VVB M&E Group Ltd & Anor v Optilan (UK) Ltd [2020] EWHC 4 (TCC) (07 January 2020)

VVB M&E Group Ltd & Anor v Optilan (UK) Ltd [2020] EWHC 4 (TCC) (07 January 2020)

The Vesting Certificates did not require actual payment of the stated sums to trigger vesting; inclusion of the relevant values in the next interim payment, as reflected in the Pay Less Notice 39, sufficed. The Pay Less Notice 39 was the operative document for determining compliance with the vesting condition. There...

Source-derived case information.

Citation
[2020] EWHC 4 (TCC)
Parties
Claimant: VVB M&E Group Limited; Claimant: VVB Engineering (UK) Limited; Defendant: Optilan (UK) Limited
Jurisdiction
England and Wales
Judgment Date
07 January 2020
Procedural Posture
Commercial Construction Dispute (delivery Up of Goods) / Final Judgment on Application for Delivery Up; Treated as Summary Judgment on Claim
Outcome
Claim allowed; final order for delivery up of goods granted to claimants.
Legal Topics
Vesting of Goods, Interpretation of Commercial Contracts, Interim Payments Under Construction Contracts, Set Off and Contra Charges, Effect of Payment Certificates and Pay Less Notices, Implied Terms, Torts (interference With Goods) Act 1977
Commercial Law Construction Law Contract Law Vesting of Goods Interpretation of Commercial Contracts Interim Payments Under Construction Contracts Set Off and Contra Charges Effect of Payment Certificates and Pay Less Notices +2 more

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Parties

VVB M&E Group Limited

Claimant

VVB Engineering (UK) Limited

Claimant

Optilan (UK) Limited

Defendant

Procedural Posture

Commercial Construction Dispute (delivery Up of Goods) / Final Judgment on Application for Delivery Up; Treated as Summary Judgment on Claim

Legal Issues

  1. 1 Whether the Vesting Certificates operated to vest ownership of materials in the claimants or Network Rail
  2. 2 Whether inclusion of the stated value in the next interim payment sufficed to trigger vesting, or whether actual payment was required
  3. 3 Whether Payment Certificate No. 39 or Pay Less Notice 39 was the operative document for vesting

Ratio Decidendi

The Vesting Certificates did not require actual payment of the stated sums to trigger vesting; inclusion of the relevant values in the next interim payment, as reflected in the Pay Less Notice 39, sufficed. The Pay Less Notice 39 was the operative document for determining compliance with the vesting condition. There was no implied term requiring full and prompt payment under previous certificates as a condition precedent to vesting. Ownership of the materials vested in the claimants (or Network Rail) upon service of the Pay Less Notice 39, even though no net payment was due.

Court Disposition

Claim allowed; final order for delivery up of goods granted to claimants.

Orders

  • Optilan (UK) Limited to deliver up the materials identified in the Vesting Certificates to the claimants (or Network Rail, as applicable).