Merit Holdings Ltd v Michael J Lonsdale Ltd

Merit Holdings Ltd v Michael J Lonsdale Ltd

The parties' conduct after 29 April 2016 did not evidence an agreement to pay Merit Holdings on a costs-incurred basis without a cap. The more obvious inference is that payment was to be made by reference to the contract sum and QSOR, consistent with the parties' conduct before and after the expiry of the last letter of intent. The declaration sought by Merit Holdings is refused.

Parties
Claimant: Merit Holdings Limited; Defendant: Michael J Lonsdale Limited
Jurisdiction
England and Wales
Judgment Date
11 October 2017
Procedural Posture
Civil (construction Dispute) / Judgment on Part 8 Claim (declaratory Relief)
Outcome
Declaration sought by Claimant refused; no other declarations made.
Legal Topics
Letters of Intent, Contract Formation, Payment Entitlement, Declaratory Relief, Adjudication Procedure
Construction Law Contract Law Letters of Intent Contract Formation Payment Entitlement Declaratory Relief Adjudication Procedure

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Parties

Merit Holdings Limited

Claimant

Michael J Lonsdale Limited

Defendant

Procedural Posture

Civil (construction Dispute) / Judgment on Part 8 Claim (declaratory Relief)

Legal Issues

  1. 1 What is the correct basis for payment to the Claimant after expiry of the last letter of intent?
  2. 2 Did the parties' conduct after 29 April 2016 evidence an agreement to extend or vary the terms of the letter of intent?
  3. 3 Is the Claimant entitled to payment of costs wholly and necessarily incurred, or only by reference to the contract sum and QSOR?

Ratio Decidendi

The parties' conduct after 29 April 2016 did not evidence an agreement to pay Merit Holdings on a costs-incurred basis without a cap. The more obvious inference is that payment was to be made by reference to the contract sum and QSOR, consistent with the parties' conduct before and after the expiry of the last letter of intent. The declaration sought by Merit Holdings is refused.

Court Disposition

Declaration sought by Claimant refused; no other declarations made.