Quantum Advisory Limited v Quantum Actuarial LLP

Quantum Advisory Limited v Quantum Actuarial LLP

Clause 8.5 of the Services Agreement obliges LLP to provide Quad with access to information in its possession relating to defined Clients and Services, including information held by employees in their memories, but does not require LLP to provide information merely available but not possessed, to create new documents, to cooperate in tendering, or to provide premises, personnel, or remote access unless expressly stipulated. The obligation does not extend to information outside the defined scope, and no implied term of good faith expands these obligations.

Parties
Claimant: Quantum Advisory Limited; Defendant: Quantum Actuarial LLP
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Civil (contractual Dispute) / Judgment on Application for Declarations Regarding Contractual Obligations
Outcome
Guidance issued; no declarations granted beyond narrative guidance on scope of clause 8.5 obligations.
Legal Topics
Interpretation of Service Agreements, Declaratory Relief, Implied Terms, Good Faith in Contracts
Contract Law Commercial Law Interpretation of Service Agreements Declaratory Relief Implied Terms Good Faith in Contracts

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Parties

Quantum Advisory Limited

Claimant

Quantum Actuarial LLP

Defendant

Procedural Posture

Civil (contractual Dispute) / Judgment on Application for Declarations Regarding Contractual Obligations

Legal Issues

  1. 1 Whether LLP is obliged under clause 8.5 of the Services Agreement to provide access to information beyond what is in its possession
  2. 2 Whether LLP is required to cooperate in tendering procedures for Quad
  3. 3 Whether LLP must provide premises or personnel for meetings or presentations as part of its obligations

Ratio Decidendi

Clause 8.5 of the Services Agreement obliges LLP to provide Quad with access to information in its possession relating to defined Clients and Services, including information held by employees in their memories, but does not require LLP to provide information merely available but not possessed, to create new documents, to cooperate in tendering, or to provide premises, personnel, or remote access unless expressly stipulated. The obligation does not extend to information outside the defined scope, and no implied term of good faith expands these obligations.

Court Disposition

Guidance issued; no declarations granted beyond narrative guidance on scope of clause 8.5 obligations.

Orders

  • Any consequential matters to be dealt with by written submissions and draft order within 14 days of judgment.