Pinewood Technologies Asia Pacific Ltd v Pinewood Technologies Plc [2023] EWHC 2506 (TCC) (13 October 2023)

Pinewood Technologies Asia Pacific Ltd v Pinewood Technologies Plc [2023] EWHC 2506 (TCC) (13 October 2023)

The Reseller Agreements were not concluded on Pinewood's written standard terms of business because there were substantive negotiations and amendments to the draft terms. Therefore, section 3 of UCTA 1977 does not apply to the exclusion and limitation clauses. As a result, PTAP's proposed amendments to plead the UCTA argument have no real prospect of success and are refused. The application for specific disclosure to support the UCTA argument is also refused. The exclusion and limitation clauses are enforceable, and summary judgment is granted in Pinewood's favour on the construction of those clauses and on its counterclaim for unpaid invoices, subject to the carve-out for direct losses...

Citation
[2023] EWHC 2506 (TCC)
Parties
Claimant: Pinewood Technologies Asia Pacific Limited; Defendant: Pinewood Technologies PLC
Jurisdiction
England and Wales
Judgment Date
13 October 2023
Procedural Posture
Commercial Contract Dispute (summary Judgment and Amendment Applications) / High Court (technology and Construction Court) Judgment on Summary Judgment, Amendment, and Disclosure Applications
Outcome
Claimant's applications for amendment and specific disclosure dismissed; Defendant's application for summary judgment granted in substantial part.
Legal Topics
Exclusion Clauses, Limitation of Liability, Unfair Contract Terms Act 1977 (ucta), Summary Judgment, Specific Disclosure, Set Off, Reasonableness Test
Contract Law Commercial Law Exclusion Clauses Limitation of Liability Unfair Contract Terms Act 1977 (ucta) Summary Judgment Specific Disclosure Set Off +1 more

Case Brief

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Parties

Pinewood Technologies Asia Pacific Limited

Claimant

Pinewood Technologies PLC

Defendant

Procedural Posture

Commercial Contract Dispute (summary Judgment and Amendment Applications) / High Court (technology and Construction Court) Judgment on Summary Judgment, Amendment, and Disclosure Applications

Legal Issues

  1. 1 Whether the exclusion and limitation clauses (clauses 16.2, 16.3, and 8.10) in the Reseller Agreements are subject to UCTA 1977 and thus unenforceable unless reasonable;
  2. 2 Whether the Reseller Agreements were concluded on Pinewood's written standard terms of business for the purposes of UCTA section 3;
  3. 3 Whether summary judgment should be granted on the construction of the exclusion/limitation clauses and the counterclaim for unpaid invoices;

Ratio Decidendi

The Reseller Agreements were not concluded on Pinewood's written standard terms of business because there were substantive negotiations and amendments to the draft terms. Therefore, section 3 of UCTA 1977 does not apply to the exclusion and limitation clauses. As a result, PTAP's proposed amendments to plead the UCTA argument have no real prospect of success and are refused. The application for specific disclosure to support the UCTA argument is also refused. The exclusion and limitation clauses are enforceable, and summary judgment is granted in Pinewood's favour on the construction of those clauses and on its counterclaim for unpaid invoices, subject to the carve-out for direct losses...

Court Disposition

Claimant's applications for amendment and specific disclosure dismissed; Defendant's application for summary judgment granted in substantial part.

Orders

  • PTAP's application to amend its Reply and Defence to Counterclaim to plead the UCTA argument is refused.
  • PTAP's application for specific disclosure in support of the UCTA argument is refused.