CEL Group Ltd. v Nedlloyd Lines UK Ltd. & Anor

CEL Group Ltd. v Nedlloyd Lines UK Ltd. & Anor

The contract gave CEL the exclusive right to provide all defined haulage requirements of NLL's business for the contract period. NLL breached an implied term by voluntarily merging and making it impossible for CEL to exercise that right. The implication of the term was necessary to give business efficacy to the contract and reflected the parties' intentions and commercial sense.

Parties
Claimant: CEL Group Ltd; Defendant: Nedlloyd Lines UK Ltd & Anor
Jurisdiction
England and Wales
Judgment Date
26 November 2003
Procedural Posture
Civil Appeal / Appeal From Queen's Bench Division to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Breach of Contract, Exclusive Supply Agreements
Contract Law Implied Terms Breach of Contract Exclusive Supply Agreements

Case Brief

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Parties

CEL Group Ltd

Claimant

Nedlloyd Lines UK Ltd & Anor

Defendant

Procedural Posture

Civil Appeal / Appeal From Queen's Bench Division to Court of Appeal

Legal Issues

  1. 1 Whether the contract contained an implied term preventing NLL from voluntarily merging and making it impossible for CEL to supply exclusive haulage services
  2. 2 Whether NLL's actions constituted a breach of contract by ending the state of circumstances necessary for CEL's performance

Ratio Decidendi

The contract gave CEL the exclusive right to provide all defined haulage requirements of NLL's business for the contract period. NLL breached an implied term by voluntarily merging and making it impossible for CEL to exercise that right. The implication of the term was necessary to give business efficacy to the contract and reflected the parties' intentions and commercial sense.

Court Disposition

Appeal dismissed

Orders

  • Appellant to pay Respondents' costs of the appeal, subject to detailed assessment if not agreed
  • Appellant to pay £35,000 on account of such costs within 28 days