CRS GT Ltd v McLaren Automotive Ltd & Ors

CRS GT Ltd v McLaren Automotive Ltd & Ors

Clause 4.5.3 of the GT3 Agreement imposed an obligation, not an exclusive right, for CRS to provide aftersales services post-expiry. The HoA for the GT4 project was not a binding contract, being incomplete and subject to execution of a formal contract. No binding contract arose by conduct, as essential terms...

Source-derived case information.

Parties
Claimant: CRS GT Limited; Defendant: McLaren Automotive Limited; Defendant: McLaren Technology Group Limited; Defendant: McAllico Limited
Jurisdiction
England and Wales
Judgment Date
23 November 2018
Procedural Posture
Commercial Dispute / Final Judgment After Full Trial
Outcome
Claims dismissed except for declaration of quantum meruit entitlement
Legal Topics
Contract Formation, Interpretation of Contracts, Quantum Meruit, Specific Performance, Restitution, Aftersales Rights, Heads of Agreement, Exclusive Supply Rights
Contract Law Commercial Law Contract Formation Interpretation of Contracts Quantum Meruit Specific Performance Restitution Aftersales Rights +2 more

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 7 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

CRS GT Limited

Claimant

McLaren Automotive Limited

Defendant

McLaren Technology Group Limited

Defendant

McAllico Limited

Defendant

Procedural Posture

Commercial Dispute / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether CRS had an exclusive right to provide aftersales services for GT3 cars after expiry of the GT3 Agreement
  2. 2 Whether the Heads of Agreement (HoA) for the GT4 project was a binding contract granting CRS exclusive aftersales and supply rights
  3. 3 Whether a binding contract arose by conduct after the HoA

Ratio Decidendi

Clause 4.5.3 of the GT3 Agreement imposed an obligation, not an exclusive right, for CRS to provide aftersales services post-expiry. The HoA for the GT4 project was not a binding contract, being incomplete and subject to execution of a formal contract. No binding contract arose by conduct, as essential terms (notably intellectual property rights) were never agreed and the parties continued to act on a 'subject to contract' basis. CRS is entitled only to quantum meruit payments as per the Revised Business Case for GT4 work performed.

Court Disposition

Claims dismissed except for declaration of quantum meruit entitlement

Orders

  • Declaration that CRS is entitled to quantum meruit payments in accordance with the Revised Business Case for each GT4 car sold, subject to a minimum return of £300,000.
  • All other claims by CRS in relation to the GT3 Agreement and GT4 project are dismissed.