Transport for Greater Manchester v Thales Transport & Security Ltd [2012] EWHC 3717 (TCC) (21 December 2012)

Transport for Greater Manchester v Thales Transport & Security Ltd [2012] EWHC 3717 (TCC) (21 December 2012)

Clauses 27 and 28 of the Contract require Thales to disclose to TGM all records and related documents reasonably requested for auditing information supplied or verifying compliance, including cost records, internal and external audit reports, project reports, and other specified categories, regardless of confidentiality, provided the requests are reasonable and for the specified purposes; privilege may excuse disclosure if properly established.

Citation
[2012] EWHC 3717 (TCC)
Parties
Claimant: Transport for Greater Manchester; Defendant: Thales Transport & Security Limited
Jurisdiction
England and Wales
Judgment Date
21 December 2012
Procedural Posture
Part 8 Claim for Specific Performance / Judgment After Oral Hearing
Outcome
Claim largely allowed; specific performance ordered for most categories requested, with exceptions for imprecise or unrequested categories and pending further evidence on privilege.
Legal Topics
Specific Performance, Disclosure of Documents, Contractual Interpretation, Adjudication, Confidentiality
Contract Law Construction Law Specific Performance Disclosure of Documents Contractual Interpretation Adjudication Confidentiality

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Parties

Transport for Greater Manchester

Claimant

Thales Transport & Security Limited

Defendant

Procedural Posture

Part 8 Claim for Specific Performance / Judgment After Oral Hearing

Legal Issues

  1. 1 Whether Thales is contractually obliged to provide categories of documents requested by TGM under Clauses 27 and 28 of the Contract
  2. 2 Scope and meaning of Clauses 27 and 28 regarding records and disclosure
  3. 3 Reasonableness and purpose of TGM's requests

Ratio Decidendi

Clauses 27 and 28 of the Contract require Thales to disclose to TGM all records and related documents reasonably requested for auditing information supplied or verifying compliance, including cost records, internal and external audit reports, project reports, and other specified categories, regardless of confidentiality, provided the requests are reasonable and for the specified purposes; privilege may excuse disclosure if properly established.

Court Disposition

Claim largely allowed; specific performance ordered for most categories requested, with exceptions for imprecise or unrequested categories and pending further evidence on privilege.

Orders

  • Thales to provide specified categories of documents to TGM as per judgment, including Tiger Team reports, internal and external audit reports, internal project reports on costs and delay, written procedures and policies, job collection records, time and cost records, supplier/subcontractor invoices, periodic...
  • No order for specific performance on categories found imprecise, not previously requested, or subject to unresolved privilege claims; further evidence on privilege to be submitted by Thales by 9 January 2013.