Quantum Advisory Ltd v Quantum Actuarial Llp [2023] EWHC 1338 (Ch) (05 June 2023)

Quantum Advisory Ltd v Quantum Actuarial Llp [2023] EWHC 1338 (Ch) (05 June 2023)

Clause 8.5 obliges LLP to give Quad 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 to it, to create new documents, to cooperate in tendering, or to provide premises or personnel for meetings or presentations. Access must be effective but need not be remote. Information about LLP's philosophy must be provided only if it relates to defined Clients and Services.

Citation
[2023] EWHC 1338 (Ch)
Parties
Claimant: Quantum Advisory Limited; Defendant: Quantum Actuarial LLP
Jurisdiction
England and Wales
Judgment Date
05 June 2023
Procedural Posture
Commercial Contract Dispute / Judgment After Trial on Declarations
Outcome
Declarations refused; narrative guidance provided on the scope of clause 8.5 obligations.
Legal Topics
Interpretation of Contracts, Declaratory Relief, Implied Terms, Good Faith in Contracts
Contract Law Commercial Law Interpretation of Contracts Declaratory Relief Implied Terms Good Faith in Contracts

Case Brief

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Parties

Quantum Advisory Limited

Claimant

Quantum Actuarial LLP

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Trial on Declarations

Legal Issues

  1. 1 Whether LLP is obliged to provide access to information under clause 8.5 beyond information in its possession
  2. 2 Whether LLP is obliged to cooperate in tendering procedures for Quad
  3. 3 Whether LLP must provide premises or personnel for meetings or presentations under clause 8.5

Ratio Decidendi

Clause 8.5 obliges LLP to give Quad 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 to it, to create new documents, to cooperate in tendering, or to provide premises or personnel for meetings or presentations. Access must be effective but need not be remote. Information about LLP's philosophy must be provided only if it relates to defined Clients and Services.

Court Disposition

Declarations refused; narrative guidance provided on the scope of clause 8.5 obligations.

Orders

  • Parties to file any consequential submissions and draft order within 14 days if not agreed.