 2003
Procedural Posture
Commercial Contract Dispute / Judgment After Full Trial
Outcome
Claim dismissed; counterclaim allowed.
Legal Topics
Contract Formation, Repudiatory Breach, Misrepresentation, Damages, Mitigation of Loss
Contract Law Commercial Law Contract Formation Repudiatory Breach Misrepresentation Damages Mitigation of Loss

Case Brief

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Parties

Co-operative Group (CWS) Limited

Claimant

International Computers Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Full Trial

Legal Issues

  1. 1 Whether a binding contract existed between CWS and ICL for the GlobalSTORE project after the CRS Agreement;
  2. 2 Whether ICL was in repudiatory breach of contract;
  3. 3 Whether CWS was entitled to damages for breach of contract or misrepresentation;

Ratio Decidendi

No binding contract was formed between CWS and ICL for the GlobalSTORE project after the CRS Agreement; negotiations never resulted in agreement on essential terms (notably liquidated damages). CWS's claims for breach of contract and misrepresentation fail for want of a concluded contract. The CRS Agreement remained in force, entitling ICL to payment under its price adjustment provisions. Even if a contract had existed, CWS failed to prove causation and quantification of its alleged losses, and its damages claims were legally misconceived.

Court Disposition

Claim dismissed; counterclaim allowed.

Orders

  • CWS's claim is dismissed in its entirety.
  • ICL's counterclaim for payment under the CRS Agreement is allowed; judgment for ICL for £1,012,422 plus interest.