Greenhouse v Paysafe Financial Services Ltd

Greenhouse v Paysafe Financial Services Ltd

There was no express or implied term, nor any variation or promissory estoppel, requiring a hard copy affiliate consent form; the imposition of merchant exclusions on the Exclusive VIP account was a breach of contract as there was no valid variation or estoppel; no valid 60-day notice of amendment was given, so the original terms applied until termination; and the obligation to provide daily reporting survived termination as it was ancillary to the ongoing commission payment obligation.

Parties
Claimant: Harry Greenhouse; Defendant: Paysafe Financial Services Ltd
Jurisdiction
England and Wales
Judgment Date
30 November 2018
Procedural Posture
Civil (commercial) / Judgment on Liability (split Trial; Quantum Reserved)
Outcome
Judgment for the claimant on all issues (liability only; quantum reserved)
Legal Topics
Contractual Interpretation, Implied Terms, Contract Variation, Promissory Estoppel, Unilateral Notice, Affiliate Agreements, Breach of Contract, Reporting Obligations
Contract Law Commercial Law Contractual Interpretation Implied Terms Contract Variation Promissory Estoppel Unilateral Notice Affiliate Agreements +2 more

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Parties

Harry Greenhouse

Claimant

Paysafe Financial Services Ltd

Defendant

Procedural Posture

Civil (commercial) / Judgment on Liability (split Trial; Quantum Reserved)

Legal Issues

  1. 1 Whether the defendant was entitled to require a hard copy affiliate consent form as a prerequisite for referred members under the affiliate agreement
  2. 2 Whether the defendant could impose merchant exclusions on the Exclusive VIP account contrary to the affiliate agreement
  3. 3 Whether the defendant validly amended the affiliate agreement terms by unilateral notice before termination

Ratio Decidendi

There was no express or implied term, nor any variation or promissory estoppel, requiring a hard copy affiliate consent form; the imposition of merchant exclusions on the Exclusive VIP account was a breach of contract as there was no valid variation or estoppel; no valid 60-day notice of amendment was given, so the original terms applied until termination; and the obligation to provide daily reporting survived termination as it was ancillary to the ongoing commission payment obligation.

Court Disposition

Judgment for the claimant on all issues (liability only; quantum reserved)

Orders

  • Declaration that the defendant was not entitled to require a hard copy affiliate consent form as a prerequisite to becoming a referred member under the affiliate agreement.
  • Declaration that the imposition of merchant exclusions on the Exclusive VIP account was a breach of contract and the claimant is entitled to damages (to be assessed).