Pinewood Technologies Asia Pacific Limited v Pinewood Technologies PLC

Pinewood Technologies Asia Pacific Limited v Pinewood Technologies PLC

The court held that the exclusion clause (16.2) clearly excluded liability for loss of profit and reliance expenditure, regardless of the type of breach, and that the agreements were not concluded on Pinewood's standard terms so UCTA 1977 did not apply. The limitation clause (16.3) applied to other losses not excluded by 16.2. Clause 8.10 excluded all forms of set-off. PTAP's applications to amend its pleadings and for specific disclosure were dismissed as having no real prospect of success or being speculative. Summary judgment was granted in Pinewood's favour except for PTAP's claim for Incurred Costs, which was not excluded by clause 16.2 but may be subject to the limitation in 16.3.

Parties
Claimant: Pinewood Technologies Asia Pacific Limited; Defendant: Pinewood Technologies PLC
Jurisdiction
England and Wales
Judgment Date
11 October 2024
Procedural Posture
Commercial Contract Dispute / Summary Judgment Application and Applications to Amend Pleadings and for Specific Disclosure
Outcome
Summary judgment granted for Defendant (Pinewood) except for claim for Incurred Costs; PTAP's applications to amend and for disclosure dismissed.
Legal Topics
Exclusion Clauses, Limitation of Liability, Summary Judgment, Set Off, Unfair Contract Terms Act 1977 (ucta), Specific Disclosure
Contract Law Commercial Law Exclusion Clauses Limitation of Liability Summary Judgment Set Off Unfair Contract Terms Act 1977 (ucta) Specific Disclosure

Case Brief

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Parties

Pinewood Technologies Asia Pacific Limited

Claimant

Pinewood Technologies PLC

Defendant

Procedural Posture

Commercial Contract Dispute / Summary Judgment Application and Applications to Amend Pleadings and for Specific Disclosure

Legal Issues

  1. 1 Whether clause 16.2 of the Reseller Agreements excludes Pinewood's liability for PTAP's claims for loss of profit and reliance expenditure
  2. 2 Whether clause 16.3 limits Pinewood's liability for other losses
  3. 3 Whether clause 8.10 excludes PTAP's right to set-off sums due under the agreements

Ratio Decidendi

The court held that the exclusion clause (16.2) clearly excluded liability for loss of profit and reliance expenditure, regardless of the type of breach, and that the agreements were not concluded on Pinewood's standard terms so UCTA 1977 did not apply. The limitation clause (16.3) applied to other losses not excluded by 16.2. Clause 8.10 excluded all forms of set-off. PTAP's applications to amend its pleadings and for specific disclosure were dismissed as having no real prospect of success or being speculative. Summary judgment was granted in Pinewood's favour except for PTAP's claim for Incurred Costs, which was not excluded by clause 16.2 but may be subject to the limitation in 16.3.

Court Disposition

Summary judgment granted for Defendant (Pinewood) except for claim for Incurred Costs; PTAP's applications to amend and for disclosure dismissed.

Orders

  • Reverse summary judgment granted dismissing PTAP's claims except for Incurred Costs.
  • Summary judgment granted for Pinewood on its counterclaim for outstanding sums due under the agreements.